Common use of Duties Clause in Contracts

Duties. The Executive, in his capacity as Chief Executive Officer of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Company.

Duties. 3.1 The Executive, in his capacity as Chief Executive Officer of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated exercise the powers which from time to time may be assigned to him or vested in him by the Board and shall devote the whole of Directors his time, ability and attention to his duties under this Agreement during normal office hours and such other times as may be reasonably required for the proper performance of his duties and he shall use his utmost endeavours to promote the interests of the Company (and any Group Company and shall not knowingly do or willingly permit to be done anything to the “Board”). Such duties may includeprejudice, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary loss or injury of the Company without or any additional compensationGroup Company and shall carry out such duties in a competent manner. The Executive shall devote substantially not be entitled to any additional remuneration for work performed outside normal office hours. 3.2 The Board shall be entitled at any time to require the Executive to perform services not only for the Company but also for any Group Company including, if so required, acting as a director of any Group Company. 3.3 The Executive shall at all times keep the Board promptly and fully informed (in writing if so requested) of his conduct of the Executive’s business time and effort to the performance or affairs of the Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s duties to the Company and provided that any Group Company and provide such explanations of his conduct as the Board may require. 3.4 Notwithstanding the provisions of clause 3.1, the Company may at any time following activities do the giving of notice by either party to terminate this Agreement and for such period as it may specify not violate exceeding the length of notice given cease to provide work for the Executive in which event, during such period the other provisions of this Agreement including those relating to the Executive’s covenant against competition as described at Section 6.2 hereof's remuneration shall continue to have full force and effect but the Executive shall not be entitled to access to any premises of the Company or any Group Company. 3.5 Subject always to clause 4, during the Term the Executive may perform personal, charitable and other business activities, including, shall not without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the prior written consent of the Board. Board engage in any activities, public office or other occupation outside his employment which may detract from the proper and timely performance of his duties under this Agreement. 3.6 The Company acknowledges that Executive's principal place of work shall be at the Executive currently serves as a director principal place of business of the Company and in the United Kingdom or such other location in the United Kingdom as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated required by the Company due from time to disability, (b) time and he shall undertake any travel as may be necessary for 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 proper performance of his intention resign duties as the Board may from his position of Chief Executive Officer of the Companytime to time require.

Duties. The Executive(a) During the period of employment as provided in Paragraph 1(b) hereof, in his capacity Executive shall serve as President and Chief Executive Officer of the CompanyCorporation, shall faithfully perform for the Company the duties of said office and shall perform have all powers and duties consistent with such other duties of an executive, managerial or administrative nature as shall be specified and designated from time position subject to time by the Board of Directors direction of the Company (the “Board”). Such duties may shall include, without limitation, the performance following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of services forthe following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and serving shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors ofof any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, any subsidiary subject to the prior approval of the Company without any Board, from accepting employment to additional compensation. The Executive shall devote substantially all board of the Executive’s business time and effort to directors, provided that such activities do not materially interfere with the performance of the Executive’s 's duties hereunder. Provided . (c) Executive further agrees that 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 term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Executive may perform personal, charitable Corporation and other business activitiesits affiliates without obtaining the prior written consent of the Board, including, without limitation, serving as a member the solicitation or acceptance of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect consulting work from clients of the senior housing industry, provided, however, that service on the boards Corporation and its affiliates for whom he has performed services by virtue of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform this Agreement or who he has met in connection with his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companyunder this Agreement.

Duties. The ExecutiveDuring the Employment Period, Executive shall be employed in his capacity the business of the Employer and its affiliates. Executive shall serve the Employer as a senior corporate executive of the Employer and shall have the title of Chairman and Chief Executive Officer (“CEO”) of the CompanyEmployer and, for so long as so elected, shall faithfully perform for serve as the Company the duties Chairman of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company Employer (the “Board”). Such duties may includeExecutive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, without limitationas Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the Board and its committees. It is understood and agreed that, notwithstanding the foregoing, the Board and its committees will have the right to request information from, ask questions of, have access to and otherwise interact in all respects with senior executives other than Executive in connection with the Board’s and its committees’ performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensationtheir duties. The Executive shall devote substantially all of the Executive’s business time report solely and effort directly to the performance of the Board. Executive’s duties hereunder. Provided that and authority shall be commensurate with his position as Chairman and CEO of 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 Employer as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companypublicly traded company.

Duties. The ExecutiveExecutive shall devote his full-time efforts to the proper and faithful performance of all duties customarily discharged by a president for a company doing the type of business engaged in by Company, in his capacity as Chief Executive Officer well as having responsibility for the day to day management of the Company, shall faithfully perform for the Company the and any additional duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated assigned to him from time to time by the Chief Executive Officer of Company and/or the Board of Directors of Company, consistent with the Company (the “Board”)provisions of this Section 3. Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort report directly to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of Company. Executive agrees to use his best efforts and comply with all fiduciary and professional standards in the performance of his duties hereunder. To the extent that any additional duties assigned to the Executive include the provision of services to any subsidiary or affiliate of Company, such services shall be provided without additional compensation and benefits beyond those set forth in this Agreement, and any compensation and benefits provided to Executive for such services shall be a credit with regard to amounts due from Company provided under this Agreement. Company, to the best of its knowledge, and Executive acknowledge that prior to the effective date of this Agreement, Executive has fulfilled his duties and responsibilities as set forth in this Section 3. Executive represents and warrants to Company that, at all times during the time term of each annual meetingthis Agreement, he will continue to fulfill his duty of loyalty to Company and will act in the best interest of Company's shareholders. (a) The Executive has been engaged in the pharmaceutical business for in excess of thirty-five (35) years and has disclosed to the Company his ownership interests in Pharmeral, Inc.* and Pharmaceutical Ventures, Ltd., as well as his interest as a creditor of Liquipharm, Inc. His involvement with respect to these companies has been disclosed, including but not limited to the sale or licensing of various products, which transactions have in the past included the Company. The Executive further agrees to disclose any significant change in his association with said entities or in the nature of their business operations if there comes a time when underlying circumstances which have been represented to the Company are materially altered. The Executive is unable to perform maintains a personal investment portfolio which includes various pharmaceutical holdings. In the event Executive's holdings in any one individual company exceeds one percent (1%) of his duties hereunder due to a disability or other incapacitynet worth, it is reasonably certain that the Executive said holding will be able disclosed in writing 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 Chief Executive Officer of the Company.

Duties. The Executive(a) During the term of this Agreement, in his capacity as Chief the Executive Officer of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified employed in the position set forth in Exhibit A and designated from time shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to time the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the “"Board”"). Such duties may include, without limitation, the performance of services for, President and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided thatand any other senior executive officer of the Company, at all such duties to be consistent with his position. The Executive shall obey the time lawful directions of each annual meetingthe Board, (a) if the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive is unable shall use his diligent efforts to perform promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his duties hereunder due to term of employment (except as a disability representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other incapacitybusiness activity, 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 except through: (i) continued ownership and management of the Executive’s employment hereunder may be terminated current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company due to disabilityCompany, (b) provided it does not impair the Company has not notified ability of the Executive of its intention to terminate the Executive’s employment for cause, discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive has not notified the Company of shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his intention resign from his position of Chief Executive Officer of primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. The Executive, in his capacity Employee is engaged by the Company as its President and Chief Executive Officer Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall faithfully perform for have general executive charge of the Company the duties of said office with all such powers as may be reasonably incident to such responsibilities; and he shall perform have such other powers and duties of an executive, managerial or administrative nature as shall designated in accordance with the Company's Bylaws and as may be specified and designated assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent executive committee of the Board. The Company acknowledges that agrees to provide the Executive currently serves Employee with such accommodations as a director are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Chairman Employee from investing assets in such form or manner as will not require his services in the daily operations of the Board affairs of the Companycompanies in which such investments are made. The Company agrees that This Agreement shall also not be construed as preventing the Executive shall be nominated by the Nominating Employee from serving as an outside director of up to two other for-profit companies (and Corporate Governance Committee of the Board for re-election to such additional companies as the Board of Directors at each annual meeting of the Company’s shareholders for so may hereafter approve) or from participating in charitable or other not-for-profit activities as long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform such activities do not materially interfere with his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not notified the Executive of its intention to terminate the Executive’s employment work for cause, and (c) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the Company.

Duties. Director agrees to serve as an independent Director of the Company and to be available to perform the duties consistent with such position pursuant to the Certificate of Incorporation and Bylaws of ▇▇▇▇▇▇ & ▇▇▇▇▇ Education, Inc. (together, the “Organizational Documents”) and the laws of the state of Delaware. The ExecutiveCompany acknowledges that Director currently holds the other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that he will be able to devote sufficient time and attention to the Company as is necessary to fulfill his responsibilities as a Director of the Company and that the Other Employment will not in any way impact Director’s independence. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Company’s board of directors. Director also represents that the Other Employment shall not interfere with Director’s obligations under this Agreement. Without limiting the generality of the foregoing, Director confirms that he is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations). Director also confirms that (a) he does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s equity holders or any of their respective corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on the best interests of the Company or (ii) make decisions and carry out his capacity responsibilities as Chief Executive Officer a Director of the Company, shall faithfully perform for in each case in accordance with the Company terms of the duties Organizational Documents and applicable law, and (b) he has no existing or former relationship or affiliation of said office any kind with any competitor of the Company. By execution of this Agreement, Director accepts his appointment or election as independent Director of the Company, and shall perform agrees to serve in such other duties capacity, subject to the terms of an executive, managerial or administrative nature as shall be specified this Agreement and designated from time to time by with the specific responsibilities and powers set forth in the duly adopted resolutions of the Board of Directors of the Company (the “Board”)Company, attached hereto as Exhibit A, until his successor is duly elected and qualified or until Director’s earlier death, resignation or removal. Such duties may include, without limitation, the performance of services for, The parties hereto acknowledge and serving on the board of directors of, any subsidiary agree that Director is being engaged to serve as an independent Director of the Company without only and is not being engaged to serve, and shall not serve, the Company in any additional compensation. The Executive shall devote substantially all other capacity; provided, that the Company may determine that it is in the best interest of the Executive’s business time Company and/or its direct and effort indirect subsidiaries for Director to be appointed to the performance of the Executive’s duties hereunder. Provided that 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 board or more boards of directors or managers, as applicable, of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting certain of the Company’s shareholders for so long direct or indirect subsidiaries (each a “Subsidiary Board” and collectively, the “Subsidiary Boards”) and, in such case, the Company may request that Director accept a position as the Executive serves independent director or manager, as the Chief Executive Officer applicable, of such Subsidiary Boards; provided, further that if, after agreeing to accept such a position, Director is appointed to one or more Subsidiary Boards by a valid resolution of the Company provided thatapplicable Subsidiary Boards, at the time of each annual meeting, (a) if the Executive is unable applicable subsidiaries shall be automatically deemed to perform his duties hereunder due be party to a disability this agreement without any further action or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated amendment by the Company due to disabilityCompany, (b) the Company has not notified Director, or 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 Chief Executive Officer of the Companyapplicable subsidiaries.

Duties. The Executive, in his capacity as Chief Executive Officer As President of the Company, the Executive shall faithfully perform for carry out the Company the duties of said office strategic plans and shall perform such other duties of an executive, managerial or administrative nature policies as shall be specified and designated from time to time 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: (i) Supporting the “Board”). Such duties may include, without limitation, operations and administration of the performance Board of services for, Directors by advising and serving on informing CEO and Board members with regard to the board of directors of, any subsidiary operations of the Company without any additional compensationand 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. The As the Executive shall devote substantially 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 Executive’s business time and effort of the Company; (ii) General decision-making authority with respect to the performance day-to-day operations of the Executive’s duties hereunder. Provided that business of the following activities do not interfere with Company; (iii) The engagement, retention, and termination of employees and independent contractors of the Executive’s duties 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 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect approval of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent CEO and supervision of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated render his services thereunder in the headquarters city (or other headquarters location approved by the Nominating and Corporate Governance Committee of the Board for re-election Board) subject to the Board of Directors at each annual meeting of the Company’s shareholders for so long such reasonable travel as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable may be required to perform his duties hereunder due to a disability or other incapacityhereunder. During the term of employment, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to shall devote such time as the Executive’s employment hereunder may be terminated by the Company due is required 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 perform his intention resign from his position of Chief Executive Officer of the Companyservices hereunder.

Duties. The Executive(a) During the period of employment as provided in Paragraph 1(b) hereof, in his capacity Executive shall serve as Chief Executive Financial Officer of the CompanyCorporation, shall faithfully perform for the Company the duties of said office and shall perform have all powers and duties consistent with such other duties of an executive, managerial or administrative nature as shall be specified and designated from time position subject to time by the Board of Directors direction of the Company (the “Board”). Such duties may shall include, without limitation, the performance following: (i) Chief Financial Officer. The primary duties and responsibilities of services forthe Chief Financial Officer consist of the following: to establish overall financial practices and procedures necessary to maintaining effective accounting control over all aspects of the Corporation and its subsidiaries. In addition, the Chief Financial Officer will have primary responsibility for the appropriate management and investment of the Corporation's assets, particularly cash, to maximize the highest possible rate of return. Additional responsibilities will include dealing primarily with the Corporation's independent auditors, financial institutions, particularly commercial banks and financial analysts, the preparation, based upon information obtained from appropriate personnel, of an annual budget, both consolidated and unconsolidated and additional interim reports as will permit him to maintain effective control and supervision on a continuing basis of the Corporation's financial results or operations and financial status, and serving such further responsibilities as are delegated to Executive by the President and Chief Executive Officer of the Corporation. (b) Executive shall devote substantially her entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of her employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing her personal investments or investing her assets in such form or manner as will not require any significant services on her part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors ofof any business corporation or any charitable organization on which she now serves and which has been disclosed to the Corporation in writing or, any subsidiary subject to the prior approval of the Company without any Board, from accepting employment to additional compensation. The Executive shall devote substantially all board of the Executive’s business time and effort to directors, provided that such activities do not materially interfere with the performance of the Executive’s 's duties hereunder. Provided . (c) Executive further agrees that 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 term of her employment under this Agreement she will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Executive may perform personal, charitable Corporation and other business activitiesits affiliates without obtaining the prior written consent of the Board, including, without limitation, serving as a member the solicitation or acceptance of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect consulting work from clients of the senior housing industry, provided, however, that service on the boards Corporation and its affiliates for whom she has performed services by virtue of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability this Agreement or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s who she has met in connection with her 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 Chief Executive Officer of the Companyunder this Agreement.

Duties. The Executive, in his capacity as As Chief Executive Financial Officer of the Company, the Executive shall diligently and faithfully perform for such duties and functions as may be assigned to the Executive commensurate with his position as Chief Financial Officer of the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensationCompany. The Executive shall be required hereunder to devote substantially all of the Executive’s business time and effort to the performance business affairs of the Company and its Affiliates. The Executive shall be responsible for directly reporting to the Board of Directors, and for diligently and faithfully performing such duties and functions as may be assigned to the Executive commensurate with his position as Chief Financial Officer of the Company by the Board of Directors of the Company on all matters for which the Executive is responsible. Notwithstanding the foregoing, the Executive shall be permitted to invest the Executive’s duties hereunder. Provided that personal assets and manage the following activities do Executive’s personal investment portfolio in such a form and manner as will not interfere require any business services on the Executive’s part to any third party, and provided it does conflict with the Executive’s duties and responsibilities to the Company or the provisions of Section 10 or Section 11 hereof, or conflict with any material published policy of the Company or its Affiliates, including, but not limited to, the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Company or its Affiliates. Notwithstanding the foregoing, the Executive shall also be permitted to participate in customary civic, nonprofit, religious, welfare, social and provided professional activities that the following activities do will not violate materially affect the Executive’s covenant against competition performance of his duties hereunder. The Executive may continue to serve on any board of directors and advisory committees of companies on which the Executive currently serves, as described at Section 6.2 hereoflong as the business of such companies is not competitive with that of the Company or any of its Affiliates. The Executive shall not serve on the board of directors or advisory committee of any other company without the prior consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the Executive shall, during the Term term of this Agreement and at the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect request of the senior housing industryCompany, provided, however, that service on the boards also serve as an officer of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director any Affiliate of the Company and as the Chairman of the Board of Directors shall reasonably request. In such capacity, the CompanyExecutive shall be responsible generally for all aspects of such office. The All terms, conditions, rights and obligations of this Agreement shall be applicable to the Executive while serving in such office as though the Executive and such Affiliate of the Company agrees or the Company had separately entered into this Agreement, except that the Executive shall not be nominated by the Nominating and Corporate Governance Committee of the Board for re-election entitled to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided thatany compensation, at the time of each annual meetingvacation, (a) if the Executive is unable to perform his duties hereunder due to a disability fringe benefits, automobile allowance or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to remuneration of any kind whatsoever from 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 Chief Executive Officer Affiliate of the Company.

Duties. 1.1 The Executive, in his capacity as Chief Executive Officer of the Company, Company shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services foremploy you, and serving on the board of directors ofyou shall serve, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time as Chairman and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided and in such capacity, have such authority, functions, duties, powers, and responsibilities typically associated with such position. 1.2 You shall report to the Company’s Board of Directors. You shall devote substantially all of your working time and efforts relating to the performance of your duties hereunder. While employed, you shall not engage in any other occupation for gain, profit or pecuniary advantage without the consent of the Board; provided, however, that, at the time of each annual meeting, : (a) if this limitation shall not be construed as preventing you from managing your passive investments or being involved in charitable, religious, and civic interests so long as they do not materially interfere with the Executive is unable to perform his performance of your duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, hereunder; (b) you may serve on the Company has Proxy Board of Accenture, Inc. so long as such service does not notified create an actual conflict of interest or materially interfere with the Executive performance of its intention to terminate the Executive’s employment for cause, your duties hereunder; and (c) you may request to serve on another for-profit board of advisors or board of directors, provided that such for-profit organization is not a competing business and subject to the Executive has not notified approval of the Company Board of his intention resign from his position of Chief Executive Officer Directors. In performing your duties hereunder, you shall comply with all written policies and procedures of the Company. 1.3 You will provide services to the Company from the Company’s offices in Arlington, Virginia (Crystal City); subject to any business travel as is necessary to perform your duties as Chairman and Chief Executive Officer. 1.4 Subject to the terms set forth in Section 4 below, please understand that this letter does not constitute a contract of employment for any specific period of time, but will create an employment at-will relationship that may be terminated at any time by you or the Company, with or without cause, and with or without advance notice. The at-will nature of the employment relationship may not be modified or amended except by written agreement signed by the Chair of the Company’s Compensation Committee (the “Committee”) and you.

Duties. The Executive, in his capacity (a) Director agrees to serve as Chief Executive Officer an independent Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executiveany additional codes, managerial guidelines or administrative nature as shall be specified and designated from time to time by the Board of Directors policies of the Company that may be effective now or in the future (collectively, the “BoardGovernance Documents”)) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such duties may time and attention shall include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged participation in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. The Company acknowledges Director also represents that the Executive currently serves as a director Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s best efforts to promote the interests of Company and its shareholders. (b) Without limiting the generality of the Company foregoing, Director confirms that Director is independent (as such term has been construed under Nevada law with respect to directors of Nevada corporations and as the Chairman of OTC Markets, the Board of NASDAQ Stock Exchange and the CompanyNew York Stock Exchange). The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided Director also confirms that, at the time of each annual meetingto Director’s knowledge, (a) if Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Executive is Company’s significant equity or debt holders or any of their respective corporate affiliates that would cause Director to be unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that (i) exercise independent judgment based on 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 best interests of the Company due to disabilityor (ii) make decisions and carry out Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) the Company Director has not notified the Executive no existing relationship or affiliation of its intention any kind with any entity Director knows 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 Chief Executive Officer be a competitor of the Company. (c) By execution of this Agreement, Director accepts Director’s appointment or election as an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (d) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. The ExecutiveCompany does hereby employ and engage the Employee as Senior Vice President Sales of the Company and each of its subsidiaries and divisions, in his capacity or such other title as the Company's Chief Executive Officer shall specify from time to time, and the Employee does hereby accept and agree to such engagement and employment. The Employee's duties shall be such executive and managerial duties and responsibilities as the Chief Executive Officer shall specify from time to time and as provided in the Bylaws of the Company, shall faithfully perform for as the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall same may be specified and designated amended from time to time. The Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company's Chief Executive Officer. The Employee shall be responsible and report to the Company's Chief Executive Officer. The Company's Chief Executive Officer shall determine the Employee's duties and responsibilities and may assign or reassign the Employee to such executive and managerial duties, responsibilities or positions as such officer deems in the Company's best interest. The Employee shall devote his full-time by attention, energy and skill during normal business hours to the Board of Directors business and affairs of the Company and shall not, during the Employment Term (as that term is defined below), be actively engaged in any other business activity, except with the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary prior written consent of the Company without Company's Board of Directors; provided, however, that in any additional compensation. The Executive shall devote substantially all of the Executive’s event any such other business time and effort to activity will not: (a) adversely affect or materially interfere with the performance of the Executive’s Employee's duties and responsibilities hereunder. Provided that the following activities do not interfere , (b) involve a conflict of interest with the Executive’s duties Company or (c) involve activities competitive with the business of the Company. Notwithstanding the foregoing, the Employee shall be permitted to (i) engage in charitable and community affairs and (ii) make investments of any character in any business not in competition with the Company or any of its subsidiaries or divisions and provided that manage such investment (but not be involved in 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 day-to-day operations of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industrysuch business), provided, however, that service on no such business shall place the boards Employee in a conflict of directors of other business organizations shall require interest with the consent Company or interfere with the performance of the Board. The Company acknowledges that the Executive currently serves as a director of the Company Employee's duties and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companyresponsibilities under this Agreement.

Duties. The Executive, in his capacity as As Co-Chief Executive Operating Officer of the CompanyWORLDSPACE, EXECUTIVE shall faithfully perform for the Company have the duties of said office and shall perform such other duties of an executive, managerial or administrative nature responsibilities as shall be specified and designated may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the term of Directors employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the Company parties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, a copy of which has been provided to EXECUTIVE. (b) During the “Board”). Such duties may includeterm of employment, without limitationit shall not be a violation of this Agreement for EXECUTIVE to serve as an officer or director of a cooperative housing, the performance or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of services for, and serving on the board of directors ofof a corporation or trade association, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of the ExecutiveEXECUTIVE’s duties hereunder. Provided that 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 , and/or on a prospective basis, as described at Section 6.2 hereof, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industryEffective Date, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company have been reviewed and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated approved by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not notified the Executive of its intention to terminate the Executive’s employment for cause, and General Counsel. (c) the Executive has not notified the Company The reporting relationships and initial duties of his intention resign from his position of Chief Executive Officer of the Company.EXECUTIVE are outlined in Attachment A.

Duties. (a) The ExecutiveExecutive agrees to serve as Executive Vice President during the Term. In such capacity, in his 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, 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 CompanyCompany and its subsidiaries and to perform his duties to the best of his ability. At all times during the performance of this Agreement, shall faithfully perform for the Company Executive will adhere to the duties Code of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors Conduct of the Company (the “BoardCode 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. Such duties The Executive may include, without limitation, the performance of services for, and serving not accept directorships on the board of directors of, any subsidiary of for-profit corporations without the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the prior written consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board 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, and (b) Executive promptly notifies the Executive Vice President, Human Resources in writing of the fact that he has accepted such a non-profit directorship. (b) If the Company agrees that or the Executive elects not to renew the Term pursuant to Section 2.2, the Executive shall continue to be nominated by employed under this Agreement until the Nominating and Corporate Governance Committee expiration of the Board for re-election then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Chief Executive serves Officer, or such other executive as the Chief Executive Officer of may designate and shall perform such duties not inconsistent with the Company provided thatprovisions hereof as he shall be assigned by the Chief Executive Officer, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or such other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time executive 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 Chief Executive Officer of the Companymay designate.

Duties. The ExecutiveDuring the term of this Agreement, in his capacity the Executive agrees to be employed by and to serve the Corporation as its President and Chief Executive Officer of Officer, and the CompanyCorporation agrees to employ and retain the Executive in such capacities. In such capacity, the Executive shall faithfully perform for the Company the duties of said office render such managerial, administrative and other services as are customarily associated with or incident to such position and shall perform such other duties of an executiveand responsibilities for the Corporation as the Corporation may reasonably require, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensationconsistent with such position. The Executive shall devote substantially all a substantial portion of his business time, energy, and skill to the affairs of the Executive’s business time and effort Corporation as the Executive shall report to the performance Corporation's board of directors. The Corporation shall not appoint any individual to whom the Executive shall report, or who shall have the right to supervise the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards Corporation's board of directors of other business organizations shall require the consent may appoint one or more members of the Boardboard of directors to coordinate the reporting from the Executive to the board of directors. The Company acknowledges In the event that the Corporation changes the Executive's title, working conditions or specifies duties so that the Executive's powers and duties are diminished or reduced, or include powers, duties or working conditions which are not generally consistent with the title of Chief Executive Officer, or if the Corporation changes the reporting relationship so that the Executive currently serves reports to another officer or employee, other than the Corporation's board of directors as a director whole, then at any time thereafter, at the Executive's option and upon thirty days notice, and provided that such changes shall not have been rescinded or corrected to the reasonable satisfaction of the Company and as the Chairman of the Board of the Company. The Company agrees that Executive within said thirty day period, the Executive shall have the right to terminate the employment relationship, and in such event, the employment shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election deemed to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be have been 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 Corporation without cause, and (c) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the Company.

Duties. The Executive, in his capacity (a) Director agrees to serve as Chief Executive Officer an Director of the Company and to be available to perform the duties consistent with such position pursuant to the Certificate of Incorporation and Bylaws of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executiveany additional codes, managerial guidelines or administrative nature as shall be specified and designated from time to time by the Board of Directors policies of the Company that may be effective now or in the future (collectively, the “BoardGovernance Documents”)) and the laws of the state of Delaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such duties may time and attention shall include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged participation in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent telephonic and/or in- person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. The Company acknowledges Director also represents that the Executive currently serves as a director Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s best efforts to promote the interests of Company and its stockholders. (b) Without limiting the generality of the Company foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and as the Chairman of OTC Markets, the Board of NASDAQ Stock Exchange and the CompanyNew York Stock Exchange). The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided Director also confirms that, at the time of each annual meetingto Director’s knowledge, (a) if Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Executive is Company’s significant equity or debt holders or any of their respective corporate affiliates that would cause Director to be unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that (i) exercise independent judgment based on 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 best interests of the Company due to disabilityor (ii) make decisions and carry out Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) the Company Director has not notified the Executive no existing relationship or affiliation of its intention any kind with any entity Director knows 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 Chief Executive Officer be a competitor of the Company. (c) By execution of this Agreement, Director accepts Director’s appointment or election as an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (d) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

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

Duties. The ExecutiveIn addition to having the responsibilities described in Section 3.1, in his capacity during the Term, the Executive shall also perform the duties and responsibilities customarily incident to the position of Executive Vice President of FGI and as are consistent with each Company's Bylaws, as now existing or hereafter amended, and the directives of the Chief Executive Officer of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensationFGI. The Executive shall devote substantially all of the Executive’s business time and effort report directly to the performance Chief Executive Officer of the Executive’s duties hereunderFGI. Provided that 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 The Chief Executive Officer of FGI shall, as described at Section 6.2 hereofsoon as practicable, during the Term nominate the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may to serve on the boards of directors of other business organizations that are not engaged in any aspect Board, recommend to the members of the senior housing industry, provided, however, that service on Board the boards election of directors of other business organizations shall require the consent of Executive to the Board and use his best efforts to have the Executive elected to the Board. The Company acknowledges that the Executive currently serves as a director duties and responsibilities of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall include, but not be nominated by limited to, the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves following: (i) serving as the Chief Executive Officer of the Company provided that, at Blue Rhino Division; (ii) providing strategic direction for growth and profitability of the time Blue Rhino Division; (iii) providing leadership for the integration of each annual meeting, the Blue Rhino Division into Ferrellgas; (aiv) if materially participating on the Executive is unable Committee of Ferrellgas, to perform include periodic trips to Kansas City; (v) materially participating in company wide meetings; and (vi) such other senior management activities as may be reasonably required by the Board. During the Term and except for illness, reasonable vacation periods, and reasonable leaves of absence, the Executive shall devote his full business time, attention, skill, energies and efforts to the faithful performance of his duties hereunder due and to a disability the business and affairs of the Companies and any subsidiary or affiliate of the Companies and shall not during the Term be employed in any other business activity, whether or not such activity is pursued for gain, profit or other incapacitypecuniary advantage; provided, it is reasonably certain that however, that, (i) with the approval of the Board, the Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in the Board's judgment, will be able to resume his duties on a regular full-time basis prior to such time as not present any conflict of interest with the Companies or any of its subsidiaries or affiliates or divisions, or materially affect the performance of the Executive’s employment hereunder may be terminated by the Company due 's duties pursuant to disability, (b) the Company has not notified the Executive of its intention to terminate the Executive’s employment for cause, this Agreement and (cii) the Executive has shall not notified be prevented from investing his personal assets in any business which does not compete with the Company of his intention resign from his position of Chief Executive Officer Companies or with any subsidiary or affiliate of the CompanyCompanies, where the form or manner of such investment will not require substantial services on the part of the Executive in the operation of the business in which such investment is made. Notwithstanding the foregoing, the duties of the Executive (i) shall not be materially expanded without the Executive's prior approval; and (ii)shall not require him to relocate his residence from Winston-Salem, North Carolina as a result of the Companies moving the Executive's office greater than fifty (50) miles away from the principal office of the Blue Rhino Division as of the date of this Agreement, and shall not make it impractical for him to continue to reside at his current residence or cause him to reside away from there for extended periods of time.

Duties. The Executive, in his capacity Employee shall be employed as the Chief Executive Officer of the CompanyEmployer. In such capacity, the Employee shall faithfully perform have the responsibilities and duties customary for the Company the duties of said office such offices and shall perform such other executive responsibilities and duties of an executive, managerial or administrative nature as shall be specified and designated from time to time are assigned by the Board of Directors of the Company (the “Board”)) of the Employer which are consistent with the Employee’s position. Such duties may include, without limitation, At all times during the performance of services forthis Agreement, the Employee will adhere to the rules and serving regulations (the “Policies”) that have been or may hereafter be established by the Board (and any committee thereof) for the conduct of the employees of the Employer and its subsidiaries or for the position or positions held by the Employee. Until further notice from the Board, the Employee will consult regularly with ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ on management and strategy matters. The Employee will attend and participate in meetings of the Board. Subject to the completion of certain amendments to the Company’s Investor Rights Agreement to address Board voting arrangements, as discussed with the Employee, the Employee will serve on the board Board of directors of, any subsidiary Directors for as long as he is employed as the Chief Executive Officer of the Company without any additional compensationEmployer (but, for the avoidance of doubt, the Employee will not serve on the Audit Committee or Compliance Committee of the Board). The Executive shall Employee agrees to devote substantially all of the Executive’s business his full time and effort best efforts to the performance of the Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s his duties to the Company and provided that Employer. Employee will resign from 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 Factor Trust and Mariner Finance Holdings on or other professional organizationsbefore January 31, and 2012. The Employee may continue to serve on the boards of directors of other business organizations that are not engaged Music Training Center Holdings, LLC and Beneficial Mutual Bancorp as long as such service does not, in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent good faith judgment of the Board, materially interfere with the performance of his duties hereunder. The Company acknowledges that Any additional board service or similar roles with other organizations shall be subject to the Executive currently serves as a director prior approval of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the CompanyBoard.

Duties. The ExecutiveDuring the term of this Agreement, in his capacity as subject to the direction and control of the Chief Executive Officer and the Board of Directors of HME, the Employee shall serve in the capacity of Senior Advisor to the Chief Executive Officer and other senior staff of the Company, shall faithfully perform for the Company the duties of said office and HME and shall perform such and discharge well and faithfully any management and other duties consistent with the position of an executive, managerial or administrative nature Senior Advisor as shall may be specified and designated from time assigned to time the Employee by the Chief Executive Officer and/or by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunderHME . Provided that the following activities do not interfere with the Executive’s duties Employee continues 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 be an elected member of one or more boards the Board of directors Directors of charitable or other professional organizationsHME for the terms of this Agreement, and may Employee also agrees to serve on the boards of directors of other business organizations that are not engaged in any aspect as Co-Chairman of the senior housing industry, provided, however, that service on the boards Board of directors Directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves HME and to perform such services as a director of the Company and as are typically provided by the Chairman of the Board of a publicly registered and listed company. The amount of Employee’s business time to be devoted to the interests and business of the Company, HME and their subsidiaries and affiliates, shall depend on the responsibilities and tasks that Employee is requested to perform as provided above but shall approximate the respective percentages of Employee’s business time for the time frames below: Calendar Year 2004 66-2/3% Calendar Year 2005 50% Calendar Year 2006 33-1/3% The Employee shall not be required or expected to exceed the percentages set forth above and the above maximum time commitment shall be subject to a customary vacation period of six weeks per year, periods of illness and other absences beyond his control. The Company agrees It is agreed that the Executive Employee shall not be required to perform his duties under this Agreement at the corporate offices of the Company on an everyday basis. Instead, the Employee shall be nominated permitted to perform those duties at a location or locations based upon the needs of the Company and suiting his convenience with communications as necessary to perform those duties to be made through means of telephone, the internet, telecopy and mail. Notwithstanding the preceding sentence, the Employee agrees to make himself available in person at the Company’s corporate office to the extent reasonably requested by the Nominating and Corporate Governance Committee of the Board for re-election to Chief Executive Officer and/or the Board of Directors at each annual meeting of the Company’s shareholders for so long HME or as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable may be otherwise necessary or appropriate to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companyhereunder.

Duties. The Executive, in his capacity as General Counsel and Chief Operating Officer shall, unless the Board of Trustees of the Company (the “Board”) determines otherwise, report directly to the Company’s Chief Executive Officer of the Company, shall ▇▇▇▇ ▇. ▇▇▇▇▇▇ (or his successor) and faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors Trustees of the Company (the “Board”). Such duties may include, without limitation, ) (including the performance of services for, and serving on the board Board of directors Directors of, any subsidiary or affiliate of the Company without any additional compensation). The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided ; provided, however, that in no event shall this sentence prohibit the following Executive from performing other activities, whether personal, charitable, investment (including real estate investment activities) or business and any other activities approved by the Board, so long as such activities do not materially and adversely interfere with the Executive’s duties to the Company or otherwise violate the terms of the Executive’s Non-Competition Agreement (as defined below) executed by the Executive and provided the Company; and provided, further, that, notwithstanding the foregoing, the Executive shall have the right to continue to act as a trustee of various trusts for the benefit of family members of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (whether such trusts are in existence now or in the future) and, in connection therewith, to act as a manager of various ▇▇▇▇▇▇ family investment entities in which one or more of the trusts is an equity owner, and nothing contained in this Section 2 shall be construed in a manner which could cause the Executive to have to violate any fiduciary duty that the following he may have to any such trusts or family investment entities so long as such activities do not violate materially and adversely interfere with the Executive’s covenant against competition as described at Section 6.2 hereof, during duties for the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the BoardCompany. The Company acknowledges that Board may delegate its authority to take any action under this Agreement to the Executive currently serves as a director of the Company and as the Chairman Compensation Committee of the Board of Trustees (the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Company“Compensation Committee”).

Duties. The 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, in his capacity energies and talents to serving as the President and Chief Executive Officer of the CompanyCompany and the Parent, shall faithfully perform for at the Company the duties direction of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company Parent (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially have such duties and responsibilities as may be assigned to Executive from time to time by the Board, shall perform all of the Executive’s business time duties assigned to Executive faithfully and effort efficiently, subject to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman direction of the Board of the Company. The Company agrees that the Executive and shall be nominated by the Nominating have such authorities and Corporate Governance Committee of the Board for re-election powers as are inherent to the Board undertakings applicable to Executive’s position and necessary to carry out the responsibilities and duties required of Directors Executive hereunder. Executive will perform the duties required by this Agreement at each annual meeting of the Company’s shareholders for so principal place of business unless the nature of such duties requires otherwise. So long as the Executive serves as is the Chief Executive Officer of the Company provided thatParent, at he shall serve as member of the time of each annual meeting, (a) Board and if the Parent forms an Executive is unable Committee of the Board, Executive shall serve as a member of such committee. Notwithstanding the foregoing, during the Employment Period, Executive may devote reasonable time to perform his duties hereunder due activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to a disability the extent such activities do not, in the reasonable judgment of the Board, inhibit, prohibit, interfere with or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the conflict with Executive’s employment hereunder may be terminated by duties under this Agreement or conflict in any material way with the business of the Parent, the Company due to disabilityand their respective affiliates; provided, however, that Executive shall not serve on the board of directors of any business (b) other than the Parent or the Company has not notified or their respective affiliates) or hold any other position with any business without receiving 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 Chief Executive Officer prior written consent of the CompanyBoard, which consent, with respect to serving on private company boards, may not be unreasonably withheld.

Duties. The Executive, in his capacity (a) Director agrees to serve as Chief Executive Officer an Director of the Company and to be available to perform the duties consistent with such position pursuant to the Certificate of Incorporation and Bylaws of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executiveany additional codes, managerial guidelines or administrative nature as shall be specified and designated from time to time by the Board of Directors policies of the Company that may be effective now or in the future (collectively, the “BoardGovernance Documents”)) and the laws of the state of Delaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such duties may time and attention shall include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged participation in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. The Company acknowledges Director also represents that the Executive currently serves as a director Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s best efforts to promote the interests of Company and its stockholders. (b) Without limiting the generality of the Company foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and as the Chairman of OTC Markets, the Board of NASDAQ Stock Exchange and the CompanyNew York Stock Exchange). The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided Director also confirms that, at the time of each annual meetingto Director’s knowledge, (a) if Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Executive is Company’s significant equity or debt holders or any of their respective corporate affiliates that would cause Director to be unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that (i) exercise independent judgment based on 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 best interests of the Company due to disabilityor (ii) make decisions and carry out Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) the Company Director has not notified the Executive no existing relationship or affiliation of its intention any kind with any entity Director knows 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 Chief Executive Officer be a competitor of the Company. (c) By execution of this Agreement, Director accepts Director’s appointment or election as an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (d) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

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

Duties. The Executive, in his capacity as Chief Executive Officer Chairman’s services hereunder will be provided on the basis of the Company, shall faithfully perform for the Company the duties of said office following terms and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time conditions: (a) Reporting directly to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitationCompany, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may Chairman will serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. ; (b) The Company agrees that the Executive shall Chairman will be nominated by the Nominating and Corporate Governance Committee a member of the Board for re-election Board, and will be a partner with the Chief Executive in achieving the organization's mission. (c) The Chairman will provide leadership to the Board of Directors at each annual meeting Directors, to set policy and to whom the Chief Executive is accountable. The Chairman will chair meetings of the Company’s shareholders for so long as Board after developing the agenda with the Chief Executive. (d) The Chairman will discuss issues confronting the organization with the Chief Executive serves as Officer. He will help, guide and mediate Board actions with respect to organizational priorities and governance concerns. The Chairman will review with the Chief Executive Officer any issues of concern to the Board and monitor financial planning and financial reports. The Chairman will formally evaluate the performance of the Chief Executive Officer and informally will evaluate the effectiveness of the Board members. (e) The Chairman will assist the Chief Executive Officer to plan and direct the organization's activities to achieve stated/agreed targets and standards for financial and trading performance, quality, culture and legislative adherence. He will recruit, select and develop Chairman team members and direct functions and performance via the Chairman team. (f) The Chairman will together with the Chief Executive Officer play a leading role in fundraising activities. (g) The Chairman will faithfully, honestly and diligently serve the Company and cooperate with the Company and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the satisfaction of the Company, acting reasonably, and the Chairman will provide any other services not specifically mentioned herein, but which by reason of the Chairman’s capability, the Chairman knows or ought to know to be necessary to ensure that the best interests of the Company provided thatare maintained. (h) The Chairman will assume, at obey, implement and execute such duties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given from time to time by the time Company. (i) The Chairman will report the results of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due as it may request from time to disability, time. (bj) 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 Chief Executive Officer The Chairman will serve as an active director of the CompanyIsraeli Subsidiary.

Duties. The Executive, in his capacity (a) Director agrees to serve as Chief Executive Officer a Director of the Company and to be available to perform the duties consistent with such position pursuant to the Certificate of Incorporation and Bylaws of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executiveany additional codes, managerial guidelines or administrative nature as shall be specified and designated from time to time by the Board of Directors policies of the Company that may be effective now or in the future (collectively, the “BoardGovernance Documents”)) and the laws of the state of Delaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such duties may time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the performance Board; provided, that Director is given reasonable advance notice of services forsuch meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s best efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and serving on agrees to serve in such capacity, subject to the board terms of directors ofthis Agreement, any subsidiary until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as a Director of the Company without any additional compensation. The Executive only and is not being engaged to serve, and shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s duties to serve, the Company and provided that the following activities do not violate the Executivein any other capacity. (c) Director’s covenant against competition as described at Section 6.2 hereof, status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Executive may perform personal, charitable Company in any respect. All payments and other business activitiesconsideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, including, without limitation, serving as a member of one or more boards of directors of charitable and the Director shall assume sole responsibility for discharging all tax or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companyobligations associated therewith.

Duties. The Executive, in Executive shall devote his capacity as full-time efforts to the proper and faithful performance of all duties customarily discharged by a President and Chief Executive Officer for a company doing the type of the business engaged in by Company, shall faithfully perform as well as having responsibility for the Company the day-to-day management of Company, and any additional duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated assigned to him from time to time by the Board of Directors of the Company (the “Board”)Company. Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election report directly to the Board of Directors of Company. Executive agrees to use his best efforts and comply with all fiduciary and professional standards in the performance of his duties hereunder. Executive shall provide services to any subsidiary or affiliate of Company without additional compensation and benefits beyond those set forth in this Agreement, and any compensation and benefits provided to Executive for such services shall be a credit with regard to amounts due from Company under this Agreement. Executive represents and warrants to Company that, at each annual meeting of all times prior to the Company’s shareholders for so long Effective Date when he has served as the Executive serves as the its President and Chief Executive Officer and at all times during the Term, he has either fulfilled or will fulfill his duty of loyalty to Company; and he has either acted or will act in the best interests of Company’s shareholders. Executive has been engaged in the pharmaceutical business for over forty (40) years and has disclosed to Company his ownership interests in Pharmeral, Inc. and Pharmaceutical Ventures, Ltd., as well as his interest as a creditor of Liquipharm, Inc. His involvement with respect to these companies has been disclosed, including but not limited to the sale or licensing of various products, which transactions have in the past included Company. Executive further agrees to disclose any significant change in his association with said entities or in the nature of their business operations if there comes a time when the underlying circumstances represented to the Company provided thatare materially altered. Executive maintains a personal investment portfolio which includes various pharmaceutical holdings. In the event Executive’s holdings in any one individual company exceeds one percent (1%) of his net worth, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive said holdings will be able disclosed in writing 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 Chief Executive Officer of the Company.

Duties. The ExecutiveExecutive agrees that during the Employment Period, in Executive will devote his capacity full business time, energies and talents to serving as the President and Chief Executive Officer of the CompanyCompany and the President and Chief Executive Officer of the Bank, at the direction of the Board and the Bank Board, as the case may be. Executive shall faithfully perform for the Company the have such duties of said office and shall perform such other duties of an executive, managerial or administrative nature responsibilities as shall may be specified and designated assigned to Executive from time to time by the Board and the Bank Board, which duties and responsibilities shall be commensurate with Executive’s position, shall perform all duties assigned to Executive faithfully and efficiently, subject to the direction of Directors the Board and the Bank Board, and shall have such authorities and powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will perform the duties required by this Agreement at the Company’s principal place of business unless the nature of such duties requires otherwise. During the Employment Period, Executive shall be nominated to serve as a member of the Board and the Bank Board, subject to election by those shareholders of the Company and the Bank authorized to vote with respect to the election of directors. 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”). Such , inhibit, prohibit, interfere with or conflict with Executive’s duties may includeunder this Agreement or conflict in any material way with the business of the Employer and its Affiliates; provided, without limitationhowever, the performance of services for, and serving that Executive shall not serve on the board of directors of, of any subsidiary of business (other than the Company Employer or its Affiliates) or hold any other position with any business without any additional compensation. The Executive shall devote substantially all of receiving the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the prior written consent of the Board and the Bank Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Company.

Duties. The Executive(a) Employee shall continue to be nominated as a director of the Company and, in his capacity subject to Employee's election thereto by the Board of Directors or the stockholders of the Company, Employee shall be employed as the President and Chief Executive Officer of the Company. In such capacities, Employee shall faithfully perform for serve as the senior executive officer of the Company and shall have the duties and responsibilities prescribed for such positions by the By-Laws of said office the Company, and shall perform have such other duties of an executive, managerial or administrative nature and responsibilities as shall be specified and designated may from time to time be prescribed by the Board of Directors of the Company or the Executive Committee of the Board of Directors, provided that such duties and responsibilities are consistent with Employee's position as the senior executive officer. In the event that during the term of Employee's employment hereunder Employee's duties and responsibilities are expanded or Employee's title is changed (without reduction in status), then in either or both events the “Board”)rights and obligations under this Agreement shall not be affected. Such duties may include, without limitation, In the performance of services forEmployee's duties, Employee shall be subject to the supervision and serving on direction of the board Board of directors of, any subsidiary Directors of the Company without any additional compensation. The and the Executive Committee of the Board of Directors. (b) Subject to the term of Employee's employment hereunder, Employee shall devote substantially all of the Executive’s business Employee's full working time and effort to the proper performance of Employee's duties and responsibilities as President and Chief Executive Officer. Employee hereby represents and warrants to the Company that Employee has no obligations under any existing employment or service agreement other than the Original Agreement and that Employee's performance of the Executive’s services required of Employee hereunder will not conflict with any other existing obligations or commitments. Nothing in this Agreement shall preclude Employee from engaging, consistent with Employee's duties and responsibilities hereunder. Provided that 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, in charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on community affairs. (c) Employee shall perform the boards of directors of other business organizations that are not engaged in any aspect of services contemplated hereunder at the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director principal executive office of the Company and at such other locations as the Chairman of the Board of the Company. The Company agrees that the Executive shall may be nominated by the Nominating and Corporate Governance Committee of the Board for re-election reasonably necessary to the Board performance of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companyservices.

Duties. The ExecutiveDuring the Term of Employment, in the Executive shall continue to serve as the Company's Managing Director and Secretary. In his capacity as Chief Secretary, the Executive Officer shall have such powers, perform such duties and shall have such responsibilities with respect to the Business of the CompanyCompany usually pertaining and attributed by law, shall faithfully perform for custom or otherwise to the Company office of the duties of said office and shall perform such other duties of an executiveSecretary, managerial or administrative nature except as shall may be specified and designated from time to time expressly limited by the Board of Directors of the Company (Company. In his capacity as Managing Director the “Board”). Such duties may includeExecutive will be involved in corporate planning and development, without limitationcapital raising, the performance regional sales, marketing of services forcorporate products and services, and serving on the board of directors of, any subsidiary of the Company without any additional compensationapproving corporate documents for signature. The Executive shall devote substantially all not without the prior written consent of the Executive’s business time and effort to Company's Board of Directors, during the term of this Employment Agreement, other than in the performance of duties naturally inherent in the Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s duties to business of 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 organizationsapplicable, and may serve on the boards in furtherance thereof, render services of directors of a business, professional or commercial nature to any other business organizations that are not engaged in any aspect of the senior housing industryperson or firm, whether for compensation or otherwise; provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that so long as it does not interfere with his employment hereunder, the Executive currently serves may: (a) attend to outside investments and serve as a director of a corporation which does not compete with the Company Company; (b) serve as a director, trustee or officer of or otherwise participate in educational, welfare, social, religious and civic organizations; (c) serve as a director, officer or employee of any other entity if and to the Chairman of extent consented to in writing by the Board of Directors of the Company. The Executive shall arrange his affairs and lifestyle so that he can perform his duties from the Company's offices currently located at ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Plaza, New York, NY 10017 or at an office facility in Orlando, Florida or at such other locations approved by the Executive. The Executive shall travel as reasonably required in connection with the performance of his duties hereunder. If elected, the Executive may agree to serve any part of the Term of Employment as any other officer of the Company agrees that or as an officer or director of any of the Company's subsidiaries without any additional compensation other than as specified in this Employment Agreement, provided no other liabilities or obligations are imposed on Executive outside the scope of this Employment Agreement. So long as this Employment Agreement is in effect, the Executive shall be nominated by the Nominating and Corporate Governance Committee as a member of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Company.

Duties. The Executive(a) During the Period of Employment (as defined in Section 3), in his capacity as Chief Executive Officer of the Company, shall faithfully perform for serve the Company in such position fully, diligently, competently, and in conformity with the duties provisions of said office and shall perform such other duties this Agreement, directives of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, and Executive shall have duties and authority consistent with Executive’s position as the President and Chief Executive Officer. In this position, Executive shall report to the Board of Directors. If requested by the Company, Executive shall also serve as a member of the Board and any Board committees without any additional compensation. The . (b) Throughout the Period of Employment, Executive shall devote substantially all of the Executive’s her full business time time, energy, and effort skill to the performance of her duties for the Executive’s duties hereunderCompany, vacations and other leave authorized under this Agreement excepted. Provided 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 the following such activities do not interfere with the performance of Executive’s duties to hereunder or conflict with the Company provisions of Sections 14 and 15, and further provided that the following activities do Executive shall 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 serve as a member director of one or more boards of directors of charitable or any other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require publicly traded entity without gaining the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance & Nominating Committee of the Board for re-election prior to the Board commencement of Directors at each annual meeting such service. (c) Executive shall exercise due diligence and care in the performance of her duties for and the Companyfulfillment of his obligations to the 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 shareholders for so long as the Executive serves duties hereunder and consistent with her position as the Chief Executive Officer of the Company. (e) Executive hereby represents to the Company provided thatthat the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, at or otherwise contravene, the time terms of each annual meeting, (a) if the any employment or other agreement or policy to which Executive is unable to perform his duties hereunder due to a disability party or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companyotherwise bound.

Duties. The ExecutiveSubject to the transitions set forth below, in Executive agrees that during the Employment Period, Executive will devote his capacity full business time, energies and talents to serving at the direction of the Board and the Bank Board, as the case may be. (a) Subject to the following subsections of this Section 3, during the Employment Period, Executive shall continue serving as the President and Chief Executive Officer of the Company and the Bank, subject to the direction of the Board. (b) On or after January 1, 2016, the Bank Board shall have the right, and sole discretion, to appoint a new President of the Bank. (c) On or after January 1, 2017, the Bank Board shall have the right, and sole discretion, to appoint a new Chief Executive Officer of the Bank. (d) On or after January 1, 2018, the Board shall have the right, and 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 faithfully perform for continue to serve as a member of the Company Board and the Bank Board. (f) Executive shall have such duties of said office and shall perform such other duties of an executive, managerial or administrative nature responsibilities as shall may be specified and designated assigned to Executive from time to time by the Board and the Bank Board, which duties and responsibilities shall be commensurate with Executive’s above positions, shall perform all duties assigned to Executive faithfully and efficiently, which shall specifically include facilitating an amicable and efficient transition of Directors duties to Executive’s successor for each of the Company (above positions, subject to the “direction of the Board and the Bank Board”). Such duties may include, without limitation, the performance of services for, and serving shall have such authorities and powers as are inherent to the undertakings applicable to Executive’s positions and necessary to carry out the responsibilities and duties required of 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, of any subsidiary of business (other than the Company Employer or its Affiliates) or hold any other position with any business without any additional compensation. The Executive shall devote substantially all of receiving the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the prior written consent of the Board and the Bank Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Company.

Duties. The Executive, in his capacity Employee shall serve as Chief Executive Officer the President of the Legal ------ Enterprise Division of the Company, shall faithfully perform and the Vice President of Sales and Marketing for the Company the duties of said office Parent, as hereinafter defined, and shall perform such other duties report to, and be subject to the general direction and control of an executivethe Chief Executive Officer, managerial or administrative nature as shall be specified the Chief Operating Officer (the "COO") and designated from time to time by the Board of Directors of the Company (the “"Board”") or of the Parent, as applicable. The Employee shall perform such management and administrative duties, consistent with the Employee's positions, as are from time to time assigned to the Employee by the Chief Executive Officer, the COO and the Board (or by the Parent, as applicable) including developing local, regional, and national customers for the Company and its Affiliates (defined below). Such duties may include, without limitation, The Employee further agrees to use his best efforts to develop a national record retrieval business for the performance of services for, Parent and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort Parent's subsidiaries. The Employee also agrees to the performance of the Executive’s duties hereunder. Provided that 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, includingperform, without limitationadditional compensation, serving as a member of one or more boards of directors of charitable or such other professional organizationsservices for the Company, and may serve on the boards of directors of other business organizations that are not engaged in for any aspect of the senior housing industryparent, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director subsidiary or affiliate corporations of the Company and as any partnerships in which the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election may from time to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves time have an interest (herein collectively called "Affiliates"), as the Chief Executive Officer Officer, the COO or Board shall from time to time specify, if such services are of the Company provided that, at nature commonly associated with the time positions of each annual meeting, (a) if Employee set forth above for a company engaged in activities similar to the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated activities engaged in by the Company due to disability, (b) or the Company has not notified the Executive of its intention to terminate the Executive’s employment for causeParent, and (c) to perform such other activities as are consistent with the Executive has Employee's past responsibilities as an employee of the Seller and the LEI Business; provided, that Employee shall not notified be required to engage in any business that is not reasonably related to the Company of his intention resign from his position of Chief Executive Officer Business of the Company, as hereinafter defined, and provided further, that Employee shall under no circumstances be required by the Company or the Parent to relocate his primary residence. For purposes of this Agreement, the "Business of the Company" or, alternatively, "Business" shall be defined as the current business of the Company, including, but not limited to, the marketing and providing of record retrieval and litigation support services in the California area, as well as the national record retrieval business for the Parent and its subsidiaries contemplated above. The term "Company" as used in this Agreement shall be deemed to include and refer to all such Affiliates.

Duties. 2.1 The Executive, in his capacity Executive shall be employed as Chief Executive Officer President of the Bank and President of the Company, shall report to and be subject to the direction of the Chief Executive Officer, and must perform and discharge well and faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall which may be specified and designated assigned to the Executive from time to time by the Board Employer in connection with the conduct of Directors of its business. The Bank anticipates, but makes no assurances that, commensurate with Executive’s role as President, the Company (will include Executive on the “Board”). Such recommended slate of directors presented to the stockholders at each stockholders meeting during the Term pursuant to which Executive's term as a director would expire unless nominated and re-elected. 2.2 In addition to the duties may include, without limitationand responsibilities specifically assigned to the Executive pursuant to Section 2.1 hereof, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall must: (a) devote substantially all of the Executive’s time, energy and skill during regular business time and effort hours to the performance of the Executive’s duties hereunder. Provided that the following activities do not interfere with of the Executive’s duties 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 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer and the Board; (c) timely prepare and forward to the Chief Executive Officer and to the Board all reports and accounting as may be requested of the Company provided thatExecutive; and (d) act in the best interest of the Employer and protect the business and reputation of the Employer. 2.3 The Executive must devote the Executive’s entire business time, at attention and energies to the time of each annual meetingEmployer’s business and must 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 will not be construed as preventing the Executive from: (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as investing the Executive’s employment hereunder may be terminated by personal assets in businesses which are not in competition with the Company due to disability, 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) passive ownership of 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 Company has not notified equity securities of any business in competition with the Executive Business of its intention to terminate the Executive’s employment for cause, and 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 Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of and the CompanyBoard from time to time.

Duties. The Executive, in his capacity (a) Director agrees to serve as Chief Executive Officer an independent Director of the Company and to devote as much time as is reasonably necessary to perform Director’s duties as a Director of the Company, shall faithfully perform for the Company the including duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent 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. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions. The Company also acknowledges that Director may from time to time provide consulting or advisory services for business entities other than the Executive currently serves as a director Company which are not competitors of the Company and that Director may sit on the board of directors of other entities, subject to any limitations set forth by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and applicable fiduciary duties owed to the Company, and limitations related thereto, including those provided by any exchange or quotation service on which the Company’s common stock is listed or traded. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to such entities which are material in nature and use reasonable business efforts to coordinate Director’s respective commitments so as to fulfill Director’s obligations to the Company and, in any event, will fulfill Director’s legal obligations as a director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of Director’s duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit Director’s activities on behalf of (i) any current employer and its Affiliates or (ii) the board of directors of any entities on which Director currently sits. At such time as the Chairman Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, services and responsibilities hereunder. The Company currently intends to hold at least one regular meeting of the Board and each Committee each quarter, together with additional meetings of the Board and Committees as may be required by the business and affairs of the Company. The Company agrees that the Executive Director shall be nominated given reasonable advance notice of such meetings and they will be scheduled at times when Director is available. Director shall make reasonable business efforts to attend (either in person or telephonically) all Board meetings and all pre-scheduled Board committees and subcommittees as reasonably requested and agreed upon by the Nominating Board and Corporate Governance Committee make himself available to the Company at mutually convenient times and places, as appropriate and convenient. (b) Director is an “independent director” with respect to the Company (as such term has been construed under Cayman Islands law with respect to directors of Cayman Islands companies and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director confirms that, as of the Board for re-election Effective Date, to the Board of Directors at each annual meeting of the CompanyDirector’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meetingknowledge, (a) if Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Executive is Company’s significant equity or debt holders or any of their respective corporate Affiliates that would cause Director to be unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that (i) exercise independent judgment based on 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 best interests of the Company due to disabilityor (ii) make decisions and carry out Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Articles of Association of the Company (the “Articles”) and applicable law, and (b) the Company Director has not notified the Executive no existing relationship or affiliation of its intention any kind with any entity Director known 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 Chief Executive Officer be a competitor of the Company. (c) In addition to Director’s service on the Board, Director agrees that, if so selected by the Board, Director shall serve on certain committees of the Board. (d) By execution of this Agreement, Director accepts Director’s appointment or election as an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement and the Articles, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (e) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, except for Japanese withholding tax as required by applicable law, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. The Executive(a) Executive agrees that during the Term of Employment he will hold such offices or positions with the Company, in his capacity as Chief Executive Officer and perform such duties and assignments relating to the business of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors or the chief executive officer of the Company (the “Board”). Such shall direct except that Executive shall not be required to hold any office or position or to perform any duties may include, without limitation, the performance of services for, or assignment inconsistent with his experience and serving on the board of directors of, any subsidiary of the Company without any additional compensationqualifications or not customarily performed by a corporate officer. The Company represents to Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that the following activities do not interfere with Board of Directors (acting by its Compensation Committee) has authorized the Executive’s duties to the Company making of this Agreement and provided expressed its present intention that the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the Term the of Employment Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board will be an elected officer of the Company. The Company agrees that the failure of any future Board of Directors to elect Executive shall be nominated by the Nominating and Corporate Governance Committee as an officer of the Board for re-election Company shall not, however, be deemed to relieve either party hereto of any of his or its obligations under this Agreement. (b) If the Board of Directors at each annual meeting of or the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer chief executive officer of the Company so directs, Executive shall serve as an officer of one or more subsidiaries of the Company (provided that, at that the time duties of each annual meeting, (asuch office are not inconsistent with Executive's experience and qualifications and are duties customarily performed by a corporate officer) if and part or all of the compensation to which Executive is unable entitled hereunder may be paid by such subsidiary or subsidiaries. However, such employment and/or payment of Executive by a subsidiary or subsidiaries shall not relieve the Company from any of its obligations under this Agreement except to perform the extent of payments actually made to Executive by a subsidiary. (c) During the Term of Employment Executive shall, except during customary vacation periods and periods of illness, devote substantially all of his business time and attention to the performance of his duties hereunder due and to a disability the business and affairs of the Company and its subsidiaries and to promoting the best interests of the Company and its subsidiaries and he shall not, either during or other incapacityoutside of such normal business hours, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior engage in any activity inimical 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 Chief Executive Officer of the Companybest interests.

Duties. The Executive, in his capacity Executive shall serve the Company as its President and Chief Executive Officer of the Company, shall faithfully perform for the Company the duties of said office and shall perform to serve in such capacity or other duties of an executive, managerial or administrative nature capacities consistent therewith as shall be specified and designated from time to time by the Board of Directors of the Company (the “Company Board”). Such duties may include) and the Board of Directors of Beacon (the “Beacon Board” and, without limitationtogether with the Company Board, the performance of services for“Boards”) and shall have such duties, authorities and serving on responsibilities as the board of directors of, any subsidiary most senior executive officer of the Company without any additional compensationand Beacon, commensurate with the duties, authorities and responsibilities of persons in similar capacities of similarly sized companies. The During the Term, the Executive shall serve the Company faithfully, diligently and to the best of his ability and shall devote substantially all of the Executive’s his business time time, energy and effort skill to the performance affairs of the Executive’s Company as necessary to perform the duties hereunder. Provided 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 following activities do Executive may upon disclosure to the Beacon Board (i) serve as a member of not interfere 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 be unreasonably withheld); (ii) serve in any capacity with charitable or not-for-profit enterprises so long as there is no material interference with the Executive’s duties to the Company and provided that (iii) make passive investments where the following activities do Executive is not violate obligated or required to, and shall not in fact, devote any managerial efforts. The Company shall have the right to limit the Executive’s covenant against competition as described at Section 6.2 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, during the Term the Executive may perform personal, charitable serves as chairman of the board of directors of Morristown Medical Center and other business activities, including, without limitation, serving as a member of one or more boards the board of directors of charitable or other professional Harlem Lacrosse and Leadership, both non-profit organizations, and may serve on which continued service the boards of directors of other business organizations that are not engaged in any aspect of Beacon Board hereby approves so long as there is no material interference with the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of Executive’s duties to the Company. The Company agrees that In addition, during the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided thatTerm, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able continue to resume his duties on serve as 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 member 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 Chief Executive Officer each of the CompanyBoards.” Section 2.1 of the Agreement is deleted in its entirety and replaced with the following:

Duties. The Executive(a) During the Term of Employment, in his capacity the Executive shall serve as the Chief Executive Officer and Chairman of the Company, shall faithfully perform for Board of the Company the with such authority and duties of said office as are generally associated with such positions and shall perform such other duties of an executive, managerial or administrative nature as shall may be specified and designated assigned to him from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, that are consistent with such authority and serving on the board of directors of, any subsidiary of the Company without any additional compensationduties. The Executive shall devote substantially all report only to the Board of Directors of the Executive’s Company. (b) During the Term of Employment and except as provided in Section 2(d), the Executive shall devote his full business time and effort best efforts to the performance business and affairs of the Executive’s duties hereunderCompany. Provided that The Executive agrees to continue to serve during the following activities do not interfere with Term as a Director and a member of any committee of the Executive’s duties to Boards of Directors of the Company and Company, 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, is indemnified for serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service and all such capacities on the boards of directors of a basis no less favorable than is provided to any other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board Director of the Company. The Company agrees that to use its best efforts to cause the Executive shall to be nominated by elected and continued in office throughout the Nominating and Corporate Governance Committee Term of the Board for re-election to Employment as a member of the Board of Directors of the Company and as Chairman of the Board of Directors and shall include him in the management slate for election as a Director of the Company at each annual every stockholders' meeting of the Company’s shareholders for so long Company at which his term as a Director would otherwise expire. (c) The Company hereby acknowledges and agrees that the Executive serves need not maintain a permanent residence in the Commonwealth of Virginia in order to fulfill his duties hereunder. The Executive agrees to devote such time as he determines, in his sole discretion, is necessary at the Chief Executive Officer headquarters of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable in order to perform his duties hereunder due hereunder. (d) Anything herein to a disability or other incapacitythe contrary notwithstanding, it is reasonably certain that nothing in this Agreement shall preclude the Executive will be able to resume from (i) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs and (iii) managing his personal investments and affairs, provided that such activities do not materially interfere with the proper performance of 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 Chief Executive Officer of the Companyresponsibilities under this Agreement.

Duties. The Executivea. Employee shall be the Managing Licensee and Supervising Veterinarian of the ▇▇▇▇▇▇▇▇ Animal Hospital in Santa Barbara, California (“Hospital”) and shall manage the Hospital b. Employee shall assist the Company in his capacity as Chief Executive Officer identifying and employing one or more additional veterinarians c. Employee shall assist the Company in the identification and acquisition of additional veterinary clinics; d. Employee shall assist the Company in development of the Company’s immuno-therapeutic cancer vaccine (compensation to be determined under separate agreement). During the Employment Period, Employee shall faithfully perform for the Company the his duties of said office hereunder in a diligent manner and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time use his best efforts to time by promote the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board best interests of the Company. The Company agrees It is agreed that Employee will, in good faith and within reasonable limits, which are consistent with the Executive scope and nature of Employee’s duties and responsibilities as set forth in this Agreement, devote the time required to fulfill his duties pursuant to this Agreement and shall be nominated by present as required at the Nominating Hospital to render veterinary services and Corporate Governance Committee manage the Hospital during the hours of operation of the Board for re-election to the Board Hospital. The hours of Directors at each annual meeting operation of the Company’s shareholders for so long Hospital shall be as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular fullfollows: Open Mon-time basis prior to such time as the Executive’s employment hereunder Thu 10am-8pm; Fri 10am-7pm; Sat 10am-3pm; Sun 10am-1pm which may be terminated changed by mutual agreement of Employee and Company. Upon employment by the Company due to disability, (b) of a veterinarian who shall assume the Company has not notified the Executive duties of its intention to terminate the Executive’s employment for cause, Supervising Veterinarian and (c) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer Managing Licensee of the CompanyHospital, Employee shall be required to devote twenty four hours per week to his duties pursuant to this Agreement. It is agreed that Employee will, in good faith and within reasonable limits, which are consistent with the scope and nature of Employee’s duties and responsibilities as set forth in this Agreement, devote the time required to fulfill his duties. Company will (with the assistance of the Employee) make a good faith effort to employee a veterinarian with two (2) months from the Start Date. Employee shall be employed in a professional capacity and this Section 3(b) is not intended to confer “hourly employee” status to the Employee.

Duties. The ExecutiveDuring the Employment Term, Executive shall serve the ------ Corporation in a dual capacity, as its Vice President, or in such other capacity or capacities as may be determined by the Board (provided that his capacity authority, duties and responsibilities shall be at least commensurate in all material respects with his office, status and titles at the time of such change); and as the President and Chief Executive Officer of the Companyits wholly-owned subsidiary, shall faithfully perform for the Company the duties of said office and ▇▇▇▇ Evaluation & Testing Associates, Inc. ("BETA"). Executive shall perform such other duties of an executive, managerial administrative, development, production, marketing and other services and duties for the Corporation, or administrative nature any Subsidiary, at the present location of the Corporation or any office or location less than 25 miles from such location, but in no event more than 40 miles from the principal office of BETA in Pleasantville, New York. During the Employment Term, and excluding any periods of vacation and sick leave, Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Corporation and, to the extent necessary, to discharge the responsibilities assigned to Executive hereunder, to use Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. It is anticipated that during the initial year of this Agreement, Executive shall devote eighty (80%) percent of his time to his responsibilities relating to BETA and twenty (20%) percent of his time to his responsibilities to the Corporation. Thereafter, Executive shall devote such time to the business of each of the Corporation and BETA as shall be specified agreed by Executive and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided thatCorporation it being understood that such time shall continue to be devoted to BETA as shall be required to maintain BETA's viability and effectively operate and manage its affairs. During the Employment Term it shall not be a violation of this Agreement for Executive to (A) serve on corporate, at the time of each annual meetingcivic or charitable boards or committees, (aB) if the Executive is unable to perform his duties hereunder due to a disability deliver lectures, fulfill speaking engagements or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not notified the Executive of its intention to terminate the Executive’s employment for causeteach at educational institutions, and (cC) manage personal investments, so long as Executive's duties in connection therewith do not unreasonably interfere with Executive's duties under this Agreement. Activities of Executive consistent with this Section 4 shall not permit the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the CompanyCorporation to terminate Executive's employment for "Cause", as defined below.

Duties. The Executive, in his capacity Executive shall serve as the Company’s Chief Executive Officer and President and, consistent with the Company’s bylaws and the duties and responsibilities customarily associated with such positions in a public corporation of similar size and business and subject to the direction of the CompanyBoard and the Executive Chairman, shall faithfully perform have general responsibility and ultimate authority for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors implementation of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director policies of the Company and as for the Chairman management of the Board business and affairs of the Company. The Company agrees Executive also shall have any additional duties and any additional responsibilities which may from time to time be reasonably designated by the Board or the Executive Chairman; provided that the Executive shall be nominated by the Nominating and Corporate Governance Committee scope of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that and 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 extent of his intention resign responsibilities shall not be substantially different from his the duties and responsibilities customarily associated with the position of Chief Executive Officer and President in a public corporation of a similar size and business. At all times, the Executive shall be subject to the direction of the Board. During the Employment Period, the Executive shall devote his full business time and best efforts to the business and affairs of the Company and its subsidiaries. Notwithstanding the foregoing, the Executive may: (i) engage in any civic or charitable activity for which the Executive receives de minimis compensation or other pecuniary advantage; (ii) invest his personal assets in any business that is not competitive with the Company or any of its subsidiaries, provided that such investment will not require any services on the part of the Executive which would unreasonably interfere with his obligations hereunder; (iii) purchase securities that are listed on a national securities exchange of any entity that is competitive with the Company or any of its subsidiaries, provided that the Executive may not beneficially own five percent (5%) or more of any class of such securities; (iv) serve as a director of up to three publicly traded entities that are not competitive with the Company or any of its subsidiaries; and (v) participate in any other activity approved in advance in writing by the Board. For purposes of this Section 3, a business or entity is “competitive with the Company or any of its subsidiaries” if such business or entity consists of or includes any type or line of business engaged in retail real estate and such business is conducted, in whole or in part, within a one-hundred (100) mile radius of the Company’s principal executive headquarters.

Duties. (A) The ExecutiveEmployee shall, in during the term of his capacity as Chief Executive Officer of employment with the Company, shall faithfully perform for the Company the duties of said office and shall perform such other services and duties of an executiveexecutive nature in connection with the business, managerial affairs and operations of the Company as may be reasonably and in good faith assigned or administrative nature as shall be specified and designated delegated to him from time to time by or 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. (B) Employee agrees to use his best efforts in the “Board”). Such duties may include, without limitation, the performance of services for, promotion and serving on the board of directors of, any subsidiary advancement of the Company without any additional compensationand its welfare and business. The Executive shall Employee agrees to devote substantially all of the Executive’s business such time and effort to the performance business of the Executive’s Company as is reasonably necessary to fulfill the duties hereunder. Provided of Chairman of the Board, President and Chief Executive Officer; provided, however, that the following activities 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 such 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 Executive’s 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 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 is necessary to satisfactorily perform personal, charitable and other business activities, including, without limitation, serving his duties as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent Chairman of the Board. The Company acknowledges that the Executive currently serves as a director of the Company , President and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided thatCompany. Additionally, at Employee shall undertake such occasional travel, within or without the time of each annual meetingUnited States, (a) if the Executive as is unable or may be necessary to satisfactorily perform his duties hereunder due to a disability or other incapacityand Chairman of the Board, 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, President and (c) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the Company.

Duties. The Executive, in his capacity as (a) As General Counsel and Chief Executive Legal Officer of the Company, Executive shall faithfully perform be responsible for managing and supervising, and shall have responsibility and powers for the day-to-day conduct of, the legal affairs of the Company and its subsidiaries, including, but not limited to, hiring and firing of legal personnel, executing contracts and agreements provided that the dollar value of the contract or agreement does not exceed $50,000, managing and supervising any internal and or external counsel, and shall have all of the powers, authority, duties and responsibilities usually incident to the position and role of said office General Counsel and Chief Legal Officer in companies that are comparable in size and character to the Company, and shall perform such other reasonable duties consistent with the position of an executiveGeneral Counsel, managerial or administrative nature as shall may lawfully be specified and designated from time assigned to time her by the Company’s Board of Directors of the Company (the “Board”) and the Company’s Chief Executive Officer (the “CEO”). Such duties may include. (b) As Chief Ethics Officer of the Company, without limitationExecutive shall be responsible for the general administration, oversight and monitoring compliance with the Company’s Code of Conduct and Business Ethics (the “Code”) and other procedures intended to detect and prevent unethical or illegal behavior, operation and effectiveness of the Company’s hotline, investigating incidents of suspected non-compliance with the Code, reporting to the Audit and/or Governance Committees of the Board regarding the effectiveness of an adherence to the Code, periodically reviewing and revising Company policies and procedures to achieve compliance with applicable rules, regulations, policies and procedures, and making recommendations to the CEO, Audit and/or Governance Committees of the Board regarding disciplinary or remedial action for non-compliance with the Code. (c) During the Term, Executive shall report directly to the Company’s Chief Compliance Officer (the “CCO”), serve the Company and its subsidiaries and devote such time, attention, skill and efforts as is necessary for the performance of services forher duties hereunder; provided however, and serving on that, notwithstanding the board of directors ofabove, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort be permitted, to the performance of the Executive’s duties hereunder. Provided that the following extent such activities do not interfere with the performance by Executive of her duties and responsibilities hereunder, to (i) manage 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 financial and other business activitieslegal affairs, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may (ii) serve on the charitable boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not notified the Executive of its intention to terminate the Executive’s employment for cause, committees and (ciii) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the Companyengage in community service, charitable activities and professional educational duties.

Duties. The Executive(a) Commencing on the Start Date, in his capacity Executive shall serve as Chief Executive Officer of the Company, and as such shall faithfully perform for be the highest ranking executive officer of the Company and shall have the duties and responsibilities customarily exercised by an individual serving in that position in a corporation of said office the size and shall perform such other 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 an executive, managerial or administrative nature ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Founder”) in her capacity as shall be specified the Founder and designated from time Chief Creative Officer of the Company and as to time by which she reports directly to the Board of Directors of the Company (the “Board”). Such duties Without limiting the generality of the foregoing, the Executive shall have responsibility for developing, and overseeing the implementation of, the Company’s business strategy, for determining appropriate staffing levels and for determining hiring and firing decisions, in each case, to the extent appropriate, after giving consideration to any recommendations of the Founder and subject to the approval of the Board as to matters requiring Board approval (which generally do not include day-to-day matters or hiring and firing decisions of persons other than named executive officers). All of the employees of the Company (other than the Founder) shall report, directly or indirectly, to the Executive (it being acknowledged and agreed that (i) the Chief Financial Officer, General Counsel and Internal Audit also have direct reporting responsibilities to the Board and committees thereof and (ii) the editors may includealso report to the Founder). In performing such duties, without limitationservices, and responsibilities, the Executive shall report solely to the Board as a whole (with coordination through the lead director or other independent director designated by the Board). Executive shall continue as a member of the Board. (b) During the Employment Term, the Executive shall use his best energies and abilities in the performance of his duties, services forand responsibilities for the Company, shall comply with the Company’s policies and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive procedures and shall devote substantially all of his business time and attention to the businesses of the Company and its subsidiaries and affiliates. Notwithstanding the foregoing, the parties understand and agree that the Executive may continue to serve as a non-executive consultant to ▇▇▇▇ Metal Management, Ltd through June 30, 2014, so long as such service does not violate or materially interfere with his performance of his duties, services and responsibilities under this Agreement. In addition, the parties understand and agree that Executive may continue to serve on the corporate, civic and charitable boards listed on Schedule A attached hereto and may serve on such other corporate, civic and charitable boards (subject to advance written approval of the Board); provided, that such activities do not violate, or materially interfere with his performance of his duties, services and responsibilities under this Agreement. During the Employment Term, the Executive’s principal location of employment shall be at the Company’s executive offices in New York City, New York, except for customary business time travel on behalf of the Company and effort to the performance its subsidiaries and affiliates. (c) Upon any termination of the Executive’s duties hereunder. Provided that the following activities do not interfere employment 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 hereofCompany, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election deemed to the Board of Directors at each annual meeting of the Company’s shareholders for so long have resigned from all other positions he then holds as the Executive serves as the Chief Executive Officer an employee or director or other independent contractor of the Company provided thator any of its subsidiaries or affiliates, at unless otherwise agreed by the time Company and the Executive. For purposes of each annual meetingdetermining 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 mean, to the extent required under Section 409A of the Internal Revenue Code of 1986, as amended (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity“Section 409A”), 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 “separation from service” as defined in Section 409A and 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 Chief Executive Officer of the Companyapplicable regulations thereunder.

Duties. The Executive, in his capacity (a) Executive shall serve iGTI as President and Chief Executive Officer of and agrees to serve in the same positions with iGATE and to promote the Company’s interests, shall faithfully perform be responsible for the Company the such duties of said office as are commensurate with and shall perform required by such positions, and any other duties of an executive, managerial or administrative nature as shall may be specified and designated from time assigned to time Executive by the Board board of Directors directors of the Company iGATE (the “Board”)) from time to time. Such Executive will be responsible for the day-to-day business operations of the Company, subject to the supervision and direction of the board of directors of iGTI or the Board. (b) As of the Effective Date, Executive shall be appointed to serve as a member of the Board and thereafter shall be nominated for reelection as a member of the Board as Executive’s term as director expires. (c) Executive agrees to perform his duties may includein a diligent, without limitationtrustworthy, the performance of services forloyal, businesslike, productive, and serving efficient manner and to use his best efforts to advance the business and goodwill of the Company. Executive agrees to devote all of his business time, skill, energy and attention exclusively to the business of the Company except for (i) positions on the board of directors of, any subsidiary of the Company without any additional compensation. The other companies or organizations currently held by Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizationsdisclosed on Schedule 2 hereto, and may serve (ii) positions on the boards board of directors of other business organizations that are companies proposed to be taken up by Executive and disclosed to iGTI and in respect of which iGTI grants its approval in writing. (d) During the time Executive is employed with iGTI, he will not engaged engage in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require for his own account or be employed by any other Person, or render any services, give any advice or serve in a consulting capacity, whether gratuitously or otherwise, to or for any other Person without the consent prior written approval of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the CompanyiGTI.

Duties. The Executive, in his capacity as Chief Executive Officer of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as Superintendent shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided thatschool system and shall have, at under the direction of the Board, general supervision and management of all of the public schools and all the personnel in various personnel departments of the school system. Superintendent shall perform those duties set forth in, and be subject to, the written policy of the Board, reserving, however, those legal powers specifically vested in the superintendent by law. In furtherance and not in limitation of the authority granted by the written policy of the Board or the laws of the State of Ohio, and to the extent such duties are not the responsibility of another superintendent or the Treasurer under law, Superintendent shall direct and assign teachers and other employees of the schools under her supervision, shall assign pupils to grade levels and buildings, shall organize, reorganize, and arrange the administrative and supervisory staff, both instructional and non-instructional, as best serves the Board, shall select all personnel for initial employment and make recommendations with respect to the re-employment, non-renewal, layoff, and termination of existing employees, shall have the initial authority to receive and respond to complaints regarding District staff or operations, shall from time to time suggest regulations, rules and procedures deemed necessary for the well- being of each annual meetingthe school district and, (a) if in general, perform all duties incident to the Executive is unable office of superintendent and such other duties as may be prescribed by Board from time to perform his time. In performing these duties hereunder due on behalf of the Board, Superintendent shall have the authority to a disability consult with legal counsel or other incapacityprofessional advisors as may be reasonably necessary, it subject to any limitations imposed by the Board. It is reasonably certain expressly understood and agreed that the Executive will be able performance of the duties of Superintendent may require Superintendent to resume his duties on a regular fullwork outside normal business hours and at non-time basis prior school locations. Superintendent shall have the right to such time attend all school board meetings and all school board and citizen committee meetings, serve as the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not notified the Executive an ex-officio member of its intention to terminate the Executive’s employment for causeall school board committees, and (c) provide administrative recommendations on each item of business considered by each of these groups. Superintendent, in her discretion, and to the Executive has not notified extent permitted by law, may delegate to other school personnel the Company exercise of his intention resign from his position any powers and the discharge of Chief Executive Officer any duties imposed upon Superintendent. The delegation of any power or duty, shall not, however, relieve Superintendent of responsibility for the Companyaction taken under such delegation.

Duties. The Executive, in his capacity (a) Executive shall perform such duties and functions as the Chief Executive Officer and 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 Chief Executive Officer and/or the Board of Directors. Executive shall serve as an officer of the Company without further compensation. At the request of the Chief Executive Officer and/or the Board of Directors, Executive shall serve, without further compensation, as an executive officer of any subsidiary or affiliate 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 or affiliate. (b) During the term of this Agreement, Executive shall devote substantially all of his time and attention, vacation time and absences for sickness excepted, to the business of the Company, as necessary to fulfill his duties. Executive shall faithfully perform for the Company the duties assigned to him with fidelity and to the best of said office 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 and do not violate Section 9 hereof. (c) Nothing in this Section 6 or elsewhere in this Agreement shall be 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 perform his duties hereunder shall be at the Company's offices in Chestnut Hill, Massachusetts or at such other duties of an executive, managerial or administrative nature location as shall may be specified and designated from time to time by the Board of Directors of the Company (Company; provided that if the “Board”)principal location of Executive's duties is transferred from Chestnut Hill, Massachusetts, the new principal location of Executive's duties shall not be transferred beyond a ▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ without Executive's consent. Such Notwithstanding, the foregoing, Executive shall perform such services at such other locations as may be required for the proper performance of his duties hereunder, and Executive recognizes that such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companyinvolve travel.

Duties. The ExecutiveExecutive shall serve the Company in an executive capacity and shall report to, in his capacity as and be subject to the general direction and control of, the Chief Executive Officer of the Company, shall faithfully perform for the Company the duties of said office and . The Executive shall perform such other duties of an executive, managerial or administrative nature and responsibilities and in such capacities as shall may be specified and designated from time to time established by the Board of Directors of and the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensationChief Executive Officer from time to time. The Executive shall devote substantially all of the Executive’s business time perform his duties and effort discharge his obligations well and faithfully and to the performance utmost of the Executive’s duties hereunder. Provided that 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 organizationshis ability, and may serve on shall use his best efforts to promote the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industrysuccess, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director reputation and good will of the Company and its Affiliates. The Executive also agrees to perform, without additional compensation, such services for any Affiliate as the Chairman of the Board of Directors may designate; provided that the Executive's performance of duties and services for any Affiliate shall not unreasonably be added to the time required for performance of his assigned duties and services for the Company. The Company agrees that it will assign to the Executive only those duties and responsibilities of the type, nature and dignity normally assigned to an executive employee of his position in an enterprise of the size, stature and nature of the Company. In performing his duties hereunder, the Executive shall not be nominated by required to relocate outside the Nominating Houston, Texas area. The Executive agrees to devote his full business time, attention, skill and Corporate Governance Committee of the Board for re-election effort exclusively to the Board performance of Directors at each annual meeting his duties and responsibilities hereunder during the term of his employment and any extension or renewal thereof. In addition, except for such personal and business investment activities as are essentially passive in nature and do not involve any breach of fiduciary duty or duty of loyalty to the Company’s shareholders for so long as Company or its Affiliates, the Executive serves as shall not, during the Chief Executive Officer term of his employment hereunder, engage in any other activity, whether or not such activity is conducted or pursued for gain, profit or other pecuniary advantage, if it conflicts or interferes with or adversely affects in any material respect the performance or discharge of Executive's duties and responsibilities hereunder. Without the prior written consent of the Company provided thatthe Executive shall not, at during the time term of each annual meetinghis employment hereunder, (a) if serve as a principal, partner, employee, officer, consultant, advisor or director of any other business concern conducting business for profit except for such personal and business investment activities as are essentially passive in nature. The Executive acknowledges that the Executive is unable employed in an executive and administrative position that is not subject to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that overtime pay under 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, federal wage and (c) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the Companyhour law.

Duties. The Executive(a) Executive agrees that during the Term of Employment he will hold such offices or positions with the Company, in his capacity as Chief Executive Officer and perform such duties and assignments relating to the business of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the shall direct except that Executive is unable shall not be required to hold any office or position or to perform any duties or assignment inconsistent with his duties hereunder due experience and qualifications or not customarily performed by a corporate officer. The Company represents to a disability or other incapacity, it is reasonably certain Executive that the Board of Directors (acting by its Compensation Committee) has authorized the making of this Agreement and expressed its present intention that during the Term of Employment Executive will be able an elected officer of the Company. The failure of any future Board of Directors to resume his duties on a regular full-time basis prior to such time elect Executive as the Executive’s employment hereunder may be terminated by an officer of the Company due shall not, however, be deemed to disability, relieve either party hereto of any of his or its obligations under this Agreement. (b) If the Company has not notified Board of Directors or 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 Chief Executive Officer of the CompanyCompany so directs, Executive shall serve as an officer of one or more subsidiaries of the Company (provided that the duties of such office are not inconsistent with Executive's experience and qualifications and are duties customarily performed by a corporate officer) and part or all of the compensation to which Executive is entitled hereunder may be paid by such subsidiary or subsidiaries. However, such employment and/or payment of Executive by a subsidiary or subsidiaries shall not relieve the Company from any of its obligations under this Agreement except to the extent of payments actually made to Executive by a subsidiary. (c) During the Term of Employment Executive shall, except during customary vacation periods and periods of illness, devote substantially all of his business time and attention to the performance of his duties hereunder and to the business and affairs of the Company and its subsidiaries and to promoting the best interests of the Company and its subsidiaries and he shall not, either during or outside of such normal business hours, engage in any activity inimical to such best interests.

Duties. The ExecutiveCompany does hereby hire, in his capacity engage, and employ the Employee as the Chief Executive Financial Officer and Senior Vice President of Finance of the CompanyCompany and Employee does hereby accept and agree to such hiring, engagement, and employment. Employee shall faithfully perform for serve the Company in such position fully, diligently, competently, and in conformity with provisions of this Agreement and the duties corporate policies of said office the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, as hereinafter defined. During the Period of Employment Employee shall perform such other duties also serve as the Chief Financial Officer and Senior Vice President of an executiveFinance of each subsidiary or affiliate of the Company that is now or that becomes a part of the ▇▇▇. ▇▇▇▇▇▇ Company Group. As used in this Agreement, managerial or administrative nature as the term the "▇▇▇. ▇▇▇▇▇▇ Company Group" shall be specified mean and designated refer to the Company and the Company's subsidiaries and affiliates from time to time time. Subject to specific elaboration by the Board of Directors of the Company as to the duties (which shall be consistent herewith and with Employee offices provided for hereunder) that are to be performed by Employee and the “Board”). Such manner in which such duties may include, without limitationare to be performed, the performance duties of services forEmployee shall entail those duties customarily performed by a Chief Financial Officer and Senior Vice President of Finance of a company with a sales volume and the number of employees commensurate with those of the Company. Provided, however, that at all times during the Period of Employment, Employee shall perform those duties and serving on fulfill those responsibilities and refrain from those activities that are reasonably prescribed or proscribed by the board Board of directors of, any subsidiary Directors of the Company without any additional compensationto be performed or refrained from by her consistent with her positions with the Company. The Employee shall be responsible and report only to the Company's President and Chief Executive Officer. Throughout the Period of Employment, Employee shall devote substantially all of the Executive’s business time her full time, energy, and effort skill to the performance of the Executive’s her duties hereunder. Provided that the following activities do not interfere with the Executive’s duties to for the Company and provided that for 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director benefit of the Company and as the Chairman ▇▇▇. ▇▇▇▇▇▇ Company Group. Employee shall exercise due diligence and care in the performance of her duties for and the Board fulfillment of her obligations to the CompanyCompany under this Agreement. The Company agrees that shall furnish Employee with office, secretarial and other facilities and services as are reasonably necessary or appropriate for the Executive shall be nominated by the Nominating performance of Employee's duties hereunder and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves consistent with her position as the Chief Executive Financial Officer and Senior Vice President of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer Finance of the Company.

Duties. The Executive, in his capacity as Chief Executive Officer of the Company, ’s principal employment duties and responsibilities shall faithfully perform be those duties and responsibilities customary for the Company the duties positions of said office Executive Vice President-General Counsel, Chief Compliance Officer, Secretary and shall perform Assistant Treasurer and such other executive duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves responsibilities as the Chief Executive Officer shall from time to time reasonably assign to the Executive. Notwithstanding the foregoing, the Chief Executive Officer shall have the right to determine the persons who, and the matters on which such persons, report to Executive, and no exercise of such discretion shall be deemed for purposes of this Agreement to modify, alter or impair Executive’s duties and responsibilities hereunder. The Executive shall report directly to the Chief Executive Officer. 2. Subclause (i) of Section 7(c) of the Company provided thatEmployment Agreement is amended in its entirety to read as follows: (i) A material reduction of, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacitymaterial adverse change in, 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 duties, titles, responsibilities or reporting requirements, or the Company due assignment to disability, (b) the Company has not notified the Executive of any duties, responsibilities or reporting requirements that are materially inconsistent with his position, which reduction, change or assignment is inconsistent with the provisions of Section 1(b) hereof; Except as expressly provided herein, the Employment Agreement shall continue in full force and effect. This letter has also been executed by Store Capital Corporation, solely in its intention capacity as the guarantor of the Company’s obligations pursuant to terminate Section 16(g) of the Executive’s employment Employment Agreement. If you agree that the foregoing reflects our agreement with regard to the amendment of the Employment Agreement, please sign both copies of this letter where indicated below and return one of the executed copies to me. Your signature where indicated below also acknowledges your receipt of $100 in consideration for causethe changes to the Employment Agreement contained in this letter. STORE CAPITAL ADVISORS, and (c) the Executive has not notified the Company of his intention resign from his position of LLC By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Chief Executive Officer STORE CAPITAL CORPORATION, as guarantor of the Company’s obligations under the Employment Agreement By: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Agreed and Accepted: EXECUTIVE /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ This SECOND AMENDMENT (the “Amendment”), dated as of June 24, 2014 (the “Effective Date”), is entered into by and among Store Capital Corporation, a Maryland corporation (the “REIT” or the “Guarantor”), STORE Capital Advisors, LLC, a Delaware limited liability company (the “Company”), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Executive”).

Duties. The Executive agrees that during the Employment Period while ------ Executive is employed by the Company, Executive will devote Executive's full business time, in his capacity energies and talents to serving as the Senior Vice President and Chief Executive Technology Officer of the Company, shall faithfully perform Company and the Parent and providing services for the Company at the direction of the Company's President and Chief Executive Officer, or his designee (the "CEO") or, for periods prior to the consummation of the Reorganization, the Manager of the Company or his designee (the "Manager"). Executive shall have such duties of said office and shall perform such other duties of an executive, managerial or administrative nature responsibilities as shall may be specified and designated assigned to Executive from time to time by the Board Manager or CEO, as applicable, shall perform all duties assigned to Executive faithfully and efficiently, subject to the direction of Directors the Manager or CEO, as applicable, and shall have such authorities and powers as are inherent to the undertakings applicable to Executive's position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will perform the duties required by this Agreement at the Company's principal place of business unless the nature of such duties requires otherwise. The parties acknowledge and agree that the Company is transitioning its principal place of business and that no later than December 31, 2000, such principal place of business will be in the greater Chicago metropolitan area. Notwithstanding the foregoing, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar type activities to the extent such activities do not, in the reasonable judgment of the Manager or CEO, as applicable, inhibit, prohibit, interfere with or conflict with Executive's duties under this Agreement or conflict in any material way with the business of the Company (the “Board”). Such duties may includeand its affiliates; provided, without limitationhowever, the performance of services for, and serving that Executive shall not serve on the board of directors of, of any subsidiary of business or hold any other position with any business without receiving the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the prior written consent of the Board. The Company acknowledges that the Executive currently serves Manager or CEO, as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall applicable, which consent may not be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companyunreasonably withheld.

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

Duties. The ExecutiveUpon the Effective Date, in his capacity Employee shall have such powers and duties that are commensurate with the Position, as Chief Executive Officer of the Company, shall faithfully perform for the Company the duties of said office and shall perform well as such other duties of an executive, managerial or administrative nature as shall be specified and designated are reasonably determined from time to time by the Board of Directors of the Company (the “"Board”") of Trinity Biotech PLC (the "Parent Company"). Such . 1.2.1 Employee shall undertake and perform such duties may includeand exercise such powers, without limitation, the performance of services forauthorities, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort directions in relation to the performance of the Executive’s duties hereunder. Provided that 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 his position as described at Section 6.2 hereof, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director CEO of the Company and the Parent Company and their business as the Chairman Board may from time to time at its sole discretion assign or delegate to or vest in him on such terms and subject to such conditions and restrictions as the Board may from time to time at its sole discretion determine or impose. Employee shall comply with all lawful resolutions, regulations, and directions from time to time given to him by the Board. 1.2.2 In pursuance of his duties hereunder (without further remuneration unless otherwise agreed in writing with the Board), Employee shall perform such duties or services for any subsidiary, parent or affiliate of the Company or the Parent Company (an "Associated Undertaking") and accept and hold such offices or appointments in any Associated Undertaking for such period as the Board may from time to time require and in all cases carry out such duties and the duties attendant on any such office or appointment as if they were duties to be performed by Employee on behalf of the Company. The Company, the Parent Company agrees and all Associated Undertakings are referred to as the "Group" and each is referred to as a "Group Company." 1.2.3 Employee must resign from any office held in any Group Company if he is asked to do so by the Company or the Board without claim for compensation or on the Termination Date (as defined below). If Employee does not resign as an officer of a Group Company after having been requested to do so in accordance with this Agreement, the Company will be appointed as his attorney to effect his resignation. By entering into this agreement, Employee irrevocably appoints the Company as his attorney to act on his behalf to execute any document or do anything in his name necessary to effect his resignation. If there is any doubt as to whether such a document (or other thing) has been carried out within the authority conferred by this Section, a certificate in writing (signed by any officer or the secretary of the Company) will be sufficient to prove that the Executive shall be nominated act or thing falls within that authority. To the extent permitted by law, ▇▇▇▇▇▇▇▇ must not resign his office as an officer or director, as applicable, of any Group Company without the Nominating and Corporate Governance Committee agreement of the Board for re-election Board. 1.2.4 Employee shall report to the Board and keep the Board informed (in writing if so requested) of Directors at each annual meeting his conduct of the Company’s shareholders for so long business and affairs of the Comp,;1ny and the Parent Company and provide such explanations as the Executive serves Board may require in connection therewith. 1.2.5 Employee shall comply with all resolutions, regulations, policies, rules and directions from time to time promulgated by the Company, the Parent Company and/or any applicable regulatory authority. 1.2.6 Employee shall be based at a location within the United States of his choosing, provided that Employee notify the Board of that location or any change to that location. It is expected that Employee will combine remote work with time spent across the Company's and the Parent Company's offices. Employee shall be required and hereby agrees to travel to such places (including (if not based there) the Company's offices in New York and the Parent Company's offices in Ireland) and in such manner and on such occasions as the Chief Executive Officer Company may from time to time require in pursuance of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due hereunder. The Company shall use reasonable best efforts to a disability make appropriate work visa or other incapacity, it is reasonably certain arrangements so that the Executive will Employee may be able to resume work as needed by the Group at the Company's headquarters in Ireland in connection with his duties on a regular full-time basis prior to such time as for 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 Chief Executive Officer of the CompanyGroup or under this Agreement.

Duties. The Executive, in his capacity Employee shall initially serve as Chief Executive Officer of the Company. In that capacity, Employee shall faithfully perform for have authority and be responsible to manage the operations of the Company consistent with the Company's annual business plan. The Company's annual business plan will be formulated by Employee and approved by the appropriate Service Line Leader of Enterprise Profit Solutions Corporation, a Delaware corporation, parent of the Company, and subsidiary of EPS Solutions ("EPS"), and will, among other things, set forth guidelines related to budgeting, capital expenditures, hiring and strategic initiatives. Employee will formulate the business plan and manage the Company with the primary goal of enhancing stockholder value by maximizing revenues and profitability of the Company. Employee will have authority to bind the Company to contracts that are consistent with Employee's duties of said office and responsibilities hereunder, subject to limitations consistent with EPS policies. Employee shall perform such other related duties and services as EPS's board of an executivedirectors (the "BOARD") and/or its Chief Executive Officer may from time to time assign, managerial or administrative nature provided however, that if Employee remains employed by the Company, Employee's responsibility and authority within the Company will not be materially diminished without Employee's written consent as shall long as shares of restricted stock purchased by Employee pursuant to the Restricted Stock Purchase Agreement described in Section 4 are subject to Restrictions (as defined in such Restricted Stock Purchase Agreement) (the "RESTRICTED PERIOD"). Except as set forth herein, Employee's position and duties may be specified changed at any time and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of EPS. Such duties shall be rendered at such place or places as the Company provided thatshall require based upon the interest, at the time of each annual meetingneed, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer business and/or opportunities of the Company, provided however, that for the Restricted Period, the principal place at which Employee renders such duties shall not be relocated more than twenty-five (25) miles from the location of such place on the date hereof without Employee's written consent.

Duties. 1 The Company shall employ the Executive, and the Executive shall serve in his capacity as Chief Executive Officer the full-time employ of the Company, on the terms and subject to the conditions set forth in this Agreement. The Executive shall faithfully perform for serve as the Company President and Chief Executive Officer (“CEO”) of the duties of said office and shall perform such other duties of an executiveCompany, managerial or administrative nature as shall be specified and designated from time reporting to time by the Board of Directors of for the Company (the “Board”)) and shall at all times during the Term be the most senior executive officer of the Company. Such The Executive shall have such duties may include, without limitation, and authority commensurate with the performance position of services for, and serving on the board of directors of, any subsidiary CEO of the Company without any additional compensationand shall perform such other duties commensurate with such position as the Board may from time-to-time assign. During the Term, Deutsche Telekom AG (“DT”) shall cause the Executive to be appointed to the Board (and for so long as the Company has publicly traded common stock or other equity securities, the Company shall use its best efforts to cause the Executive to be nominated for election to the Board). The Executive shall devote substantially his best efforts and all of the Executive’s his business time and effort attention to promote the performance benefit and advantage of the Executive’s duties hereunder. Provided Company; provided, however, that the following foregoing shall not preclude the Executive from engaging in appropriate civic, charitable or religious activities do which have been previously approved by the Company’s compliance function consistent with Company policy or from devoting a reasonable amount of time to private investments not interfere inconsistent with the Executive’s duties to the Company Restrictive Covenant and Confidentiality Agreement (as defined below), and provided further, 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 organizations, and may (i) continue to serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industryentities listed on Exhibit A to this Agreement, provided, however, that service and (ii) serve on the additional boards of directors and/or advisory boards from time to time, subject to the approval of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board Board, which approval shall not be unreasonably withheld, provided, further, that in all such cases such service may not materially interfere with the Executive’s full time services to the Company, and such service may continue for so long as such entities do not, in the reasonable and good faith judgment of the Board, compete, directly or indirectly, with the business of the Company. The Company agrees that the Executive Executive’s position shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors based at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided thatheadquarters in Bellevue, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the CompanyWashington.

Duties. The Executive, in his capacity as Executive shall report to the Board of Directors of the Employer (the “Board”) and have the title of Chief Executive Officer of the CompanyEmployer. The Executive shall be appointed to the Employer’s board of directors and be nominated for election as a member of the Board at each annual meeting of shareholders of the Employer occurring during the Term. The Executive shall have such duties as are generally applicable to chief executive officers of companies similar to that of the Employer and which are consistent with the Executive’s experience, shall faithfully perform for the Company the duties of said office expertise and shall perform such other duties of an executive, managerial or administrative nature position as shall be specified and designated assigned to the Executive from time to time by the Board of Directors of Board. During the Company (Term, and except for vacation in accordance with the “Board”). Such duties may include, without limitationEmployer’s standard vacation policies or due to illness or incapacity, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time time, attention, skill and effort efforts exclusively to the performance business and affairs of the Employer and its parents, subsidiaries and affiliates. The Executive understands that the Employer is currently headquartered in Vancouver, British Columbia with substantial operations in Austin, Texas. While the Employer is considering moving its headquarters to the Sarasota, Florida region, no final decision has been made. Accordingly, Executive may be required to spend all or a substantial portion of his time at the Employer’s existing locations. Notwithstanding anything herein to the contrary, to the extent that the following does not impair Executive’s ability to perform Executive’s duties pursuant to this Agreement, nor violate the terms of the provisions set forth in Section 6 hereof, Executive may make personal investments in such form or manner as will not require the Executive’s duties hereunder. Provided that services in 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 operation or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect affairs of the senior housing industrybusiness in which such investments are made. Further, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges it is understood that the Executive currently serves owns directly or indirectly systems relating to GPS golf course products (“Systems”) consisting of approximately 2,000 GPS Video Display units (“Units”) in North America and 700 Units outside North America which the Executive leases to golf courses (“Leases”). To avoid conflict, so long as a director Executive is employed by the Employer, the Executive hereby assigns all of his rights in all of the Company and as advertising revenues generated from the Chairman Units. Should the Executive no longer be employed by the Employer, any advertising agreements that were then in existence with respect to the Units shall be entitled to run throughout the term of the Board of the Company. The Company agrees advertising contracts except that the Executive shall be nominated entitled to the revenues therefrom from the effective date of his termination. During the Term, the Executive will also negotiate and split with the Employer a portion of all of the service and support revenue that he receives, and the Employer in turn will provide service and support to all of the courses covered by the Nominating Leases. During the period ending on the earlier of December 31, 2011 or the Termination Date, Employer will not sell its Units to golf courses if such Units will interfere with the Leases, and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves will not remove the Units from their existing locations so as to compete with the Chief Executive Officer of Employer. As used herein, “compete” means selling or leasing the Company provided that, at the time of each annual meeting, Units to (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated courses which then use Units provided by the Company due to disability, Employer; or (b) courses which are on a prospect list of the Company has not notified Employer with targeted transactions to take place within nine months from the date of removal. Additionally, during the Term, the Executive of shall not acquire additional Systems for lease to golf courses which the Employer or its intention to terminate contracted lease financing company (after notice from the Executive’s employment for cause, and ) has indicated it is interested in leasing. The Executive shall not allocate more than five (c5) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the Companyhours a month to this business activity.

Duties. The Executive, in (a) Executive shall as to the day to day performance of his capacity as Chief Executive Officer duties report to and serve at the direction of the Company, shall faithfully perform for President of the Company (“the President”) and perform such duties and carry such responsibilities as may be set forth by the President, provided however, that such duties and responsibilities shall be reasonably commensurate and consistent with the duties and responsibilities normally assigned to and carried out by a chief financial officer in an industrial company of similar size and organization. In addition, Executive shall act as the C.F.O. of Parent and report to the CEO of Parent and Board of Directors of said office Parent, and, to the extent requested by the President, as the C.F.O. of any subsidiary or affiliate of Unifoil Holdings, Inc. (ii) During the course of performing such duties, the C.F.O. will abide by the instructions of the Board of Directors of the Company and Parent and their representatives. In connection therewith the Executive shall perform at the request of the Chairman or other designated representative of the Board of the Company or Parent make such other duties reports and presentations as may be requested or required by said Board to the Board of an executivethe Company or CEO or Board representative of either the Board or the Company and make available any and all financial reports or information as may be requested by the Board or their representatives. Without limiting the foregoing, managerial the Executive shall promptly report any event, circumstances or administrative nature as shall activity or directive from the President that he believes to be specified and designated from time inappropriate, illegal or harmful or materially adverse to time by the business of the Employer, Parent or affiliates or out of the normal course of business, directly to the Board of Directors of the Company (the “Board”). Such duties may include. (b) In such capacity Executive shall have primary and exclusive authority within the Company to carry out his duties, without limitationincluding, but not limited to, the performance of services forfollowing: (c) In addition, Executive, shall have the duties and serving on carry out the board of directors of, any subsidiary of functions set forth in the Company without any additional compensation. The Unifoil Corporation Job Description attached hereto as Exhibit A and incorporated herein by reference. (d) Executive shall devote substantially all his exclusive business time, energy and skill to the affairs of the Executive’s Employer, Parent and affiliates, except for unrelated business time and effort to the performance ventures or investments, such as real estate, stock investments of the Executive’s duties hereunder. Provided that the following activities publicly traded companies, or other matters, which do not interfere with the Executive’s his duties to the Company hereunder. (e) Executive shall at all times faithfully, diligently, and provided that to the following activities do not violate best or Executive’s ability, experience, and talent, perform all duties reasonably consistent with the Executive’s covenant against competition as described at Section 6.2 position that may be required of and from him pursuant to the express and implicit terms hereof, during to the Term the Executive may perform personalsatisfaction of Company. (f) Executive’s duties shall be rendered at Company’s offices in Fairfield, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizationsNew Jersey, and may serve on at such other place or places as Company shall in good faith require or as the boards interest, needs, business, and opportunities of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations Company shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companymake advisable.

Duties. The Executivea. Executive shall perform his services as President and Chief Operating Officer, in his capacity as under the supervision of the Chairman and Chief Executive Officer and the Operations Committee of the CompanyBoard of Directors (the "Operations Committee")) of Employer and within the framework of the policies and objectives of Employer. In such capacity, Executive (i) shall faithfully perform exercise general day-to-day supervisory responsibility and operational and management authority over Employer and its domestic officers and executives and all of its controlled affiliates in the United States and their respective officers and executives, (ii) shall provide advice and input to members of Employer's Board of Directors and the Operations Committee and shall, at their request, attend all meetings of the Board and the Operations Committee for the Company the duties of said office that purpose, and (iii) shall perform such other duties of an executive, managerial or administrative nature as shall may be specified and designated assigned to him from time to time by the Board of Directors or by the Chairman, or the Operations Committee consistent with the typical duties of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The such positions. b. Executive shall devote substantially all of the Executive’s his entire business time time, attention and effort energies to the performance of his duties and functions under this Employment Agreement and shall not during the Executive’s 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. Provided that the following Executive shall faithfully, loyally and diligently perform his assigned duties and functions and shall not engage in any activities do not interfere whatsoever which conflict with the objectives of Employer's SMR 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 are suitable to his position and adequate for the performance of his duties and functions hereunder. It is understood that Executive’s duties 's "home base" location shall be at Employer's principal Executive officers, which currently are located in Rutherford, New Jersey, but are to be relocated to the Company and provided that the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereofWashington, D.C. area during the Term the Executive may perform personal1996, charitable and or any other business activitieslocation to which Employer shall determine to relocate, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, providedsubject, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board provisions of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companyparagraph 10(c).

Duties. The Executive(a) During the period of employment as provided in Paragraph 1(b) hereof, in his capacity Executive shall serve as Chief Executive Financial Officer of the CompanyCorporation, shall faithfully perform for the Company the duties of said office and shall perform have all powers and duties consistent with such other duties of an executive, managerial or administrative nature as shall be specified and designated from time position subject to time by the Board of Directors direction of the Company (the “Board”). Such duties may shall include, without limitation, the performance following: (i) Chief Financial Officer. The primary duties and responsibilities of services forthe Chief Financial Officer consist of the following: to establish overall financial practices and procedures necessary to maintaining effective accounting control over all aspects of the Corporation and its subsidiaries. In addition, the Chief Financial Officer will have primary responsibility for the appropriate management and investment of the Corporation's assets, particularly cash, to maximize the highest possible rate of return. Additional responsibilities will include dealing primarily with the Corporation's independent auditors, financial institutions, particularly commercial banks and financial analysts, the preparation, based upon information obtained from appropriate personnel, of an annual budget, both consolidated and unconsolidated and additional interim reports as will permit him to maintain effective control and supervision on a continuing basis of the Corporation's financial results or operations and financial status, and serving such further responsibilities as are delegated to Executive by the President and Chief Executive Officer of the Corporation. (b) Executive shall devote substantially her entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of her employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing her personal investments or investing her assets in such form or manner as will not require any significant services on her part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the- Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors ofof any business corporation or any charitable organization on which she now serves and which has been disclosed to the Corporation in writing or, any subsidiary subject to the prior approval of the Company without any Board, from accepting employment to additional compensation. The Executive shall devote substantially all board of the Executive’s business time and effort to directors, provided that such activities do not materially interfere with the performance of the Executive’s 's duties hereunder. Provided . (c) Executive further agrees that 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 term of her employment under this Agreement she will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Executive may perform personal, charitable Corporation and other business activitiesits affiliates without obtaining the prior written consent of the Board, including, without limitation, serving as a member the solicitation or acceptance of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect consulting work from clients of the senior housing industry, provided, however, that service on the boards Corporation and its affiliates for whom she has performed services by virtue of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability this Agreement or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s who she has met in connection with her 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 Chief Executive Officer of the Companyunder this Agreement.

Duties. The Executive, in his capacity During the Term of Employment the Executive shall continue to serve as the Company's Chief Executive Officer and as a member of the Company's Board of Directors (the "Board"). As the Company's Chief Executive Officer, the Executive shall faithfully perform for direct and manage the affairs of the Company with such duties, functions and responsibilities (including the duties right to hire and dismiss employees (subject to approval of said office the Board in the case of corporate officers)) as are customarily associated with and shall perform such other duties incident to the position of an executiveChief Executive Officer and as the Company may, managerial or administrative nature as shall be specified and designated from time to time by time, require of him, subject to the Board of Directors direction of the Company (the “Company's Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. 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 substantially all of the Executive’s business time 's time, attention, knowledge, energy and effort skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, to the performance duties of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry's employment, provided, however, that service on it shall not be a breach of this Agreement for the boards Executive to manage his own private financial investments; or with the consent of the Board (which consent shall not be unreasonably withheld) to be a member of the board of directors of other business organizations shall companies which do not compete with the Company, so long as, in either case, such activities do not require the consent Executive to spend a material amount of time away from his performance of his duties hereunder, do not otherwise interfere with the Executive's performance of his duties hereunder, or otherwise violate this Agreement (including, but not limited to, Section 4 hereof) or the Company's other policies. The principal place of employment of the Board. The Company acknowledges that Executive shall be the Executive currently serves as a director of the Company and as the Chairman of the Board principal executive offices of the Company. The Company agrees Executive acknowledges that in the Executive shall be nominated by the Nominating and Corporate Governance Committee course of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder he may be terminated by the Company due required, from time to disabilitytime, (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 Chief Executive Officer travel on behalf of the Company."

Duties. The (a) During the Employment Period, Executive shall devote Executive’s full business time, in his capacity energy, and talent to serving as President and Chief Executive Officer of the CompanyCompany and the President and Chief Executive Officer of the Bank. (b) Executive shall have the duties, shall faithfully perform for the Company the duties of said office and shall perform such associated power and authority as is necessary to fulfill such duties, that are commensurate with Executive’s positions and any other duties of an executive, managerial or administrative nature as shall that may be specified and designated from time assigned to time Executive by the Board of Directors or Bank Board. Executive shall perform all such duties faithfully and efficiently, and shall at all times conduct herself and the business and affairs of the Company (in the “Board”). Such duties may includehighest professional, without limitation, the performance of services forethical, and serving on legal manner. Executive agrees that Executive shall be loyal and faithful to the board of directors of, Company at all times and shall not make any subsidiary undisclosed profit in any transaction involving the Company and acknowledges that doing so would constitute a breach of the Company without any additional compensationfiduciary duties Executive owes to the Company. The Executive shall devote substantially all of the Executive’s business time time, attention, knowledge, and effort skills solely to the performance business and interests of the Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s duties to Company, and the Company shall be entitled to all of the benefits, profits, and provided that the following activities do not violate the other assets arising from or incident to all work, services, and advice of Executive’s covenant against competition as described at Section 6.2 hereof, and Executive shall not, during the Term the Executive may perform personalterm hereof, charitable and be interested, directly or indirectly, in any manner or in any capacity, in any other business activitiessimilar to or in competition with the Company’s business or the business of any Affiliate. During the Employment Period, includingthe Company shall nominate Executive to be a member of the Board and the Bank Board, without limitationand subject to election by the shareholders, serving Executive agrees to serve as a member of one the Board and the Bank Board. (c) Notwithstanding the foregoing provisions of this Section 2, 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 more boards similar nature to the extent such activities do not, in the judgment of directors of charitable the Board, inhibit, prohibit, interfere with, or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged conflict with Executive’s duties under this Agreement or conflict in any aspect material way with the business of the senior housing industry, Company or any Affiliate; provided, however, that service Executive shall not serve on the boards board of directors of any business (other than the Company or an Affiliate) or hold any other position with any business organizations shall require without receiving the prior written consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Company.

Duties. The Executive, in his capacity as Chief Executive Officer of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. a) The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided thatCorporation, at in which capacities he shall be responsible for directing the operations and strategy of the Corporation and its subsidiaries and such other duties consistent with such position as the Board of Directors of the Corporation (the “Board”) shall determine from time to time. In addition, Executive shall serve as the Chairman of each annual meetingthe Board and as interim General Counsel of the Corporation. Without limiting the foregoing, (a) if the Executive is unable shall consult with the Board with respect to perform his determining the Corporation’s business strategies. The position, duties hereunder due to a disability or other incapacity, it is reasonably certain that and responsibilities of 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 changed, in writing, from time to time after the date of his Agreement by mutual agreement of the Company due parties. The parties further agree that upon a Change of Control (as hereinafter defined), if the Corporation fails and refuses to disabilityelect, (b) the Company has not notified appoint or name the Executive as the Chairman of its intention to terminate the Executive’s employment for cause, Board and (c) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the CompanyCorporation, the Executive, at his sole and exclusive option shall be entitled to terminate this Agreement and upon such termination, the provisions of Section 12 shall apply. (b) In the event that the Executive agrees in writing to be replaced by another individual to serve as the Corporation’s Chief Executive Officer and/or its Chairman of the Board, the Executive’s compensation and benefits hereunder shall not be reduced or compromised in any manner. (c) The Executive shall receive no additional compensation for any services rendered as a Director in the event he is simultaneously employed by the Corporation and serving as a director of the Corporation. (d) During the term of this Agreement, the Executive shall, without compensation other than that herein provided (unless the Board shall assign additional salary for such duties and services), also serve and continue to serve, if and when elected and re-elected, as an officer or director, or both, of any subsidiary, division or affiliate of the Corporation, provided the Executive shall not be obligated to relocate from the New York City metropolitan area and shall not incur any personal liabilities therefore that the corporation does not bond or insure against in amounts satisfactory to the Executive. (e) Unless otherwise agreed to by the Executive, the office of the Executive shall be located at the principal offices of the Corporation within the New York metropolitan area and the Executive shall not be required to locate his office elsewhere without his prior written consent. The Executive shall not be required to travel outside the New York metropolitan area more than sixty (60) days per year.

Duties. The ExecutiveDuring the term of this Agreement, in his capacity the Executive agrees ---------- ------ to be employed by and to serve the Corporation as its President and Chief Executive Officer of Officer, and the CompanyCorporation agrees to employ and retain the Executive in such capacities. In such capacity, the Executive shall faithfully perform for the Company the duties of said office render such managerial, administrative and other services as are customarily associated with or incident to such position and shall perform such other duties of an executiveand responsibilities for the Corporation as the Corporation may reasonably require, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensationconsistent with such position. The Executive shall devote substantially all a substantial portion of his business time, energy and skill to the affairs of the Executive’s business time and effort Corporation, as the Executive shall report to the performance Corporation's Board of Directors. The Corporation shall not appoint any individual to whom the Executive shall report, or who shall have the right to supervise the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards Corporation's board of directors of other business organizations shall require the consent may appoint one or more members of the Boardboard of directors to coordinate the reporting from the Executive to the board of directors. The Company acknowledges In the event that the Corporation changes the Executive's title, working conditions or specifies duties so that the Executive's powers and duties are diminished or reduced, or include powers, duties or working conditions which are not generally consistent with the title of Chief Executive Officer, or if the Corporation changes the reporting relationship so that the Executive currently serves reports to another officer or employee, other than the Corporation's Board of Directors as a director whole, then at any time thereafter, at the Executive's option and upon thirty days notice, and provided that such changes shall not have been rescinded or corrected to the reasonable satisfaction of the Company and as the Chairman of the Board of the Company. The Company agrees that Executive within said thirty day period, the Executive shall have the right to terminate the employment relationship, and in such event, the employment shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election deemed to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be have been 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 Corporation without cause, and (c) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the Company.

Duties. The Executive(a) Throughout the Directorship Term (as defined herein), in his capacity as Chief Executive Officer the Independent Director shall exert reasonable commercial efforts to attend all meetings of the Company, shall faithfully perform for the Company the duties board of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors directors of the Company (the “Board”). Such duties may include, without limitation, ) and quarterly pre-scheduled conference calls between the performance of services for, Board and serving on the board of directors of, any subsidiary management of the Company without any additional compensation(the “Management”). The Executive Furthermore, the Independent Director shall devote substantially all agree to serve on appropriate committees of the Executive’s business time Board (the “Committees”) as reasonably requested and effort to agreed upon by the performance of the Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s duties Board, make himself/herself accessible to the Company at mutually agreeable times and provided locations, attend external meetings and presentations when notified in advance, and undertake such duties, services, and responsibilities as well as wield the authority commensurate with such position. [To the extent the Independent Director serves as member of the Audit Committee of the Board, the Independent Director represents that he/she possesses 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 necessary skills and other business activities, including, without limitation, serving experience to serve as a member qualified financial expert for purposes of one or more boards of directors of charitable or other professional organizationssuch position, and before the United States Securities and Exchange Commission (“SEC”).]1 1 Optional for an Independent Director who does not serve as the Chairperson of the Audit Committee of the Board. (b) The Independent Director shall diligently strive to advance the interests of the Company to the best of his/her ability. The Company acknowledges that, subject to any constraints imposed by any applicable laws and limitations imposed by any exchange or quotation service on which the Company’s Class A ordinary shares are listed or traded, the Independent Director: (i) may presently or in the future hold a full-time executive position with another entity, with responsibilities to such entity taking precedence; and (ii) currently serves or may serve on the boards of directors of other business organizations that are not engaged entities. Notwithstanding the foregoing, the Independent Director shall furnish the Company, prior to the appointment to serve as the Independent Director, written disclosure notice of any and all existing commitments to such entities, subject to the review by the Board. In addition, and notwithstanding the foregoing, the Independent Director shall furnish the Company with prior written disclosure notice of any prospective commitments to such entities and shall exert reasonable commercial efforts to synchronize his/her commitments in order to fulfill his/her obligations to the Company. Furthermore, the Independent Director commits to fulfilling his/her legal duties as an Independent Director regardless of any competing commitments. Save as provided herein, the Independent Director shall not, without prior written notification to the Board, engage in any aspect other business activity that could significantly impede the execution of his/her duties, services, and responsibilities hereunder or contravene the senior housing industryreasonable policies established by the Company from time to time. However, provided, however, it is understood that service this provision does not restrict the Independent Director’s activities on behalf of: (i) any current employer and its affiliates; or (ii) the boards of directors of other business organizations shall require any entities on which the consent Independent Director serves as of the BoardEffective Date. The Company acknowledges that When the Executive currently serves as a director Board receives such written disclosure notification, it reserves the right to request the resignation of the Company and as Independent Director if it determines that such business activity indeed creates conflicts of interest or materially hampers the Chairman execution of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the CompanyIndependent Director’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided thatduties, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not notified the Executive of its intention to terminate the Executive’s employment for causeservices, and (c) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the Companyresponsibilities hereunder.

Duties. The Executive, in his capacity (a) Executive shall serve SCC as Chairman and Chief Executive Officer of and agrees to promote the Company’s interests, shall faithfully perform be responsible for the Company the such duties of said office as are commensurate with and shall perform required by such position(s), and any other duties of an executive, managerial or administrative nature as shall may be specified and designated from time assigned to time Executive by the Board board of Directors directors of the Company SCC (the “Board”), or by such executive or executives of SCC as may be designated by the Board (each a “Designated Supervisor”), from time to time. Such Executive will be responsible for the overall management of the Company, subject to the supervision and direction of the Board or such Designated Supervisor(s). (b) As of the Effective Date, Executive shall be appointed to serve as a member of the Board and thereafter shall be nominated for reelection as a member of the Board as Executive’s term as a director expires, provided that Executive may, in his/her discretion, resign from the Board or decide not to stand for reelection, in each case upon written notice to the Secretary of the Company, given (i) at any time in the case of resignation and (ii) not more than five (5) days following the date on which the Board sets the date for the next annual meeting, in the case of a decision not to stand for reelection. (c) Executive agrees to perform his/her duties may includein a diligent, without limitationtrustworthy, the performance of services forloyal, businesslike, productive, and serving on efficient manner and to use his/her best efforts to advance the board of directors of, any subsidiary business and goodwill of the Company without any additional compensationCompany. The Executive shall agrees to devote substantially all of his/her business time, skill, energy and attention exclusively to the Executive’s business time of the Company and effort will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board. Notwithstanding the foregoing, the Executive will be permitted, with the prior written consent of the Board, to serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization (“Outside Activities”) provided that, such Outside Activities do not, as reasonably determined by the Board, interfere with the performance of the Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s duties and responsibilities to the Company and as 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companyhereunder.

Duties. The ExecutiveCompany does hereby employ and engage the Employee as Senior Vice President & Chief Financial Officer of the Company and each of its subsidiaries and divisions, in his capacity or such other title as the Company's Chief Executive Officer shall specify from time to time, and the Employee does hereby accept and agree to such engagement and employment. The Employee's duties shall be such executive and managerial duties and responsibilities as the Chief Executive Officer shall specify from time to time and as provided in the Bylaws of the Company, shall faithfully perform for as the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall same may be specified and designated amended from time to time. The Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company's Chief Executive Officer. The Employee shall be responsible and report to the Company's Chief Executive Officer. The Company's Chief Executive Officer shall determine the Employee's duties and responsibilities and may assign or reassign the Employee to such executive and managerial duties, responsibilities or positions as such officer deems in the Company's best interest. The Employee shall devote his full-time by attention, energy and skill during normal business hours to the Board of Directors business and affairs of the Company and shall not, during the Employment Term (as that term is defined below), be actively engaged in any other business activity, except with the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary prior written consent of the Company without Company's Board of Directors; provided, however, that in any additional compensation. The Executive shall devote substantially all of the Executive’s event any such other business time and effort to activity will not: (a) adversely affect or materially interfere with the performance of the Executive’s Employee's duties and responsibilities hereunder. Provided that the following activities do not interfere , (b) involve a conflict of interest with the Executive’s duties Company or (c) involve activities competitive with the business of the Company. Notwithstanding the foregoing, the Employee shall be permitted to (i) engage in charitable and community affairs and (ii) make investments of any character in any business not in competition with the Company or any of its subsidiaries or divisions and provided that manage such investment (but not be involved in 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 day-to-day operations of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industrysuch business), provided, however, that service on no such business shall place the boards Employee in a conflict of directors of other business organizations shall require interest with the consent Company or interfere with the performance of the Board. The Company acknowledges that the Executive currently serves as a director of the Company Employee's duties and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companyresponsibilities under this Agreement.

Duties. The ExecutiveExecutive shall have the normal duties, in his capacity as Chief Executive Officer responsibilities, functions, and authority of the Company___, shall faithfully perform for subject to the Company the duties power and authority of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “"Board”"), and Executive shall report to the CEO. Such Executive shall render to the Company administrative, financial, and other executive and managerial services that are consistent with Executive's position as the CEO may from time to time direct. Executive shall devote Executive's full business time and attention (except for vacation periods consistent with the terms of this Agreement and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its Affiliates, and its Subsidiaries. In performing Executive's duties may includeand exercising Executive's authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company's effort to expand the business and operate in conformity with the business and strategic plans. So long as Executive is employed by the Company, Executive shall not, without limitationprior notification and approval of the CEO, who may approve under such procedures as the Board shall from time to time approve, serve on the board of directors of any other company for compensation or remuneration, and Executive shall not undertake, engage in or perform other activities or services for Executive's personal benefit or for the benefit of any Person other than the Company and its Subsidiaries and Affiliates if such other activities or services interfere with the performance of Executive's duties under this Agreement. Subject to the foregoing provision, nothing in this Agreement shall be construed as preventing Executive from engaging in volunteer services forfor charitable, and educational or civic organizations, serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged companies without compensation or remuneration, or investing Executive's personal assets in any aspect of the senior housing industry, such a manner as Executive deems to be appropriate; provided, however, that service on the boards no such other activity shall conflict with Executive's obligations under this Agreement or interfere with Executive's performance of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his Executive's duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companyunder this Agreement.

Duties. 2.1. The Executive, in his capacity as Chief Executive Officer of the Company, Employee shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated exercise the powers which from time to time may be assigned to him or vested in him by the Company in form of a job description, written or oral instructions which shall be consistent with the responsibilities and status of his appointment as described in clause 1.1. The Employee’s responsibilities, to be further detailed in a job description which shall form an integral part of this agreement, shall cover the entire domain of managing all affairs of LHH operations worldwide taken as a whole and shall include the implementation of the business strategy defined by the Board of Directors Directors/ Adecco Group CEO, the development of the Company (LHH business worldwide, supervising and managing the “Board”)LHH operations worldwide, building and leading an efficient and competent management team and organization worldwide, all in line with and pursuant to the rules and policies of the Adecco Group as being enacted from time to time. Such duties may include, without limitationIn his function, the performance Employee may be elected member of services for, and serving on the board of directors ofof several Adecco Group companies, any subsidiary representing the Adecco Group on such boards. No additional remuneration will be paid for board memberships. The Employee is also Member of the Company without any additional compensationGroup Executive Committee of the Adecco Group. The Executive Employee shall devote substantially all the whole of his time, ability and attention to his duties under this agreement during normal office hours and such other times, as may be reasonably required for the Executive’s business time and effort to the proper performance of his duties and he shall use his utmost endeavors to promote the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director interests of the Company and as the Chairman Adecco group and shall not knowingly do or willingly permit to be done anything to the prejudice, loss or injury of the Board of the CompanyCompany or any Adecco group company. The Company agrees accepts that the Executive shall be nominated by Employee keeps up to 2 Board Memberships, subject to mutual written agreement between the Nominating Company and Corporate Governance Committee of the Board for re-election Employee. 2.2. The Employee reports to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer (CEO) of the Adecco Group or his designee. The Employee shall at all times keep his manager properly and fully informed (in writing if so requested) of his conduct of the business or affaires of the Company provided that, at the time and provides such explanations of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time conduct 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 Chief Executive Officer of the Companyrequired.

Duties. The During the Employment Period, Executive shall serve on a full-time basis, and perform services in a capacity and in a manner consistent with Executive’s position for the Company. Executive shall have the title of Chief Legal & Compliance Officer and Corporate Secretary commencing as of the Effective Date and shall have such duties, in his capacity authorities and responsibilities as are consistent with the customary duties, authorities and responsibilities of such a position for a public company, and as the Chief Executive Officer may designate from time to time while the Executive serves as the Chief Legal & Compliance Officer and Corporate Secretary of the Company. While Executive is the Chief Legal & Compliance Officer and Corporate Secretary of the Company, shall faithfully perform for Executive will report directly to the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”)Chief Executive Officer. Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort attention and Executive’s best efforts (excepting vacation time, holidays, sick days and periods of disability) to Executive’s employment and service with the Company; provided that this Section 2 shall not be interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of a passive nature), (ii) engaging in charitable or civic activities, (iii) participating on boards of directors or similar bodies of non-profit organizations, or (iv) subject to approval by the Board in its sole discretion, participating on boards of directors or similar bodies of for-profit organizations, in each case, so long as such activities in the aggregate do not (a) materially interfere with the performance of the Executive’s duties and responsibilities hereunder. Provided that , (b) create a fiduciary conflict, or (c) with respect to (ii), (iii), and (iv) only, detrimentally affect the following activities do not interfere with the ExecutiveCompany’s duties to reputation as reasonably determined by the Company and provided in good faith. If requested, Executive shall also serve as an executive officer and/or member of the board of directors of any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, 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, Company (an “Affiliate”) without additional compensation including, without limitationand being subject to his election by the shareholders of the Company, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of during the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the CompanyEmployment Period.

Duties. The Executive, in his capacity as As President and Chief Executive Officer of the Company, the Executive shall diligently and faithfully perform for such duties and functions as may be assigned to the Executive commensurate with his position as President and Chief Executive Officer of the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensationCompany. The Executive shall serve as a member of the Board of Directors, and shall also be appointed to the Board of Directors of Kangaroo Holdings, Inc. The Executive shall be required hereunder to devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director affairs of the Company and as the Chairman of the Board of the Companyits Affiliates. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board responsible for re-election directly reporting to the Board of Directors at each annual meeting of the Company’s shareholders Directors, and for so long diligently and faithfully performing such duties and functions as may be assigned to the Executive serves commensurate with his position as the President and Chief Executive Officer of the Company provided that, at by the time Board of each annual meeting, (a) if Directors of the Company on all matters for which the Executive is unable responsible. Notwithstanding the foregoing, the Executive shall be permitted to perform invest the Executive’s personal assets and manage the Executive’s personal investment portfolio in such a form and manner as will not require any business services on the Executive’s part to any third party, and provided it does conflict with the Executive’s duties and responsibilities to the Company or the provisions of Section 10 or Section 11 hereof, or conflict with any material published policy of the Company or its Affiliates, including, but not limited to, the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Company or its Affiliates. Notwithstanding the foregoing, the Executive shall also be permitted to participate in customary civic, nonprofit, religious, welfare, social and professional activities that will not materially affect the Executive’s performance of his duties hereunder due hereunder. The Executive may continue to a disability serve on any board of directors and advisory committees of companies on which the Executive currently serves, as long as the business of such companies is not competitive with that of the Company or any of its Affiliates. The Executive shall not serve on the board of directors or advisory committee of any other incapacitycompany without the prior consent of the Company, it is reasonably certain which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the Executive will be able to resume his duties on a regular full-time basis prior to such time shall, during the term of this Agreement and at the request of the Company, also serve as an officer of any Affiliate of the Company as the Executive’s employment hereunder may Board of Directors shall reasonably request. In such capacity, the Executive shall be terminated by responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall be applicable to the Executive while serving in such office as though the Executive and such Affiliate of the Company due to disability, (b) or the Company has not notified had separately entered into this Agreement, except that the Executive shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of its intention to terminate the Executive’s employment for cause, and (c) the Executive has not notified the Company of his intention resign any kind whatsoever from his position of Chief Executive Officer such Affiliate of the Company.

Duties. The Executive, in his capacity as Chief Executive Officer Company has engaged the Contractor perform services related to overseeing and managing the development and execution of the Company, shall faithfully perform for 's long-term strategy with a view to creating shareholder value in the Company capacity of Chairman. The principal role of the duties Chairman of said office the Board is to manage and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by provide leadership to the Board of Directors of the Company Company. The Chairman is accountable to the Board and acts as a direct liaison between the Board and the management of the Company, through the Chief Executive Officer (the “Board”"CEO"). Such duties may include, without limitation, The Chairman acts as the performance communicator for Board decisions where appropriate. The concept of services for, and serving on the board of directors of, any subsidiary separation of the Company without any additional compensation. The Executive shall devote substantially all role of the Executive’s business time and effort to the performance Chairman from that of the Executive’s duties hereunder. Provided CEO implies that the following activities do not Chairman should be independent from management and free from any interest and any business or other relationship which could interfere with the Executive’s Chairman's independent judgment other than interests resulting from Company shareholdings and remuneration. More specifically, the duties and responsibilities of the Chairman are as follows: · to act as a liaison between management and the Board; · to provide independent advice and counsel 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect CEO; · to keep abreast generally of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director activities of the Company and its management; · to ensure that the Directors are properly informed and that sufficient information is provided to enable the Directors to form appropriate judgments; · in concert with the CEO, to develop and set the agendas for meetings of the Board; · to act as Chair at meetings of the Chairman Board; · to recommend an annual schedule of the date, time and location of Board and Committee meetings; · to review and sign minutes of Board meetings; · to sit on other Committees of the Board of the Company. The Company agrees that the Executive shall be nominated where appropriate as determined by the Nominating and Corporate Governance Committee Board; · to call special meetings of the Board where appropriate; · in concert with the CEO, to determine the date, time and location of the annual meeting of shareholders and to develop the agenda for re-election the meeting; · to act as Chair at meetings of shareholders; · to recommend to the Board, after consultation with the Directors, management and the Governance and Nominating Committee, the appointment of members of the Committees of the Board; · to assess and make recommendations to the Board annually regarding the effectiveness of Directors at each annual the Board as a whole, the Committees of the Board and individual Directors; · to ensure that regularly, upon completion of the ordinary business of a meeting of the Company’s shareholders for so long Board, the Directors hold discussions without management present. The Board of Directors reserve the right to amend the Duties and Responsibilities set forth in this Schedule I, from time to time, during the Initial Term of this Agreement, as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companydeemed necessary.

Duties. The (a) Executive shall perform services in a managerial capacity in a manner consistent with Executive’s position as Chief Executive Officer, in his capacity subject to the general supervision of the Board of Directors. (b) Executive shall have the duties and responsibilities consistent with Executive’s position as a Chief Executive Officer of the Company, a public company (provided that Executive shall faithfully perform not have grounds for the Company the duties of said office and shall perform such other duties of an executive, managerial Good Reason solely because Tiptree ceases to be a public company) as may be reasonably assigned or administrative nature as shall be specified and designated from time delegated to time Executive by the Board of Directors of the Company Directors. (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The c) Executive shall (i) devote substantially all of the Executive’s business time time, attention, skill, and effort energy to the business of the Company and to the performance of the Executive’s duties hereunder. Provided that ; (ii) use Executive’s best efforts, business judgment, skills and knowledge to promote the following activities do not interfere success of the Company’s business; (iii) be employed full-time with Employer exclusively; (iv) cooperate with the reasonable and lawful directives of the Board of Directors 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 Company and provided that the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereofcontrary, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may (i) serve on the boards of directors of other business non-profit organizations that are not engaged in any aspect of and, with the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman prior written approval of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating Directors, other for profit companies; (ii) participate in charitable, civic, educational, professional, community or industry affairs; and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company(iii) manage Executive’s shareholders for personal investments so long as such activities individually or in the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his aggregate do not interfere or conflict with Executive’s duties hereunder due to or create a disability potential business or other incapacityfiduciary conflict. Without limiting the foregoing, it is reasonably certain Executive understands and agrees that the Executive will be able to resume his duties on a regular full-at any time basis prior to such time as the during Executive’s employment hereunder may be terminated by the Company due to disabilityhereunder, (b) the Company has not notified the Employer may, in its reasonable discretion, require that Executive of its intention to terminate the cease engaging in any activity if Employer deems that Executive’s employment participation in such activity interferes in any way with Executive’s ability to perform Executive’s duties for cause, and (c) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the Company. (e) Executive represents and warrants that the execution and delivery by Executive of this Agreement do not, and the performance by Executive of Executive’s obligations hereunder will not: (i) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to Executive; or (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. The ExecutiveExecutive will hold the office of Senior Vice President, General Counsel. 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 Operating Officer (“Supervisor”), including, in his Executive’s capacity as Chief Senior Vice President, General Counsel and Compliance Officer, 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 Executive’s Supervisor. Beginning on October 1, 2015 and continuing for the remainder of the Term, and excluding any periods of vacation or personal leave to which Executive Officer is entitled, (i) Executive will render Executive’s services on an exclusive basis to the Company, (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, shall faithfully perform for no outside business activities (provided that the Company 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). From the duties of said office and shall perform such other duties of an executiveEffective Date until September 30, managerial or administrative nature as 2015, executive shall be specified permitted a flexible work schedule allowing approximately twenty (20) hours per week for executive to transition away from his current employment. Executive will perform Executive’s duties under this Agreement with fidelity and designated from time loyalty to time by the Board Company, to the best of Directors Executive’s ability, experience and talent in a diligent, trustworthy, businesslike and efficient manner consistent with Executive’s duties and responsibilities and in accord with best practices within the Company’s industry. So long as they are not inconsistent with the terms of this Agreement, Executive shall also comply with all policies, rules and regulations of the Company as well as all directives and instructions from the Company’s board of directors of the parent of the Company, RMG Networks Holding Corporation, a Delaware corporation (the “Board”). Such duties may include, without limitation, The Company shall have the performance right to purchase in Executive’s name a “key person” life insurance policy naming the Company and any of services forits subsidiaries as the sole beneficiary thereunder, and serving on Executive agrees to cooperate with the board Company’s procurement of directors ofsuch policy, provided that any subsidiary of information provided to an insurance company or broker shall not be provided to the Company without any additional compensation. The Executive shall devote substantially all the prior written authorization of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Company.

Duties. The ExecutiveYou shall perform the following duties, at the Company’s headquarters or at such location as may be reasonably satisfactory to both you and the Company, in his capacity as Chief Executive Officer connection with your employment under this Agreement: (a) Advise and assist in the transition of your duties to the Successor CEO; (b) Provide general financial consulting services to the Successor CEO, the Board and the Investment Committee of the Board; (c) Provide general financial consulting services in connection with the negotiation and implementation of the Company, shall faithfully perform ’s reinsurance program for the fiscal 2013, 2014 and 2015 program years; (d) Provide advice with regard to non-executive key personnel decisions; (e) Provide advice on the investment of the Company’s portfolio assets, including assistance in establishing benchmark investment targets, asset allocation, adviser selection and other related issues; and (f) Provide general advice with respect to the Company’s business and operations and on matters where you have key institutional knowledge of the relevant facts. You shall devote your reasonable best efforts and skills to the Company in performing the duties of said office and shall perform set forth in this Section 3. Your services may be performed at the Company’s headquarters or at such other duties of an executive, managerial or administrative nature locations as shall be specified reasonably acceptable to you and designated from time to time the Successor CEO or the Board. Your services will be performed at such times and in such manner as reasonably requested by the Successor CEO or the Board. During the Term, unless the Board of Directors otherwise consents in advance in writing, you will not participate in any outside business activity that in the reasonable good faith judgment of the Company (the “Board”). Such duties may include, without limitationBoard will either interfere with or be a conflict of interest with, the performance of your duties, activities and employment pursuant to this Agreement (it being understood that you will be given an opportunity to discuss with the Board any decision by the Board that an activity interferes with or presents a conflict of interest hereunder). The level of bona fide services forto be performed by you to the Company will be approximately 20% or less than the average level of bona fide services performed during the 36 months of employment prior to the Effective Date. For the avoidance of doubt, and serving on we agree that you will not perform any policy-making function for the board of directors of, any subsidiary Company or otherwise be deemed to be an “officer” or “executive officer” of the Company without any additional compensation. The Executive shall devote substantially all for purposes of the Executive’s business time federal securities laws. During the Term, you will not seek, and effort the Company will take reasonable precautions to assure that you are not provided with and do not have access to, any material, non-public information about the Company not otherwise known to you as of the Effective Date. It is further agreed that you will not be subject to the performance of the Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s duties to the Company window periods 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged pre-clearance procedures set forth in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and guidelines, and except as the Executive serves as the Chief Executive Officer of provided in Section 8 below, the Company provided that, at will not advise you as to the time existence of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular fullany black-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 Chief Executive Officer of the Companyout periods thereunder.

Duties. The ExecutiveDuring the Term, in his capacity the Executive Chairperson shall hold the title of Executive Chairperson of the Board and be available to perform the duties customarily associated with this function, including (i) acting as Chief Executive Officer chairperson of the Board’s meetings and of meetings of the stockholders of the Company, shall faithfully perform ; (ii) providing leadership to the Board for the Company development, implementation and monitoring of near- and long-term strategic plans for the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company Company; (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman iii) facilitating discussions of the Board of regarding corporate strategy and critical issues facing the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of ; (iv) acting as a liaison between the Company’s shareholders for so long as senior management and the Executive serves as Board and its committees; (v) advising the Company’s senior management on matters of Company operations; (vi) consulting periodically with the Chief Executive Officer of the Company provided thatto obtain such information concerning the Company’s business, at operations, enterprise risk management, and strategic plans as may be necessary for the Board to discharge its duties; and (vii) otherwise performing the duties of Chairperson of the Board, as well as such other customary duties as may be determined and assigned by the Board and as may be required by the Company’s governing instruments, including its certificate of incorporation, bylaws and its corporate governance charters, each as amended or modified from time to time, and by applicable law, rule or regulation, including, without limitation, the Delaware General Corporation Law (the “DGCL”) and the rules and regulations of each annual meeting, the U.S. Securities and Exchange Commission (athe “SEC”) if and any exchange or quotation system on which the Company’s securities may be traded from time to time. The Executive is unable Chairperson will perform such duties described herein in accordance with the general fiduciary duty of executive officers and directors arising under the DGCL. The Executive Chairperson agrees to perform his duties hereunder due provide all information regarding herself as the Company requires to a disability or other incapacity, it is reasonably certain that the satisfy its disclosure obligations under applicable securities laws. The Executive will be able to resume his duties on a regular full-time basis prior to Chairperson shall devote such time as the Executive’s employment hereunder may be terminated by is reasonably necessary to perform her duties to the Company due to disability, (b) the Company has not notified under this Agreement. The Executive Chairperson may perform her duties hereunder from the Executive of its intention to terminate Chairperson’s offices, at home or elsewhere, including at the ExecutiveCompany’s employment for causeoffices in North Carolina or Executive Chairperson’s offices in New York City, and (c) shall travel as reasonably necessary in order to perform the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the CompanyChairperson’s duties under this Agreement.

Duties. The ExecutiveDuring the term of this Agreement, the Executive agrees to be employed by and to serve the Corporation as its Chief Operations Officer and the Corporation agrees to employ and retain the Executive in his capacity such capacities. In such capacity, the Executive shall render such managerial, administrative and other services as Chief Executive Officer of the Company, shall faithfully perform for the Company the duties of said office are customarily associated with or incident to such position and shall perform such other duties of an executiveand responsibilities for the Corporation as the Corporation may reasonably require, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensationconsistent with such position. The Executive shall devote substantially all a substantial portion of her business time, energy, and skill to the affairs of the Executive’s business time and effort Corporation as the Executive shall report to the performance Corporation's board of directors. The Corporation shall not appoint any individual to whom the Executive shall report, or who shall have the right to supervise the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards Corporation's board of directors of other business organizations shall require the consent may appoint one or more members of the Boardboard of directors to coordinate the reporting from the Executive to the board of directors. The Company acknowledges In the event that the Corporation changes the Executive's title, working conditions or specifies duties so that the Executive's powers and duties are diminished or reduced, or include powers, duties or working conditions which are not generally consistent with the title of Chief Operations Officer, or if the Corporation changes the reporting relationship so that the Executive currently serves reports to another officer or employee, other than the Corporation's board of directors as a director whole, then at any time thereafter, at the Executive's option and upon thirty days notice, 190 and provided that such changes shall not have been rescinded or corrected to the reasonable satisfaction of the Company and as the Chairman of the Board of the Company. The Company agrees that Executive within said thirty day period, the Executive shall have the right to terminate the employment relationship, and in such event, the employment shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election deemed to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be have been 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 Corporation without cause, and (c) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the Company.

Duties. The During the Term, the Executive shall serve as the Chief Executive Officer of the Company. In this capacity, the Executive shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to the Executive by the Board and that are not inconsistent with the Executive, in his capacity ’s position as Chief Executive Officer of the Company, shall faithfully perform for . All other employees of the Company shall report, either directly or indirectly, to the Executive. In addition: (a) The Executive will devote her full time and best efforts, talents, knowledge and experience to serving as the Company’s President and Chief Executive Officer. The Executive will perform her duties diligently and competently and will act in conformity with Company’s written and oral policies and within the limits, budgets and business plans set by the Company. The Executive will at all times during the Term of said office this Agreement strictly adhere to and shall perform such other duties obey all of an executive, managerial or administrative nature as shall be specified the rules and designated regulations in effect from time to time relating to the conduct of executives of the Company. The Executive will not engage in consulting work or any trade or business for her own account or for or on behalf of any other person, firm or company that, as determined by the Board of Directors of the Company (the “Board”). Such duties may includein its sole discretion, without limitationcompetes, conflicts or interferes with the performance of services forhere duties hereunder in any material way. (b) The Executive agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts, if any, received from such subsidiary may be offset against the amounts due hereunder. (c) Subject to the approval of the Nominating and serving Governance Committee, which approval shall not be unreasonably withheld, you may serve on the one (1) additional board of directors ofof a company, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to provided that such service does not conflict with or detract from the performance of the Executive’s your duties hereunder. Provided that the following activities do not interfere with the Executive’s duties to the Company as President 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 Chief Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board Officer of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee hereby approves of the Board for re-election continuation of your current service on the board of directors of NovaGold Resources, Inc. as such additional board of directors position. The Company further agrees to your continued service as an advisor to N▇▇▇▇▇ ▇▇▇▇▇ Platinum Corporation, provided that such service does not conflict with or detract from the Board performance of Directors at each annual meeting of the Company’s shareholders for so long your duties as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not notified the Executive of its intention to terminate the Executive’s employment for cause, President and (c) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the Company.

Duties. The ExecutiveEMPLOYEE shall direct all aspects of an organization's legal affairs and provide legal expertise to other departments where and as needed. Employee shall work closely with the Company’s President and/or Chief executive Officer in defining and achieving all objectives. In addition, in his capacity EMPLOYEE’s duties shall be such duties and responsibilities as Chief Executive Officer the Company’s Board of Directors shall specify from time to time, and shall entail those duties customarily performed by the General Counsel of a similarly situated company. EMPLOYEE shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company, shall faithfully perform for the Company the duties ’s Board of said office and shall perform such other duties of an executive, managerial or administrative nature as Directors. EMPLOYEE shall be specified responsible and designated from time report only to time by 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 it deems in the Company's best interest, to the extent such assignment or reassignment is commensurate with the duties customarily performed by the General Counsel of the Company (the “Board”)a similarly situated company. Such duties may includeEMPLOYEE shall devote his full-time attention, without limitation, the performance of services forenergy, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s skill during normal business time and effort hours to the performance of the Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s duties to the Company business 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director affairs of the Company and shall not, during the Employment Term, as that term is defined below, be actively engaged in any other business activity, except with the Chairman 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 a director or member of a committee of any organization or corporation, charity 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 in connection with the FIELD, as hereinafter defined), to government, industrial, and academic panels where it does not conflict with the interests of the Company. The Company agrees that has interests in the Executive shall be nominated 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 EmulsiphanTM 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 Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of employees and duly assigned to the Company provided that, at ( all within the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not notified the Executive of its intention to terminate the Executive’s employment for cause, and “FIELD”); and (c) managing his personal investments or engaging in any other non-competing business; provided that such activities do not materially interfere with the Executive has not notified the Company regular performance of his intention resign from his position of Chief Executive Officer of duties and responsibilities under this Agreement as determined by the Company.

Duties. The Executive, in his capacity as Chief Executive Officer (a) During the term of the Company, Executive's employment hereunder the Executive shall faithfully perform for serve and (i) the Company shall employ the duties Executive as Chairman of said office the Board and (ii) LLC shall perform such other duties employ the Executive as Chairman. The Executive shall preside over the meetings of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “"Board”). Such duties may include, without limitation, ") and of the performance of services for, and serving on the board of directors of, any subsidiary stockholders of the Company without any additional compensation. The Executive at which he shall devote substantially be present and shall in general oversee all of the Executive’s business time and effort to the performance affairs of the Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s duties to the Company and provided that LLC and will perform such services consistent with those of a Chairman of the following activities do not violate the Executive’s covenant against competition Board as described at Section 6.2 hereof, during the Term may be assigned to the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of by the Board. The Company acknowledges that Executive hereby accepts such employment and agrees to perform such services. (b) Subject to the other provisions of this subsection 1(b), the Executive currently serves shall devote such portion of his time, attention and energies during business hours as a director of 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 to the Company and Employers. (c) The Executive shall cooperate with the Employers, including taking such medical examinations as the Chairman of Employers reasonably shall deem necessary, if the Board of Employers shall desire to obtain medical, disability or life insurance with respect to the CompanyExecutive. Where reasonably possible, the Employers shall cooperate with the Executive's request to have such examinations performed by the Executive's personal physician or another physician reasonably acceptable to the Executive. (d) The Company agrees that Executive shall not be required to relocate or conduct the Employers' business outside the New York, New York area in order to perform his duties under this Agreement but shall undertake such reasonable business travel as may be necessary to perform said duties (for which the Executive shall be nominated by the Nominating reimbursed pursuant to Section 4 below for costs and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companyexpenses incurred in connection therewith).

Duties. The Executive(a) During the Term of Employment, in his capacity the Executive shall serve as the Chief Executive Officer and, as provided in Section 2(b) below, a Director of the Company, shall faithfully perform for the Company the with such authority and duties of said office as are generally associated with such position and shall perform such other duties of an executive, managerial or administrative nature as shall may be specified and designated assigned to him from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, that are consistent with such authority and serving on the board of directors of, any subsidiary of the Company without any additional compensationduties. The Executive shall devote substantially all report to the Chairman of the Executive’s Board of Directors of the Company, or someone or some body within the Board if there is no Chairman or if the Executive becomes the Chairman. (b) During the Term of Employment and except as provided in Section 2(c), the Executive shall devote his full business time and effort best efforts to the performance business and affairs of the Executive’s duties hereunderCompany. Provided that the following activities do not interfere with the Executive’s duties The Executive agrees 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, continue to serve during the Term of Employment as a Director and a member of any committee of the Board of Directors of the Company that the Board may designate. The Company agrees to use its commercially reasonable best efforts to cause the Executive may perform personal, charitable to be elected and other business activities, including, without limitation, serving continued in office throughout the Term of Employment as a member of one or more boards the Board of directors Directors of charitable or other professional organizationsthe Company and shall include him in the management slate for election as a Director of the Company at every stockholders' meeting of the Company at which his term as a Director would otherwise expire. (c) Anything herein to the contrary notwithstanding, and may serve nothing in this Agreement shall preclude the Executive from (i) serving on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on corporations or the boards of directors a reasonable number of other business organizations shall require trade associations and/or charitable organizations, in each case subject to the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman prior approval of the Board of Directors of the CompanyCompany (not to be unreasonably withheld), (ii) engaging in charitable activities and community affairs and (iii) managing his personal investments and affairs, provided that such activities do not interfere with the proper performance of his duties and responsibilities under this Agreement. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election may continue to serve in all board positions disclosed to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not notified the Executive date 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 Chief Executive Officer of the Companythis Agreement.

Duties. The Executive2.1 Without prejudice to the duties imposed by law, in his capacity as Chief the Executive Officer shall, to the best of his/her ability, promote, develop and further the interests of the Company, comply with all applicable legal requirements and the Company’s applicable policies and procedures that have been furnished to him/her, and, subject to the terms of this Agreement, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from devote his/her full working time to time by the Board of Directors business and the affairs of the Company (Company. This Agreement shall not be construed as preventing the “Board”). Such duties may includeExecutive from engaging in charitable and community affairs, without limitationparticipating in industry trade association activities, the performance of services foror giving attention to his/her or his/her family’s passive investments, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided provided that the following such activities do not unreasonably interfere with the Executive’s duties and responsibilities to the Company and provided that Company. Passive investments shall mean publicly traded stocks, bonds, retirement funds or other similar investments, including investments in privately held companies so long as any such investment does not require any material amount of time or attention of the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, Executive during the Term work day. Allarity CEO Employment Agreement_James ▇. ▇▇▇▇▇▇_▇▇▇▇▇▇▇ 2023 3 2.2 The Executive shall report to the Board and the Executive may shall perform personalsuch duties and exercise his/her powers, charitable authorities and decisions, consistent with his/her position as the Executive as well as any such other business activitiesduties and responsibilities as determined by the Board in its sole discretion from time to time, includingwithin/under the conditions and restrictions, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on delegated to the boards of directors of other business organizations that are not engaged in any aspect CEO by the Board. 2.3 Subject to the directives of the senior housing industryBoard and the terms of this Agreement, provided, however, that service on the boards Executive shall do all acts and things in the ordinary course of directors of other business organizations shall require the consent of the Board. The Company acknowledges that consistent with his/her position as Executive, which may be necessary or conducive to the Executive currently serves as a director interest of the Company and as in particular, but without prejudice to the Chairman generality of the Board foregoing, the Executive shall be responsible for the day-to-day advancement of the Company’s business goals and activities within their area of responsibility, and shall participate as part of executive management of the Company. 2.4 The day-to-day responsibilities of the Executive do not include decisions/acts, which, compared to the business of the Company or the specific situation of the Company, are considered outside of the ordinary conduct of business and reasonably would be expected to have material impact on the business of the Company. Such decisions/acts must always be submitted to the Board for prior approval, unless such approval cannot be awaited without the business of the Company being subject or exposed to a material adverse impact therefrom. In the event that prior approval has not been obtained, the Board must be informed in writing of any decisions/acts made as soon as practicable. 2.5 The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board responsible, as soon as practicable after he/she becomes aware thereof, for re-election to adequately informing the Board of Directors at each annual meeting of any facts that reasonably would be expected to have a material impact on the Company’s shareholders for so long as business activities and that have not previously been disclosed to the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the CompanyBoard.

Duties. The ExecutiveCompany hereby employs the Executive as an employee, in his capacity and the Executive agrees to be employed by the Company, upon the terms and conditions set forth herein. While serving as an employee of the Company, the Executive shall serve as the Chief Financial Officer and Chief Administrative Officer of the Company, and be appointed to serve as the Chief Financial Officer and Chief Administrative Officer of Subsidiary. The Executive shall be the senior most financial and administrative officer of the Company and Subsidiary, shall report to the Chief Executive Officer of the Company, shall faithfully perform for the Company the duties of said office and shall have such power and authority and perform such other duties of duties, functions and responsibilities as are associated with an executiveincident to such positions, managerial or administrative nature and as shall be specified and designated the Chief Executive Officer may from time to time by the Board require of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, him; provided, however, that service on such authority, duties, functions and responsibilities are commensurate with the boards power, authority, duties, functions and responsibilities generally performed by Chief Financial Officers and Chief Administrative Officers of directors public companies which are similar in size and nature to, and the financial position of, the Company, including, but not limited to, appropriate involvement in meetings of other business organizations shall require and exposure to the consent of the BoardBoard and its committees. The Company acknowledges that Chief Executive Officer shall be entitled to change the Executive’s duties in accordance with the Company’s needs, as determined in the Chief Executive Officer’s sole discretion, and such changes shall not be deemed to cause an adverse change in the Executive’s terms of employment and shall not give rise to any claim by the Executive currently serves against the Company in this regard. The Executive also agrees to serve, if elected, as a director an officer of any other direct or indirect subsidiary of the Company and as the Chairman of the Board of the Company. The Company agrees or Subsidiary, in each such case at no compensation in addition to that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board provided for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as in this Agreement, but the Executive serves in such positions solely as an accommodation to the Company and such positions shall grant him no rights hereunder (including for purposes of the definition of Good Reason). The Executive acknowledges and agrees that his duties shall include travel outside of Israel as may be necessary in order to fulfill his duties hereunder, as determined by the Chief Executive Officer in his sole discretion. The Company and the Executive confirm and agree that this Agreement is a personal employment contract and that the relationship between the parties hereto shall not be subject to any general or special collective employment agreement or any custom or practice of the Company provided that, at the time in respect of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not notified the Executive any 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 Chief Executive Officer of the Companyother employees or contractors.

Duties. The Executive, in his capacity Employee shall perform the following services for the Company: (a) Employee shall serve as Chief Executive Officer of the Company, or in such other position as determined by the Board, and in that capacity shall faithfully perform for work with the Company to pursue the duties of said office and shall perform such other duties of an executive, managerial or administrative nature Company's plans as shall be specified and designated from time to time directed by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves Board agrees to recommend and support Employee as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors Director at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive all times while he is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Company. (b) Employee shall perform duties with the functions of the Chief Executive Officer of the Company, subject to the direction of the Board. (c) During the Term of this Agreement (defined below), Employee shall devote substantially all of Employee's business time to the performance of Employee's duties under this Agreement, and substantially all of Employee's business time under this Agreement will be spent in the Company's locations on Long Island, New York, except for business trips taken on behalf of and for the business interests of the Company, unless otherwise agreed to by the Board; provided, however, that Employee may serve as a Director of up to two other entities so long as such entities are not competitive with the Company and such service would not pose a conflict for Employee or restrict his ability to carry out his duties to the Company, and so long as any such position is approved by the Board. Without limiting the foregoing, Employee shall perform services on behalf of the Company for at least forty hours per week, and Employee shall be reasonably available at the request of the Company at other times, including weekends and holidays, to meet the needs and requests of the Company's operations, customers, and Board. (d) During the Term, Employee will not engage in any other activities or undertake any other commitments that conflict with or take priority over Employee's responsibilities and obligations to the Company, its business, and its customers, including without limitation those responsibilities and obligations incurred pursuant to this Agreement. (e) During the Term, the Company will not require Employee to relocate his residence nor will the Company require that over any material period of time Employee will be required to be physically present at the Company's facilities to a greater degree than was the case prior to the effective date of this Agreement.

Duties. The Executive, in his capacity as Chief Executive Officer of the Company, shall faithfully perform for serve the Company the duties of said office in an executive capacity and shall perform such other duties of an executivereport to, managerial or administrative nature as shall and be specified subject to the general direction and designated from time to time by control of, the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensationCompany. The Executive shall devote substantially all perform such duties and responsibilities and in such capacities as may be established by the Board of the Executive’s business Directors from time to time. The Executive shall perform his duties and effort discharge his obligations well and faithfully and to the performance utmost of the Executive’s duties hereunder. Provided that 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 organizationshis ability, and may serve on shall use his best efforts to promote the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industrysuccess, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director reputation and good will of the Company and its Affiliates. The Executive also agrees to perform, without additional compensation, such services for any Affiliate as the Chairman of the Board of Directors may designate; provided that the Executive's performance of duties and services for any Affiliate shall not unreasonably be added to the time required for performance of his assigned duties and services for the Company. The Company agrees that it will assign to the Executive only those duties and responsibilities of the type, nature and dignity normally assigned to an executive employee of his position in an enterprise of the size, stature and nature of the Company. In performing his duties hereunder, the Executive shall not be nominated by required to relocate outside the Nominating Houston, Texas area. The Executive agrees to devote his full business time, attention, skill and Corporate Governance Committee of the Board for re-election effort exclusively to the Board performance of Directors at each annual meeting his duties and responsibilities hereunder during the term of his employment and any extension or renewal thereof. In addition, except for such personal and business investment activities as are essentially passive in nature and do not involve any breach of fiduciary duty or duty of loyalty to the Company’s shareholders for so long as Company or its Affiliates, the Executive serves as shall not, during the Chief Executive Officer term of his employment hereunder, engage in any other activity, whether or not such activity is conducted or pursued for gain, profit or other pecuniary advantage, if it conflicts or interferes with or adversely affects in any material respect the performance or discharge of Executive's duties and responsibilities hereunder. Without the prior written consent of the Company provided thatthe Executive shall not, at during the time term of each annual meetinghis employment hereunder, (a) if serve as a principal, partner, employee, officer, consultant, advisor or director of any other business concern conducting business for profit except for such personal and business investment activities as are essentially passive in nature. The Executive acknowledges that the Executive is unable employed in an executive and administrative position that is not subject to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that overtime pay under 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, federal wage and (c) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the Companyhour law.

Duties. The Executive, in his capacity (a) Executive shall serve SCC as Chief Executive Officer of President and agrees to promote the Company’s interests, shall faithfully perform be responsible for the Company the such duties of said office as are commensurate with and shall perform required by such position(s), and any other duties of an executive, managerial or administrative nature as shall may be specified and designated from time assigned to time Executive by the Board board of Directors directors of the Company SCC (the “Board”), or by such executive or executives of SCC as may be designated by the Board (each a “Designated Supervisor”), from time to time. Such duties may include, without limitation, Executive is the performance of services for, and serving on the board of directors of, any subsidiary Chief Investment Officer of the Company without any additional compensation. The and will be responsible for the deal team and for general corporate oversight with the CEO of the Company, subject to the supervision and direction of the Board or such Designated Supervisor(s). (b) As of the Effective Date, Executive shall be appointed to serve as a member of the Board and thereafter shall be nominated for reelection as a member of the Board as Executive’s term as a director expires, provided that Executive may, in his/her discretion, resign from the Board or decide not to stand for reelection, in each case upon written notice to the Secretary of the Company, given (i) at any time in the case of resignation and (ii) not more than five (5) days following the date on which the Board sets the date for the next annual meeting, in the case of a decision not to stand for reelection. (c) Executive agrees to perform his/her duties in a diligent, trustworthy, loyal, businesslike, productive, and efficient manner and to use his/her best efforts to advance the business and goodwill of the Company. Executive agrees to devote substantially all of his/her business time, skill, energy and attention exclusively to the Executive’s business time of the Company and effort will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board. Notwithstanding the foregoing, the Executive will be permitted, with the prior written consent of the Board, to serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization (“Outside Activities”) provided that, such Outside Activities do not, as reasonably determined by the Board, interfere with the performance of the Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s duties and responsibilities to the Company and as 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companyhereunder.

Duties. The ExecutiveDuring the term of this Agreement, in his capacity the Executive agrees to be employed by and to serve the Corporation as its President and Chief Executive Officer of and the CompanyCorporation agrees to employ and retain the Executive in such capacities. In such capacity, the Executive shall faithfully perform for the Company the duties of said office render such managerial, administrative and other services as are customarily associated with or incident to such position and shall perform such other duties of an executiveand responsibilities for the Corporation as the Corporation may reasonably require, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensationconsistent with such position. The Executive shall devote substantially all a substantial portion of her business time, energy, and skill to the affairs of the Executive’s business time and effort Corporation as the Executive shall report to the performance Corporation's board of directors. The Corporation shall not appoint any individual to whom the Executive shall report, or who shall have the right to supervise the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards Corporation's board of directors of other business organizations shall require the consent may appoint one or more members of the Boardboard of directors to coordinate the reporting from the Executive to the board of directors. The Company acknowledges In the event that the Corporation changes the Executive's title, working conditions or specifies duties so that the Executive's powers and duties are diminished or reduced, or include powers, duties or working conditions which are not generally consistent with the title of President and Chief Executive Officer, or if the Corporation changes the reporting relationship so that the Executive currently serves reports to another officer or employee, other than the Corporation's board of directors as a director 202 whole, then at any time thereafter, at the Executive's option and upon thirty days notice, and provided that such changes shall not have been rescinded or corrected to the reasonable satisfaction of the Company and as the Chairman of the Board of the Company. The Company agrees that Executive within said thirty day period, the Executive shall have the right to terminate the employment relationship, and in such event, the employment shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election deemed to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be have been 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 Corporation without cause, and (c) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the Company.

Duties. The ExecutiveEffective November 11, in 2024, Executive shall resign his capacity position as Chief Executive Administrative and Financial Officer of Premier and Premier, Inc. During the Advisory Term (as defined in Section 3), Executive shall be employed as Executive Advisor to the Company. Specifically, shall faithfully perform for during the Company Advisory Term (as defined below), Executive shall: a. Perform the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified exercise the powers and designated functions that from time to time may be reasonably assigned or vested in him by the Board Company’s CEO in relation to (1) Premier and its Related Companies; and/or (2) Premier’s partner hospitals, members and other affiliated health care organizations (collectively, Premier’s “Affiliates”), reporting directly to the Company’s CEO; b. Faithfully and loyally serve Premier and its Related Companies to the best of Directors his ability and use his utmost endeavors to promote their interests in all respects, including but not limited to refraining from any attempt to usurp Premier or its Related Companies’ corporate benefits or opportunities for Executive’s personal gain; c. Adhere faithfully to all applicable professional ethics and business practices, including but not limited to Premier and is Related Companies’ Code of Conduct and Conflict of Interest Policies; d. Be fully and readily available to work on and perform his duties consistent with his position as Executive Advisor to the Company as assigned from time to time (other than at times involving approved vacation, leave or disability); and e. Assist in succession and transition efforts for Executive’s former position as Chief Administrative and Financial Officer. Except as specifically authorized in advance by the Company CEO in writing, during the Employment Term, Executive shall work full-time and exclusively for Premier and its Related Companies and shall not be engaged as an employee, consultant or otherwise in any other business or commercial activity pursued for gain, profit or other pecuniary advantage, either on a full-time or part-time basis. Nonetheless, this Agreement shall not be construed as prohibiting Executive during the Employment Term from: (1) with the advance written consent of the Company Board, serving as a member of a board of directors of a public or private corporation or other entity; (the “Board”). Such duties may include, without limitation, the performance of services for, and 2) participating in charitable or non-profit activities or serving on the board of directors of, of any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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, or non-profit organization; (3) serving as a director, officer or committee member of one or more boards of directors of charitable in equivalent positions with Premier’s Related Companies and/or any Affiliate during the Employment Term, for which Executive shall not receive any additional compensation except as otherwise provided in Section 4; and (4) making or other professional organizations, and may serve on managing personal investments in such form or manner as will neither require his services in the boards of directors of other business organizations that are not engaged in any aspect operation or affairs of the senior housing industry, providedcompanies or enterprises in which such investments are made nor violate the terms of Sections 2.b.-2.d. and 7-14 hereof. The Parties, however, agree that service on such activities must not singly or in the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Companyaggregate prevent, unduly limit or materially interfere with Executive’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable ability to perform his the duties hereunder due and responsibilities to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the CompanyPremier under this Agreement.

Duties. The Executive, in his capacity as Chief As an Executive Officer Vice President of the Company, the Executive shall faithfully perform for carry out the Company the duties of said office strategic plans and shall perform such other duties of an executive, managerial or administrative nature policies as shall be specified and designated from time to time established by the Board of Directors of the Company and shall report to the Board of Directors. The Executive’s duties shall include but not be limited to the following: (i) Supporting the “Board”). Such duties may include, without limitation, operations and administration of the performance Board of services for, Directors by advising and serving on informing Board members with regard to the board of directors of, any subsidiary 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 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 offices, including without any additional compensationlimitation: (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. 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. The Executive shall devote substantially all of the Executive’s business such time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable required to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companyservices hereunder.

Duties. The Executive, in his capacity (a) Director agrees to serve as Chief Executive Officer an independent Director of the Company and to be available to perform the duties consistent with such position pursuant to the Certificate of Incorporation and Bylaws of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executiveany additional codes, managerial guidelines or administrative nature as shall be specified and designated from time to time by the Board of Directors policies of the Company that may be effective now or in the future (collectively, the “BoardGovernance Documents”)) and the laws of the state of Delaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such duties may time and attention shall include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged participation in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. The Company acknowledges Director also represents that the Executive currently serves as a director Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s best efforts to promote the interests of Company and its shareholders. (b) Without limiting the generality of the Company foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and as the Chairman of OTC Markets, the Board of NASDAQ Stock Exchange and the CompanyNew York Stock Exchange). The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided Director also confirms that, at the time of each annual meetingto Director’s knowledge, (a) if Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Executive is Company’s significant equity or debt holders or any of their respective corporate affiliates that would cause Director to be unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that (i) exercise independent judgment based on 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 best interests of the Company due to disabilityor (ii) make decisions and carry out Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) the Company Director has not notified the Executive no existing relationship or affiliation of its intention any kind with any entity Director knows 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 Chief Executive Officer be a competitor of the Company. (c) In addition to Director’s service on the Board, Director agrees that, if so selected by the Board, Director shall serve as a Member of the Audit & Nomination Committees of the Board. (d) By execution of this Agreement, Director accepts Director’s appointment or election as an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (e) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. The Executive(a) During the period of employment as provided in Paragraph 1(b) hereof, in his capacity Executive shall serve as Chief Executive Officer Vice President of Technology and Marketing of the CompanyCorporation, shall faithfully perform for the Company the duties of said office and shall perform have all powers and duties consistent with such other duties of an executive, managerial or administrative nature as shall be specified and designated from time position subject to time by the Board of Directors direction of the Company (the “Board”). Such duties may shall include, without limitation, the performance following: (i) Executive Vice President of services forTechnology & Marketing. The primary duties and responsibilities of the Executive Vice President of Technology and Marketing consist of the following: the development and implementation of an overall strategy and business plan for the Corporation with particular emphasis focused upon the identification and acquisition of additional businesses; primary responsibility for all aspects of the implementation of the Corporation's technologies; responsibility for the development and implementation of a marketing plan for the Corporation's technologies; and such further responsibilities as are delegated to Executive by the President and Chief Executive Officer of the Corporation. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and serving shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors ofof any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, any subsidiary subject to the prior approval of the Company without any Board, from accepting employment to additional compensation. The Executive shall devote substantially all board of the Executive’s business time and effort to directors, provided that such activities do not materially interfere with the performance of the Executive’s 's duties hereunder. Provided . (c) Executive further agrees that 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 term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Executive may perform personal, charitable Corporation and other business activitiesits affiliates without obtaining the prior written consent of the Board, including, without limitation, serving as a member the solicitation or acceptance of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect consulting work from clients of the senior housing industry, provided, however, that service on the boards Corporation and its affiliates for whom he has performed services by virtue of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform this Agreement or who he has met in connection with his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companyunder this Agreement.

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

Duties. The Executive4.1 Until such time as Executive receives all necessary regulatory licenses and approvals, in his capacity Executive is engaged hereunder as Chief Executive Officer an employee of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time reporting to time by the Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of Directors of Company (the "Chairman") with such duties as the Chairman shall determine but which shall not include any duties with respect to or authority over any aspect of Company's gaming operations nor shall any employee of Company's gaming operations report to Executive. The From and after such time as Executive receives all necessary regulatory licenses and approvals, he shall be and become President and Chief Operating Officer of Company, and he agrees thereafter to perform the duties and services incident to that position, or such other or further duties and services of a similar nature as may be reasonably required of him by the Chairman. Executive agrees to serve as an officer of Company agrees that the or any subsidiary of Company or affiliated company without additional compensation. 4.2 Executive shall have such power and authority as shall reasonably be nominated by the Nominating and Corporate Governance Committee of the Board for re-election required to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the enable Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due in an efficient manner, provided, that in exercising such power and authority and performing such duties, Executive shall at all times be subject to the supervision of the Chairman. 4.3 Executive shall devote his full business time, attention, energies and best efforts to the performance of his duties hereunder and to the promotion of the business and interests of Company and of any of its corporate subsidiaries or affiliated companies. The foregoing shall not be construed, however, as preventing Executive from investing his assets in such form or manner as will not require services on the part of Executive in the operations of the business in which such investment is made and provided such business is not in competition with Company or, if in competition, such business has a disability class of securities registered under the Securities Exchange Act of 1934 and the interest of Executive therein is solely that of an investor owning not more than 3% of any class of the outstanding equity securities of such business. Executive may also act as a director of or engage in other activities for any charitable, educational or other incapacitynon-profit institution, it is reasonably certain that so long as such activities do not materially interfere with the Executive will be able to resume his performance of Executive's 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 Chief Executive Officer of the Companyhereunder.

Duties. The ExecutiveCompany hereby engages the Executive and the Executive ------ hereby accepts engagement by the Company as an Executive Officer, in his capacity and Cinmar, Inc. hereby engages the Executive and the Executive hereby accepts engagement by Cinmar, Inc. as Chairman and Chief Executive Officer of Cinmar, Inc., the Companysole general partner of Cinmar Acquisition, shall faithfully perform for LP, the wholly-owned limited partnership ("New L.P.") of the Company which will operate the duties "Frontgate Business" formerly operated by Cinmar, L.P., upon the terms and subject to the conditions set forth herein. The Executive shall be the primary executive officer of said office New L.P., or its successor, if any, and shall have primary authority over and, to the best of his abilities, be responsible for, the operation and management of New L.P., subject to review and approval of the Board of Directors of Cinmar, Inc. as is appropriate with respect to the customary authority of a chief executive officer. The Executive shall use such other titles and have such duties as shall be agreed upon between the Executive and the Company from time to time. The Executive shall also perform such other duties consistent with his position as an Executive Officer of an executive, managerial or administrative nature the Company as shall be specified and designated from time to time by the Board of Directors of the Company (Company, provided Executive shall, in his discretion, be entitled to allocate at least 50% of his time to the “Board”). Such duties may include, without limitation, the performance of services forFrontgate Business, and serving on the board balance, for other Cornerstone activities, and greater amounts of directors of, any subsidiary his time for shorter periods of time if reasonably required by the Company without any additional compensationFrontgate Business. The Executive shall devote substantially all perform his duties on behalf of the Executive’s business time New L.P. and effort to the performance of the Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s duties to the Company and on a substantially full-time basis, 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 organizations, and may shall be entitled to serve on the boards Boards of directors Directors (or other governing bodies) of other business up to three (3) for profit organizations that are not engaged in any aspect (provided no conflict of interest with the senior housing industryCompany exists) and, provided, however, that service on the boards of directors of other business organizations shall require with the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of Directors, which shall not be unreasonably withheld or delayed, additional Boards of Directors (or similar governing bodies) of for profit organizations, and on the CompanyBoards of Directors (or similar governing bodies) of not for profit organizations. The Company agrees that During the term of this Agreement, New L.P. (or its successor operating the Frontgate Business) shall maintain its principal executive offices in the Greater Cincinnati, Ohio area and Executive shall not be nominated by required to relocate from the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided thatGreater Cincinnati, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the CompanyOhio area.

Duties. The Executive shall serve as the Executive Vice President of Sales and Marketing, and perform, under and according to Employer's direction and control and to the best of Executive's abilities, in his capacity as Chief Executive Officer of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an all executive, advisory, administrative, and/or managerial duties which may be assigned or administrative nature as shall be specified and designated delegated to Executive from time to time by Clay▇▇▇ ▇▇▇▇▇▇, ▇▇., ▇▇e Chief Executive Officer ("CEO") of Employer. Executive shall report directly to Clay▇▇▇ ▇▇▇▇▇▇, ▇▇., ▇▇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 ("Board") and, subject to the CEO's direction and control, shall have the authority and responsibilities customarily exercised by an Executive Vice President of the Company (the “Board”)Sales and Marketing. Such duties may Executive's authorities and responsibilities shall include, without limitation, the performance following: - Managing all day to day operations of services forEmployer'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 serving on differentiation while executing customer acquisition and retention for direct sales; - Further develop the board 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 directors of, any subsidiary of the Company without any additional compensationEmployer's business; - Manage sales and marketing P/L to budget. The Executive shall exert best reasonable efforts and devote substantially all of the Executive’s 's working time, attention and energies to Employer's business time and effort to the performance of the Executive’s duties hereunder. Provided that the following activities do Executive duties, and shall not interfere with the Executive’s duties to the Company and engage in any other business activity, whether or not such employment or business activity is pursued for gain, profit or other pecuniary advantage, without Employer's express prior written consent; provided that the following activities do foregoing shall not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the Term the prohibit Executive may perform personal, charitable and other from winding down his existing Nextjobstep business activities, including, without limitation, serving as a member entity or from receiving amounts still owed him in respect of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company 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 Chief Executive Officer of the Companyemployment.

Duties. The Executive(a) Executive shall have the normal duties, in his capacity as Chief Executive Officer responsibilities, functions, and authority of the CompanyCEO, shall faithfully perform for subject to the Company the duties power and authority of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”), and Executive shall report to the Board. Such Executive shall render to the Company administrative, financial, and other executive and managerial services that are consistent with Executive’s position as the Board may from time to time direct. Executive shall devote Executive’s full business time and attention (except for vacation periods consistent with the terms of this Agreement and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its Affiliates, and its Subsidiaries. The Executive shall also provide support in facilitating the orderly transition of the CEO role during the Employment Period, with such additional duties associated with such transition as may includebe reasonably determined by the Board. (b) In performing Executive’s duties and exercising Executive’s authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board, shall support and cooperate with the Company’s effort to expand the business and operate in conformity with the business and strategic plans. (c) So long as Executive is employed by the Company as CEO, Executive shall not, without limitationprior notification and approval of the Board, who may approve under such procedures as the Board shall from time to time approve, serve on the board of directors of any other company for compensation or remuneration, and Executive shall not undertake, engage in or perform other activities or services for Executive’s personal benefit or for the benefit of any Person other than the Company and its Subsidiaries and Affiliates if such other activities or services interfere with the performance of Executive’s duties under this Agreement. Subject to the foregoing provision, nothing in this Agreement shall be construed as preventing Executive from engaging in volunteer services forfor charitable, and educational or civic organizations, serving on the board of directors ofof other companies without compensation or remuneration, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the or investing Executive’s business time and effort personal assets in such a manner as Executive deems to the performance of the Executive’s duties hereunder. Provided that 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 organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, be appropriate; provided, however, that service on the boards of directors of no such other business organizations activity shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the conflict with 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 obligations under this Agreement or interfere with Executive’s employment for cause, and (c) the Executive has not notified the Company performance of his intention resign from his position of Chief Executive Officer of the CompanyExecutive’s duties under this Agreement.

Duties. The (a) Executive shall perform services in a managerial capacity in a manner consistent with Executive’s position as Executive Chairman, in his capacity as Chief Executive Officer subject to the general supervision of the Company, Board of Directors. (b) Executive shall faithfully perform for the Company have the duties and responsibilities consistent with Executive’s position as an Executive Chairman of said office and a public company (provided that Executive shall perform such other duties of an executive, managerial not have grounds for Good Reason solely because Tiptree ceases to be a public company) as may be reasonably assigned or administrative nature as shall be specified and designated from time delegated to time Executive by the Board of Directors Directors. (c) Executive shall (i) devote such portion of Executive’s business time, attention, skill, and energy to the business of the Company (the “Board”). Such duties as may include, without limitation, be reasonably required to fulfill the performance of services forExecutive’s duties hereunder; (ii) use Executive’s best efforts, business judgment, skills and serving on knowledge to promote the board of directors of, any subsidiary success of the Company without any additional compensation. The Executive shall devote substantially all Company’s business; (iii) cooperate with the reasonable and lawful directives of the Board of Directors in the advancement of the best interests of the Company; (iv) 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 (v) not engage in any other activity that conflicts with Executive’s duties hereunder; it being understood that the performance of Executive’s duties to Tricadia shall not be a violation of any of the foregoing. (d) Notwithstanding Section 3.3(c) or anything herein to the contrary, Executive may (i) devote a majority of Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that 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 hereofTricadia, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may (ii) serve on the boards of directors of other business non-profit organizations that are not engaged in any aspect of and, with the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman prior written approval of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating Directors, other for profit companies; (iii) participate in charitable, civic, educational, professional, community or industry affairs; and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company(iii) manage Executive’s shareholders for personal investments or engage in any other business activities so long as such activities individually or in the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his aggregate do not interfere or conflict with Executive’s duties hereunder due to or create a disability potential business or other incapacityfiduciary conflict. Without limiting the foregoing, it is reasonably certain Executive understands and agrees that the Executive will be able to resume his duties on a regular full-at any time basis prior to such time as the during Executive’s employment hereunder may be terminated by the Company due to disabilityhereunder, (b) the Company has not notified the Employer may, in its reasonable discretion, require that Executive of its intention to terminate the cease engaging in any activity if Employer deems that Executive’s employment participation in such activity interferes in any way with Executive’s ability to perform Executive’s duties for cause, and (c) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the Company. (e) Executive represents and warrants that the execution and delivery by Executive of this Agreement do not, and the performance by Executive of Executive’s obligations hereunder will not: (i) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to Executive; or (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. The Executive, in his In your capacity as the Chief Executive Officer Officer, you shall have the powers, responsibilities, duties and authority customary for the chief executive officer of corporations of the size, type and nature of the Company, shall faithfully perform for and you will report solely and directly to the Company the duties Chairman of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”). Such duties may includeSubject to the provisions of this paragraph, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall you agree to devote substantially all of the Executive’s your business time and effort attention to the performance business and affairs of the ExecutiveCompany and to perform your duties in a diligent, competent and skillful manner and in accordance with applicable law. The Company understands that you serve on the Board of Directors of Sphere Entertainment Co. (“Sphere”). As recognized in Article Tenth of the Company’s Amended and Restated Certificate of Incorporation (the “Overlap Policy”), there may be certain potential conflicts of interest and fiduciary duty issues associated with your roles at the Company and Sphere. The Company recognizes and agrees that none of (i) your responsibilities at the Company and Sphere (and at their respective subsidiaries and affiliates), (ii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in the Overlap Policy or (iii) any actions taken, or omitted to be taken, by you in good faith to comply with your duties hereunder. Provided that and responsibilities to the following activities do not interfere with the Executive’s duties Company (and its subsidiaries and affiliates) in light of your responsibilities to the Company and provided that Sphere (and their respective subsidiaries and affiliates), shall be deemed to be a breach by you of your obligations under this Agreement (including your obligations under Annex I) nor shall any of the following activities do not violate foregoing constitute “Cause” as such term is defined herein. Notwithstanding the Executive’s covenant against competition as described at Section 6.2 hereofforegoing, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, nothing herein shall preclude you from (i) serving as a member of one or more boards the board of directors of up to three non-competitive public companies upon consent of the Company (not to be unreasonably withheld), (ii) engaging in charitable or other professional organizationsactivities and community affairs, and may serve on (iii) managing the boards personal investments and affairs of directors you and the members of other business organizations that are not engaged your family (including in any aspect your capacity as the manager of the senior housing industry, ▇▇▇▇▇ family office); provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meetingactivities set out in clauses (i), (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not notified the Executive of its intention to terminate the Executive’s employment for causeii), and (ciii) shall be limited by you so as not to materially interfere, individually or in the Executive has not notified aggregate, with the Company performance of his intention resign from his position of Chief Executive Officer of your duties and responsibilities hereunder, including compliance with the Companycovenants set forth in ▇▇▇▇▇ ▇.