Common use of Duties Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Duties. Nothing During the Term, 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 Executive Officer of the Company and shall have such duties, authorities and responsibilities as are consistent with such position. Executive shall report directly to the Board. Executive shall devote all of Executive’s business time and attention (excepting vacation time, holidays, sick days and periods of disability) and Executive’s best efforts to Executive’s employment and service with the Company; provided, however, that this Agreement Section 2 shall not be deemed to 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, or (iii) participating on boards of directors or similar bodies of non-profit organizations, so long as (A) such activities do not (a) interfere with the performance of Executive’s duties and responsibilities hereunder, (b) create a partnershipfiduciary conflict, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters (c) with respect to (ii) and (iii) only, detrimentally affect the Shares shall be Company’s reputation as reasonably determined solely by the express provisions of this AgreementCompany in good faith, and (B) Executive complies with the Underwriters shall not be liable except for the performance Code of such duties Business Conduct and obligations or failure Ethics, as amended from time to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreementtime. The Company acknowledges and agrees that: (i) that Executive’s continued service on such boards shall not be deemed to violate the purchase and sale provisions of the Shares pursuant to this Agreement, including without limitation the determination provisions of Section 8 hereof. If requested, Executive shall also serve as an executive officer and/or member of the public offering price 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 Company (an “Affiliate”) without additional compensation. During the Term, the Company shall cause the Executive to continue to be nominated for election as a member of the Shares Board and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions appointed Chairman of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyBoard.

Duties. Nothing During the Initial Term of Employment, the Executive ------ shall serve as the Division's President and Chief Executive Officer. In such capacities, the Executive shall have full responsibility and authority to manage and direct the Business, subject to the supervision and direction of only the Chairman of the Board of Directors of the Company and the Board of Directors of the Company. Such authority of the Executive shall include, without limitation, the authority (i) to grant to subordinate officers and other subordinate key personnel of the Division the right to receive annual bonus compensation, based upon the Division's pre-tax earnings (calculated and payable in this Agreement the same manner applicable to bonus compensation payable to the Executive under Section 4 hereof), and (ii) to cause the issuance of options to purchase shares of Class B Common Stock (or, in the Company's sole discretion, Class A Common Stock) of the Subsidiary to those certain subordinate key personnel of the Division previously agreed to by the Company and the Executive, in each case subject to such limitations as shall be deemed to create a partnership, joint venture or agency relationship between imposed by the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations Board of Directors of the Underwriters Company and the terms of the stock option or other employee benefit plan governing such options (the "Plan") and to cause the issuance of common equity interests ("LLC Interests") in LHO, LLC, a California limited liability company of which the Company will own a preferred equity interest having a liquidation value equal to $19.9 million (the "LLC"), to such subordinate key personnel. A description of the proposed capital stock of the Subsidiary is attached hereto as Annex I. In addition, the Executive shall have such other or more specific responsibilities or duties with respect to the Shares Business, consistent with the Executive's positions as President and Chief Executive Officer of the Division, as may be determined and assigned to the Executive from time to time by the Board of Directors of the Company. The Executive shall serve the Division faithfully and to the best of his ability in the capacities described above, devoting substantially all of his business time, attention, knowledge, energy and skills to such employment, except for that time and attention that, consistent with the practices of other senior officers of the Company similarly situated, the Executive may devote to civic or community affairs or other business matters that do not interfere in any material respect with the performance by the Executive of services required to be performed by him hereunder. The Executive shall be determined solely by provided an office at the express provisions executive offices of this Agreementthe Division in Century City, California and shall travel as reasonably required, in the Executive's judgment, in connection with the performance of his duties hereunder. The Executive's wife may accompany the Executive on business trips and the Company shall reimburse the Executive up to an aggregate annual amount of $5,000 for the cost of his wife's transportation and accommodations for such business trips in accordance with the same guidelines as may be applicable to the Executive from time to time. If such travel is made on an airplane, the class of travel for the Executive (and his wife) shall be in accordance with Company policy for its senior officers at the time of such travel, which, as of the date hereof, requires that a trip of less than 2 hours be taken in Coach Class, and provides that trips in excess of 2 hours may be taken in Business Class, or if Business Class is unavailable, in First Class. Prior to the Underwriters Spinoff (and no later than the effectiveness of the Assignment and Assumption), the Company agrees to take all action necessary to cause the Executive to be appointed and elected to the Board of Directors of the Subsidiary. The Executive shall not be liable except entitled to any compensation for his services as a director of the performance Subsidiary. In addition, if elected or appointed, the Executive also shall serve during any part of such the Initial Term of Employment as any other officer or a director of the Company or any subsidiary corporation of the Company (which election or appointment shall in no event materially interfere with the Executive's duties and obligations or failure to perform such duties or obligations with respect to the Shares described in this Section 2), without any compensation therefor other than as are specifically set forth specified in this Agreement. The Executive acknowledges that the Company acknowledges and agrees that: (i) the purchase and sale does not believe that he is as of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one handdate hereof, and the several Underwritersterms of this Agreement do not cause him to become, on the other handan "executive officer", and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions as such term is defined in Rule 3b-7 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 Securities Exchange Act of 1934, as a principal and is not the financial advisoramended, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutySubsidiary.

Duties. Nothing Executive shall devote substantially all of Executive’s working time, attention and efforts to the business and affairs of the Company (which shall include service to its subsidiaries), except during any paid vacation or other excused absence periods. Executive shall not engage in this Agreement outside business activities (including serving on outside boards or committees) without the prior written consent of the Board (which the Board may grant or withhold in its sole and absolute discretion); provided that Executive shall be permitted to (i) have a direct and/or indirect ownership interest in any company that is not a competitor of the Company; (ii) serve on the board of directors (or as an advisor) of any business corporation other than a competitor of the Company or where the Board reasonably determines there is an actual conflict of interest; provided that Executive shall not serve on more than two other public company boards (and four boards total) without the prior consent of the Board, not to be unreasonably withheld, delayed or conditioned; provided that the Board shall be deemed to create a partnership, joint venture or agency relationship between have consented to Executive’s continued service on the parties. The Underwriters undertake to perform such duties and obligations only two other boards of private companies in the medical device industries on which Executive serves as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: date hereof; (iiii) 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, serve on the one handboard of directors of, and the several Underwritersor work for, on the any charitable, non-profit or community organization other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as than a principal and is not the financial advisor, agent or fiduciary competitor of the Company or its respective affiliateswhere the Board reasonably determines there is an actual conflict of interest; or (iv) pursue his personal financial and legal affairs, stockholdersin each case, creditors subject to compliance with this Agreement and provided that such activities do not materially interfere with Executive’s performance of Executive’s duties and responsibilities hereunder or employees or violate any other party; restrictive covenants applicable to Executive pursuant to any written agreement with the Company (iii) no Underwriter has assumed or will assume an advisoryincluding, agency or fiduciary responsibility without limitation, the restrictive covenants set forth in favor Section 5). Executive agrees to observe and comply with the rules and policies of the Company with respect as adopted by the Company from time to any time, in each case as amended from time to time, as set forth in writing, and as delivered or made available to Executive in advance of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyeffectiveness thereof.

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

Duties. Nothing in this Agreement The duties of Executive shall be deemed those which are usually and customarily associated with the position of a Chief Executive Officer of a comparably sized company and the Executive will be expected to create live within a partnership50-xxxx xxxxxx xx Xxxxxxx, joint venture Xxxxxxxx xnd work in the Employer’s Lincoln, Nebraska office. Executive will have the duties, responsibilities and authorities as detailed in Exhibit A attached hereto and incorporated herein, as well as such other reasonably related duties, responsibilities and authorities as may be specified by MHI’s Board of Directors (the “Board”). Executive shall report directly to the Board for the performance of her duties. Executive shall devote substantially all of her working time, attention, skill and reasonable best efforts to the performance of her duties hereunder in a manner that will faithfully and diligently further the business and interests of MHI. During the Employment Term, Executive shall refrain from acting as an employee, employer, consultant, agent, principal, partner, stockholder, officer, director, or agency relationship between in any other individual or representative capacity own, operate, control, assist, or participate in any business that is in competition in any way with the parties. The Underwriters undertake to perform such duties and obligations only Employer; provided, that this prohibition shall not preclude Executive from: (i) serving as expressly set forth herein. Such duties and obligations a member of the Underwriters Board of Directors of one additional for-profit company, if and only if the company is not engaged in the Business, does not constitute a conflict of interest and does not create an appearance of impropriety; (ii) engaging in charitable, civic or other volunteer activities, or (iii) owning stock of any company whose shares are listed for trading over any public or over-the-counter exchange if, and only if, (a) Executive does not own more than five percent (5%) of such shares of any such company, and (b) Executive does not control such company, and (c) such ownership does not constitute a conflict of interest, create an appearance of impropriety or otherwise violate any provision of applicable law. Executive acknowledges and agrees that Executive’s employment relationship is solely with respect Employer, that Employer retains all rights and authority to control Executive’s activities in carrying out the Shares shall be determined solely by the express provisions terms of this Agreement, and that the Underwriters subsidiaries of MHI and its affiliates shall not be liable except considered a joint employer of Executive for the performance of such duties and obligations any purposes under this Agreement or failure to perform such duties under any federal, state or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutylocal laws.

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

Duties. Nothing in this Agreement The Company shall be deemed to create a partnership, joint venture or agency relationship between employ the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this AgreementExecutive, and the Underwriters Executive shall not be liable except for serve, as Chief Executive Officer of the Company during the Employment Term (as hereinafter defined), and shall devote his full working time toward the performance of such duties and obligations responsibilities as provided for in the Company’s By-Laws, and such other duties and responsibilities as may from time to time be prescribed by the Company’s Board of Directors which are consistent with his position as Chief Executive Officer of the Company; provided, however, Executive may engage or failure participate in such other activities incidental to any other employment, occupation or business venture or enterprise which does not materially interfere with or compromise his ability to perform such his duties hereunder. The Company shall use its best efforts to cause the Executive to be a member of its Board of Directors throughout the Employment Term and shall include him in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. The Board of Directors shall not amend its By-Laws or obligations with respect take any other action to reduce the Shares scope of the Executive’s authority and responsibilities, unless he shall otherwise consent, or except as are specifically set forth otherwise provided in this Agreement. The Company acknowledges During the Employment Term and agrees that: for a period of two years after the Employment Term (i) the purchase and sale “Non-Competition Period”), the Executive shall not, directly or indirectly, without the prior consent of the Shares pursuant to this Agreement, including the determination Audit Committee of the public offering price Company’s Board of Directors, as owner, partner, joint venturer, shareholder, employee, corporate officer or director, engage or become financially interested in, be employed by, or render consulting services to any business in direct competition with any business engaged in during the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated Employment Term by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliatessubsidiaries or affiliates (collectively, stockholdersthe “G-III Group”) in any geographic area where, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisoryduring the term of his employment, agency or fiduciary responsibility in favor the business of the Company G-III Group is being conducted; provided; however, that the Executive may own any securities of any corporation which is engaged in any such business and which is publicly owned and traded but in an amount not to exceed at any one time four percent of any class of stock or securities of such company. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period (i) request or cause any customers, suppliers, licensees or licensors with respect whom the G-III Group has a business relationship to cancel or terminate any such business relationship with any member of the transactions contemplated hereby G-III Group or the process leading thereto (irrespective of whether such Underwriter has advised ii) solicit, interfere with, entice from or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ hire from those any member of the Company and that the several Underwriters have no obligation to disclose G-III Group any employee of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance member of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyG-III Group.

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

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

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

Duties. Nothing During the Term, the Executive shall devote his best efforts and such of his business time, attention, skill and efforts as are necessary to consult with the executive officers and Board of Directors of the Company and the Bank with respect to such matters as may be reasonably requested by the Company and the Bank; provided, however, that nothing in this Agreement shall be deemed preclude the Executive from devoting reasonable periods required for serving as a director or consultant to create any business organization which does not involve a partnershipmaterial conflict of interest with the Company's business, joint venture or agency relationship between from engaging in charitable and community activities, and from managing his personal investments, so long as such activities do not negatively impact on the partiesExecutive's availability and ability to provide services to the Company hereunder. The Underwriters undertake to perform such duties parties hereto acknowledge and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: agree that (i) the purchase Executive shall be free to reside and sale work at any location of his choice within the direct geographical service area of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, Company and the several UnderwritersBank, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and certain circumstances, the process leading Executive may respond to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisorCompany's requests for his services by telephone, agent mail, facsimile or fiduciary similar means of the Company or its respective affiliatescommunication, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisoryin requiring the Executive's services hereunder, agency or fiduciary responsibility in favor the Company shall consider the reasonable convenience of the Company with respect to any Executive and the demands of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on his other matters)commitments; and (iv) the several Underwriters conduct and their respective affiliates may control of the consulting services to be engaged in a broad range performed hereunder shall be the sole responsibility of transactions that involve interests that differ from those of the Executive; (v) the Company and that the several Underwriters have no obligation Executive shall reasonably agree upon the Executive's schedule and the hours during which he shall be required to disclose any of such interests. The Company acknowledges that perform consulting services hereunder, and (vi) nothing in this Agreement requires the Underwriters disclaim any implied duties (including any fiduciary duty), covenants Executive to devote his full time efforts to or obligations arising from the Underwriters’ performance on behalf of the duties and obligations expressly set forth hereinCompany. The Company hereby waives acknowledges and releases, to the fullest extent permitted by law, any claims agrees that the Executive shall continue to receive compensation and benefits pursuant to this Agreement as set forth in Paragraph 4 hereof notwithstanding the failure or refusal of the Company to request the performance of consulting services by the Executive hereunder. The Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyterminate this Agreement only for Cause as set out in Paragraph 5B hereof.

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

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

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

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

Duties. Nothing in this Agreement shall be deemed to create a partnershipThe Company does hereby hire, joint venture or agency relationship between engage, and employ the parties. The Underwriters undertake to perform such duties Employee as the Senior Vice President, General Counsel and obligations only as expressly set forth herein. Such duties and obligations Secretary of the Underwriters Company and Employee does hereby accept and agree to such hiring, engagement, and employment. Employee shall serve the Company in such position fully, diligently, competently, and in conformity with respect to the Shares shall be determined solely by the express provisions of this Agreement and the corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, as hereinafter defined. During the Period of Employment Employee shall also serve as the Senior Vice President, General Counsel and Secretary of each subsidiary or affiliate of the Company that is now or that becomes a part of the Xxx. Xxxxxx Company Group. As used in this Agreement, the term the "Xxx. Xxxxxx Company Group" shall mean and refer to the Company and the Underwriters Company's subsidiaries and affiliates from time to time. Subject to specific elaboration by the Board of Managers of the Company as to the duties which shall not be liable except consistent herewith and with Employee offices provided for hereunder) that are to be performed by Employee and the manner in which such duties are to be performed, the duties of Employee shall entail those duties customarily performed by a Senior Vice President, General Counsel and Secretary of a company with a sales volume and the number of employees commensurate with those of the Company. Provided, however, that at all times during the Period of Employment, Employee shall perform those duties and fulfill those responsibilities and refrain from those activities that are reasonably prescribed or proscribed by the Board of Managers of the Company to be performed or refrained from by him consistent with his positions with the Company. Employee shall be responsible and report only to the Company's President and Chief Executive Officer. Throughout the Period of Employment, Employee shall devote his full time, energy, and skill to the performance of his duties for the Company and for the benefit of the Company and the Xxx. Xxxxxx Company Group. The foregoing notwithstanding, Employee shall be permitted to (i) engage in charitable and community affairs, (ii) act as a director of any corporations or organizations outside the Xxx. Xxxxxx Company Group not in competition with the Company or any member of the Xxx. Xxxxxx Company Group and to manage such investments, not to exceed three (3) in number, and receive compensation therefore, and (iii) to make investments of any character in any business or businesses not in competition with the Company or any member of the Xxx. Xxxxxx Company Group and to manage such investments (but not be involved in the day to day operations of any such business), provided, in each case and collectively, that the same does or do not constitute or involve Employee in a conflict of interest vis-à-vis the Company or any member of the Xxx. Xxxxxx Company Group or interfere with the performance of Employee's duties under this Agreement. Employee shall exercise due diligence and care in the performance of his duties for and the fulfillment of his obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in Company under this Agreement. The Company acknowledges shall furnish Employee with office, secretarial and agrees that: (i) other facilities and services as are reasonably necessary or appropriate for the purchase performance of Employee's duties hereunder and sale consistent with his position as the Senior Vice President, General Counsel and Secretary of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

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

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

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

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

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

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

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

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

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

Duties. Nothing During the Term, Executive shall devote his best efforts and such of his business time, attention, skill and efforts as he deems necessary to consult with the executive officers of the Company and the Bank with respect to such matters as may be reasonably requested by the Company and the Bank; provided, however, that nothing in this Agreement shall be deemed preclude Executive from devoting reasonable periods required for serving as a director or consultant to create any business organization which does not involve a partnershipmaterial conflict of interest with the Company's business, joint venture or agency relationship between the partiesfrom engaging in charitable and community activities, and from managing his personal investments. The Underwriters undertake to perform such duties parties hereto acknowledge and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: agree that (i) Executive shall be free to reside and work at the purchase and sale geographical location of the Shares pursuant to this Agreementhis choice, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and most circumstances, Executive may respond to the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisorCompany's requests for his services by telephone, agent mail, facsimile or fiduciary similar means of the Company or its respective affiliatescommunication, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisoryin requiring Executive's services hereunder, agency or fiduciary responsibility in favor of the Company with respect to any shall consider the reasonable convenience of Executive and the transactions contemplated hereby or the process leading thereto (irrespective demands of whether such Underwriter has advised or his other commitments and shall require his physical attendance at meetings and events remote from his residence only in matters for which Executive's presence is currently advising the Company on other matters)essential; and (iv) the several Underwriters conduct and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those control of the consulting services to be performed hereunder shall be the sole responsibility of Executive, and (v) the Company and that the several Underwriters shall have no obligation power to disclose any of such interests. The Company acknowledges that direct or dictate Executive's schedule or the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth hereinhours during which he shall be required to perform consulting services hereunder. The Company hereby waives acknowledges and releases, agrees that Executive shall continue to receive compensation and benefits pursuant to this Agreement as set forth in Paragraph 4 hereof notwithstanding the fullest extent permitted by law, any claims that failure or refusal of the Company to request the performance of consulting services by Executive hereunder. The Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyterminate this Agreement only for Cause as set out in Paragraph 5B hereof.

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

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between The Company hereby engages the parties. The Underwriters undertake to perform such duties Executive and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely Executive ------ hereby accepts engagement by the express provisions of this AgreementCompany as an Executive Officer, and Cinmar, Inc. hereby engages the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, Executive and the several UnderwritersExecutive hereby accepts engagement by Cinmar, on Inc. as President and Chief Operating Officer of Cinmar, Inc., the other handsole general partner of Cinmar Acquisition, and LP, the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; wholly-owned limited partnership (ii"New L.P.") in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliateswhich will operate the "Frontgate Business" formerly operated by Cinmar, stockholdersL.P., creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of upon the Company with respect terms and subject to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly conditions set forth herein. The Company hereby waives Executive shall be the primary executive operating officer of New L.P., or its successor, if any, and releasesshall have primary authority over and, to the fullest extent permitted by lawbest of his abilities, any claims that be responsible for, the Company may have against operation of New L.P., subject to review and approval of the several Underwriters Board of Directors of Cinmar, Inc. as is appropriate with respect to the customary authority of a chief operating 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 report to the Chief Executive Officer, Xxxx X. X'Xxxxx. In the event that Xxxx X. X'Xxxxx shall no longer serve as Chief Executive Officer of Cinmar, Inc. during the term of this Agreement, Executive shall be appointed to the position of Chief Executive Officer to serve in such capacity for the remaining term, or any breach extended term, of this Agreement. The Executive shall also perform such other duties consistent with his position as an Executive Officer of the Company as shall be specified from time to time by the Board of Directors of the Company, provided Executive shall, in his discretion, be entitled to allocate at least 75% of his time to the Frontgate Business, and the balance, for other Cornerstone activities, and greater amounts of his time for shorter periods of time if reasonably required by the Frontgate Business. The Executive shall perform his duties on behalf of New L.P. and the Company on a substantially full-time basis, provided Executive shall be entitled to serve on the Boards of Directors (or alleged breach other governing bodies) of agency up to three (3) for profit organizations (provided no conflict of interest with the Company exists) and, with the consent of the Board of Directors, which shall not be unreasonably withheld or fiduciary dutydelayed, additional Boards of Directors (or similar governing bodies) of for profit organizations, and on the Boards of Directors (or similar governing bodies) of not for profit organizations. 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 required to relocate from the Greater Cincinnati, Ohio area.

Duties. Nothing in this Agreement During the Term of Employment, Executive shall be deemed employed as Chairman and Chief Executive Officer of the Company and will act in accordance with, and be subject to create a partnership, joint venture or agency relationship between the partiespolicies and procedures as may be duly adopted by the Board of Directors (the “Board”) from time to time. The Underwriters undertake to Executive shall perform such duties as are consistent therewith as the Board shall designate. Executive will be responsible for the management and obligations only operations of all aspects of the Company’s business including, but not limited to, licensing, development and enforcement of the Company’s patents, patent acquisitions, strategic relationships with third parties to monetize their patents, patent litigation oversight and finance and administration. Executive will also have direct responsibility, subject to Board of Directors policies and resolutions as expressly set forth hereinnoted above, for all current and future budget and staff, and profit and loss accountability for the Company in its entirety. Such Executive shall use his best efforts to perform well and faithfully the foregoing duties and obligations responsibilities. In addition, Executive shall continue to serve as Chairman of the Underwriters with respect to the Shares Board and shall be determined solely nominated during the Term of Employment on an annual basis as a director (subject to election by the express provisions stockholders of the Company). On the Termination Date, if Executive is no longer employed by the Company, he shall submit his resignation as Chairman of the Board of Directors (not as a member of the Board) if requested by the Company provided that Executive owns less than 5% of the Company’s outstanding shares of common stock (on a fully diluted basis after assuming the exercise of all outstanding options, warrants and other convertible securities) or he has been Terminated for Cause (as defined in Section 9 hereof) or left the Company without Good Reason (as defined in Section 10 hereof). For purposes of this Agreement, and so long as Executive shall serve as a member of the Underwriters shall not Board, any references herein to decisions or determinations to be liable except for made by the performance of such duties and obligations or failure to perform such duties or obligations Board with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges Executive (including, without limitation, matters relating to compensation and agrees that: (itermination) the purchase and sale shall be made by a majority of the Shares pursuant to this Agreement, including the determination then members of the public offering price of the Shares Board excluding Executive, who shall recuse himself and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company abstain from voting with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

Duties. Nothing in this Agreement During the Term (as defined below), Employee shall be deemed employed as President and Chief Operating Officer of Employer. Employee shall report to create a partnership, joint venture or agency relationship between the partiesChief Executive Officer of Employer. The Underwriters undertake Employee agrees to perform such duties diligently and obligations only as expressly set forth herein. Such duties and obligations honestly exercise his business judgment in the discharge of the Underwriters duties as are customary to this position as those duties are determined from time to time by the Board of Directors of the Employer (the “Board”) and to fully comply with respect all laws and regulations pertaining to the Shares shall be determined solely by the express provisions performance of this Agreement, and the Underwriters shall not be liable except all ethical rules, Employer’s Code of Business Conduct & Ethics for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale Members of the Shares pursuant to this AgreementBoard of Directors and Executive Officers as well as any and all of policies, including the determination of the public offering price of the Shares procedures and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary instructions of the Company or its respective affiliatesincluding, stockholdersbut not limited to, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor the provisions of Section 304 of the Company with respect Xxxxxxxx-Xxxxx Act of 2002. Employee agrees to any of devote his full work time and best efforts to the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties as an employee of Employer; provided, however, that Employee shall not be precluded from engaging in non-profit activities (such as serving on the boards of trade and industry associations, or religious, charitable or other community organizations), as long as such activities do not unreasonably interfere with Employee’s duties and responsibilities as President and Chief Executive Officer of Employer. Employee will not, during the Term, directly or indirectly, engage in any other business, either as an employee, employer, consultant, principal, officer, director, advisor, or in any other capacity, either with or without compensation, without the prior written consent of the Employer. Employee shall also comply with all reasonable rules and regulations and policies now in effect or as subsequently modified, governing the conduct of Employer’s employees, including policies relating to xxxxxxx xxxxxxx and reporting obligations expressly set forth hereinintended to comply with the Securities Exchange Act of 1933, as amended. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT – XXXXX X. XXXXXXXX

Duties. Nothing Employee agrees that he shall continue to serve the Company as Chief Financial Officer, reporting to the Audit Committee and the Board of Directors, until the Employment Termination Date (as defined below) or such earlier time as the Board of Directors determines. Prior to the Employment Termination Date and during the period from the date hereof through and including the Employment Termination Date, Employee shall serve as the Principal Accounting Officer and Chief Financial Officer and during such time shall be responsible for such duties and responsibilities as are commensurate with such positions, including, without limitation, interaction with auditors and management, controls, policies and procedures relative to financial reporting, taxes and tax returns, maintenance of accounts, investments, financial statement preparation, budgeting and forecasts, insurance, reports as well as preparation and filing of filings and reports under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,, including but not limited to the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and Registration Statements (the “SEC Filings”) including all certifications thereto. Employee shall use his reasonable efforts to ensure that the duties and responsibilities are timely performed in this Agreement shall accordance with SEC filing deadlines and, as applicable, with such other deadlines that the Company’s Board of Directors in its sole discretion may otherwise designate. Employee will be deemed to create a partnershipbe in breach of this Agreement and subject to termination for “Cause” as defined herein, joint venture and Employee will receive no benefits and be terminated without further payments or agency relationship between benefits beyond the parties. The Underwriters undertake date of termination pursuant 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 in the Underwriters shall not be liable except for the performance event of such duties and obligations or material failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly responsibilities as set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

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

Duties. Nothing During the Term, 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 Executive Officer of the Company and shall have such duties, authorities and responsibilities as are consistent with such position. Executive shall report directly to the Executive Chairman of the Company’s Board of Directors (the “Board”) or, if there is no such Executive Chairman, to the Board. Executive shall devote all of Executive’s business time and attention (excepting vacation time, holidays, sick days and periods of disability) and Executive’s best efforts to Executive’s employment and service with the Company; provided, however, that this Agreement Section 2 shall not be deemed to interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of a passive nature), or (ii) engaging in charitable or civic activities, or (iii) participating on boards of directors or similar bodies of non-profit organizations, so long as (A) such activities do not (a) interfere with the performance of Executive’s duties and responsibilities hereunder, (b) create a partnershipfiduciary conflict, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters (c) with respect to (ii) and (iii) only, detrimentally affect the Shares shall be Company’s reputation as reasonably determined solely by the express provisions of this AgreementCompany in good faith, and (B) Executive complies with the Underwriters shall not be liable except for the performance Code of such duties Business Conduct and obligations or failure Ethics, as amended from time to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreementtime. The Company acknowledges and agrees that: (i) that Executive’s continued service on such boards shall not be deemed to violate the purchase and sale provisions of the Shares pursuant to this Agreement, including without limitation the determination provisions of Section 8 hereof. If requested, Executive shall also serve as an executive officer and/or member of the public offering price 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 Company (an “Affiliate”) without additional compensation. During the Term, the Company shall cause the Executive to be nominated for election as a member of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, Board commencing on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyEffective Date.

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

Duties. Nothing The Executive, in this Agreement his capacity as President and Chief Executive Officer, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be deemed specified and designated from time to create a partnership, joint venture time by the board of directors or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations similar governing body of the Underwriters with respect to Company (the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for “Board”) (including the performance of such duties services for, and obligations serving on the Board of Directors of, any subsidiary or failure to perform such duties or obligations with respect affiliate of the Company without any additional compensation). The Executive will be based at the Company’s headquarters, presently located in McLean, Virginia. The Executive shall devote substantially all of the Executive’s business time and effort to the Shares performance of the Executive’s duties hereunder, provided, however, that so long as such services or activities do not materially and adversely interfere with the Executive’s duties for the Company, with the approval of the Board (which approval will not be unreasonably withheld) the Executive (i) may serve in any capacity with any civic, educational, or charitable organization and (ii) may serve on other companies’ boards of directors or advisory boards provided such companies are specifically set forth in not competitors of the Company. The Executive’s service on the board of directors or advisory boards of the companies listed on Exhibit A attached hereto has been approved by the Board. Any compensation received by the Executive for such services or activities shall not reduce the amounts of payments that the Executive is entitled to receive under this Agreement. The Company acknowledges and agrees that: (i) Board may delegate its authority to take any action under this Agreement to the purchase and sale Compensation Committee of the Shares pursuant to this Agreement, including Board (the determination “Compensation Committee”). The Executive shall also serve as a member of the public offering price Board beginning on the Service Commencement Date and for so long as the Executive is employed by the Company unless earlier not reelected or removed by the stockholders of the Shares Company. Upon termination of the Executive’s employment, the Executive shall immediately tender his resignation from the Board and any related discounts and commissions, committees thereof on which he is an arm’s-length commercial transaction between serving at the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any time of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutytermination.

Duties. Nothing The Administrator shall supervise the operation of the area of the assignment as the Board shall determine necessary. He shall assume administrative responsibilities and leadership under the direction of the Board and with the support and assistance of the Interim Superintendent and in this Agreement accordance with the laws of the State of Illinois and the policies, rules and regulations of the Board, which may be amended from time to time for the planning, operation and evaluation of the area of assignment. The Administrator shall be responsible for all the obligations contained in the official job description for the Chief School Business Official and those imposed by the laws of the State of Illinois. The Administrator shall be responsible for, and deemed to create a partnershiphave knowledge of, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations all of the Underwriters policies and rules and regulations established by the Board, and shall comply with respect their requirements. Upon assuming the office of Superintendent, the Administrator shall additionally have charge of the administration of the schools under the direction of the Board; he shall be the chief executive officer for the Board; he shall recommend the selection, retention, and dismissal of, and direct and assign teachers and other employees of the School District under his supervision; he shall organize and direct the administrative and supervisory staff; he shall make recommendations to the Shares shall be determined solely by Board concerning the express provisions budget, building plans, location of this Agreementsites, and the Underwriters selection of textbooks, instructional material, and courses of study; he shall not be liable except direct the keeping of all records and accounts, and aid in the making of all reports, as required by the Board; he shall recommend rules, regulations, and procedures deemed necessary for the performance welfare of such the School District; and, in general, he shall perform all other duties and obligations or failure to perform such duties or obligations with respect incident to the Shares office of the Superintendent as are specifically set forth in this Agreementthe Board may delegate to his or as required by law. The Company acknowledges Administrator also annually shall develop and agrees that: (i) present to the purchase Board a list of his expected accomplishments 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, achievements based on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising prior input from the Underwriters’ performance of the duties Board. These expected accomplishments and obligations expressly set forth herein. The Company hereby waives achievements are separate from and releases, in addition to the fullest extent permitted performance goals established by lawthe Board in Paragraph D.3 of this Contract. During the term of this Contract, any claims that the Company Board, in its sole discretion, may have against assign alternate duties to and/or transfer the several Underwriters with respect Administrator to any breach or alleged breach another position in the District, provided the Administrator’s salary, benefits and term of agency or fiduciary dutyemployment afforded under this Contract are not reduced.

Duties. Nothing Executive shall have the position (including status, offices, titles and reporting requirements), authority, duties, and responsibilities included in this Agreement shall be deemed the Company’s bylaws and that are customarily associated with the Chief Executive Officer of a bank having assets similar in nature and value to create the assets of the Bank and with the Chief Executive Officer of a partnershipfinancial services holding company having assets similar in nature and value to the assets of the Company, joint venture to serve in a similar capacity for any other entity that is controlled by, controlling or agency relationship between the parties. The Underwriters undertake under common control with BancorpSouth, and to perform such discharge any other duties and obligations only as expressly set forth responsibilities that the Company’s Board of Directors lawfully and reasonably assigns to him from time to time. Executive shall devote substantially all of his professional working time and attention to the benefit of BancorpSouth under the terms of this Agreement. Executive may from time to time engage in civic and social activities that are not inconsistent with his duties hereunder and that do not prevent him from timely and adequately performing his duties described herein. Such duties and obligations Nothing herein is intended to prevent Executive from maintaining passive investments in other enterprises in which Executive is not an officer, director or service provider or in a publicly traded company in which Executive owns less than one percent (1%) of the Underwriters with respect to equity securities. During the Shares shall be determined solely by the express provisions Term (as hereafter defined) of this Agreement, the Company’s Board of Directors and the Underwriters Bank’s Board of Directors shall not be liable except for (a) appoint the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares Executive as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one handa director, and (b) nominate the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely Executive as a principal and candidate to stand for election as a director at each shareholders’ meeting at which the Executive’s term as a director would otherwise expire. If the Executive is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in elected as a broad range of transactions that involve interests that differ from those director of the Company and that the several Underwriters have no obligation Bank, he agrees to disclose serve and shall fulfill his duties as director without additional compensation. At the Company’s request, Executive shall serve the Company and any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants its direct or obligations arising from the Underwriters’ performance indirect subsidiaries in other offices and capacities consistent with Executive’s position as Chief Executive Officer of the duties Company and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyBank without additional compensation thereof.

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

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

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

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

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between You will serve as the parties. The Underwriters undertake to perform such duties Executive Vice President & General Counsel for the business units and obligations only as expressly set forth herein. Such duties and obligations divisions over which the President & Acting Chief Executive Officer of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares Company will have authority as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of employment agreement attached to the Shares pursuant to this Agreementletter agreement dated August 13, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction 2019 between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those President & Acting Chief Executive Officer of the Company and that the several Underwriters have no obligation Company (the “CBS Businesses”). In your role, you will dual report directly to disclose (a) the Chairman & Chief Executive Officer, or any successor(s) thereof, of the CBS Businesses (such interestsperson or persons, the “CBS Chairman”; and (b) the General Counsel of the Company (the “GC”). The Company acknowledges that senior lawyers at the Underwriters disclaim any implied duties CBS Businesses shall report directly to you. You will be responsible for (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance i) all legal affairs of the duties CBS Businesses, including litigation, and obligations expressly set forth herein(ii) Items 1-6 of Section 4.07(a) of the Comet Disclosure Letter referred to in the Merger Agreement (or any other litigation based on the facts or assertions underlying such matters including the investigation relating thereto). The Company hereby waives and releasesWith respect to any other corporate litigation matters for which you were responsible as of the Closing that are not within the scope of the immediately prior sentence, the GC will consider in good faith your views about the appropriate allocation of responsibility. You will also be jointly responsible for the CBS Transaction Litigation (as defined in the Merger Agreement) together with the GC. You shall also shall have access to the fullest extent permitted Company’s Board of Xxxxx Xxxxxx as of August 13, 2019 Directors (the “Board”) as may be requested by law, any claims that the Company may have against Board from time to time. You will consult with and keep the several Underwriters GC reasonably informed with respect to any breach legal matters for which you are responsible. At all times while employed under this Agreement, your principal place of employment will be the Company’s executive offices in the New York metropolitan area; provided, however, that you may be required to render services in the Los Angeles metropolitan area and elsewhere from time to time upon reasonable request for business reasons. Except as set forth in the next sentence, you agree to devote your entire business time, attention and energies to the business of the Company. Notwithstanding anything to the contrary contained herein, you will be permitted to engage in charitable, civic, or alleged breach other non-business activities and to serve as a member of agency or fiduciary dutythe board of directors of not-for-profit organizations and one for-profit organization (in the case of the for-profit organization, which is mutually agreeable to you and the CBS Chairman, subject to the Company’s applicable conflict of interest policies) so long as such activities do not materially interfere with the performance of your duties and responsibilities hereunder.

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

Duties. Nothing in this Agreement Executive shall be deemed to create a partnershipserve as the Chief Executive Officer of EVINE Live, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties reporting solely and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect directly to the Shares Board. In such position, Executive shall have such duties, responsibilities and authority as is customarily associated with such position and shall have such other duties, as may be determined solely reasonably assigned from time to time by the express provisions of this AgreementBoard, consistent with Executive’s position and the Underwriters shall not be liable except for the performance terms of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The positions listed in Exhibit B attached hereto shall report solely and directly to Executive. In addition, during the Term, the Corporate Governance and Nominating Committee will consider, evaluate, and if appropriate, nominate Executive to serve as a member of the Board and, subject to the approval of the EVINE Live shareholders, Executive shall serve as a member of the Board. Executive shall devote substantially all of his business time and efforts to the performance of his duties on behalf of the Company, and will not engage in or be concerned with any other commercial duties or pursuits, either directly or indirectly, that will materially interfere with his duties to the Company acknowledges without the prior written consent of the Board. Notwithstanding the foregoing, Executive shall be permitted to serve as a board member for the following companies: Ensignia, Retail Next and agrees that: Newgistics, provided that there are no material changes in the ownership of such entities (such that such ownership change would pose a conflict of interest) or a material change in their relationship with EVINE Live, and such service and activities (i) do not interfere in any material respect with the purchase and sale performance of the Shares pursuant to this Agreement, including the determination his duties on behalf of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) are not represented in connection a manner that suggests that the Company supports or endorses the services or activities without the prior approval of the Company. Executive shall be responsible for complying in all material respects with each transaction contemplated hereby all policies and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary operating procedures of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor applicable to all senior executives of the Company with respect (that are provided or made available to any the Executive) in the performance of his duties on behalf of the transactions contemplated hereby or the process leading thereto (irrespective Company. Executive’s principal place of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may employment shall be engaged based in a broad range of transactions that involve interests that differ from those Eden Prairie, Minnesota as of the Effective Date. Company shall pay for all reasonable costs and that the several Underwriters have no obligation expenses incurred by Executive to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly commute and/or relocate to Minnesota as set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyin Exhibit C attached hereto.

Duties. Nothing The Company hereby employs Executive to be Co-Chief Executive Officer of Catalink Direct, Inc. ("Catalink"), and Corporate Executive Vice President of the Company. Executive shall report directly to Xxxxxx X. Xxxxxxx as the Chairman of Catalink and in this Agreement addition, as the Chairman and Chief Executive Officer of Elcom International, Inc. ("Chairman"). During the course of his employment, Executive shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake have responsibility to perform such duties duties, consistent with such position, as generally described below and obligations only as expressly set forth herein. Such duties and obligations may be assigned to him by the Chairman and/or Board of Directors of the Underwriters with respect Company. During the Employment Period, Executive agrees to devote full business time and best efforts to the Shares shall be determined solely by business activities and welfare of the express provisions of this Agreement, and the Underwriters shall not be liable Company except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreementotherwise mutually agreed. The Company acknowledges recognizes that the Executive can perform a significant amount of his duties via telephone and electronic mail from any location; however, as Executive has requested that he be allowed to travel between various Company locations in the U.S., U.K., and his new home in Guernsey, his business travel schedule might result in a higher than normal proportion of travel time impinging the Executive's work week. If this occurs, Executive agrees that: (i) , following any work week where such abnormal travel time has occurred, the purchase and sale Executive shall report the amount of such time via electronic mail, by the Wednesday of the Shares pursuant following week. The Chairman shall then, at his discretion, have the ability to this Agreementallocate such time against Executive's accrued vacation time, including or if vacation time is not available, the determination Chairman may, at his sole discretion, decrease Executive's next payment of base salary pro-rata to reflect the public offering price amount of such abnormal travel time. Executive shall have Co-Chief Executive Officer ("Co-CEO") responsibilities for Catalink with Xxxxxx X. Xxxxxxx, who is also the Shares Chairman. These responsibilities will include line responsibilities for Catalink's U.K. and any related discounts and commissionsU.S. operations, is an arm’s-length commercial transaction between subject to consent where appropriate with the CompanyChairman, on any significant issues relating to Catalink's U.S. sales or operations. When the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is Executive cannot the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged reached in a broad range timely fashion, the Chairman shall use his judgment as to what, if any, action should be taken in any set of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interestscircumstances. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims Executive is aware that the Company is currently conducting an executive search for a President and CEO for Catalink (U.S.). Executive understands that when said search is successfully completed, Executive's duties and responsibilities will change, as defined by the Chairman who, as in the Original Agreement, reserves the right to reassign duties of the Executive as appropriate or necessary except that Executive's business location or work place may have against the several Underwriters with respect not be changed to any breach location (other than the Executive's then main place of employment) without the Executive's consent. It is currently anticipated the search for a new President and CEO for Catalink (U.S.) will be completed by April 15, 1998. Upon completion of the search and hiring of a new President and CEO for Catalink (U.S.), Executive will fully cooperate with the transitioning of his U.S. responsibilities to the new President and CEO of Catalink (U.S.). As of April 15, 1998, or alleged breach such other date that may be mutually agreed to in writing between the Executive and the Chairman (the "Change Date"), Executive will cease to be the President and Co-CEO of agency or fiduciary dutyCatalink and will continue as a Corporate Executive Vice President of the Company. At such time, Executive's responsibilities will initially be to direct and review the strategies, policies and operational performance of Catalink's non-U.S. operations.

Duties. Nothing in this Agreement shall be deemed The Employee will continue to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform have such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect are assigned or delegated to the Shares shall be determined solely Employee by the express provisions Board of Directors, CEO or the President, and will initially serve as Vice President, Preclinical Research & Development for the Employer. During the term of this Agreement, the Employee will devote 100% of his full time, attention, skill and energy to the business of the Employer. Additionally, Employee agrees that he will use his best efforts to promote the success of the Employer’s business, and will cooperate fully with the Board of Directors, CEO and the Underwriters shall not be liable except for President in the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale advancement of the Shares pursuant best interest of the Employer. Employee commits that, without first obtaining the prior written approval of Employer, he will refrain from publishing, and he will not allow those working for him to this Agreementpublish, any abstracts, articles or other publications arising from research conducted for or on behalf of Employer that pertain to Employer’s products or business, including specifically compounds that are being tested from time to time by Employer and any developmental work or other services that are being undertaken by Employee for Employer, except as may be approved in accordance with the determination policies of Employer. If Employee or any OSU employee under his direction continues to work on compounds, products or other inventions that are included within the scope of the public offering price IIAs or covered under a separate license agreement between OSU and Employer, Employee agrees to make available to GTx all notebooks and other evidences of research and inventions pertaining to such compounds, products and inventions, which are maintained at OSU, any time upon request by Employer, subject to rule, regulations and procedures of OSU. Additionally, Employee agrees to provide Employer regular verbal (and at such other times as Employer may reasonably request, written) reports containing the Shares data and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, results of his efforts and the several Underwriters, on efforts of all others working under Employee’s supervisions or control in Preclinical Research and Development. Employee agrees that his only other non-Employer duties will be limited to his overseeing up to 3 graduate students who were enrolled at OSU in April 2007 and who are working in the other hand, following areas of research and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.development:

Duties. Nothing in During the Term, the Executive Chairman shall hold the title of Executive Chairman of the Board and be available to perform the duties customarily associated with this Agreement shall be deemed function, including (i) acting as chairman of the Board’s meetings and of meetings of the stockholders of the Company; (ii) providing leadership to create the Board for the development, implementation and monitoring of near- and long-term strategic plans for the Company; (iii) facilitating discussions of the Board regarding corporate strategy and critical issues facing the Company; (iv) acting as a partnership, joint venture or agency relationship liaison between the partiesCompany’s senior management and the 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 to obtain such information concerning the Company’s business, operations and strategic plans as may be necessary for the Board to discharge its duties; and (vii) otherwise performing the duties of Chairman 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 the U.S. Securities and Exchange Commission (the “SEC”) and any exchange or quotation system on which the Company’s securities may be traded from time to time. The Underwriters undertake to Executive Chairman will perform such duties described herein in accordance with the general fiduciary duty of executive officers and directors arising under the DGCL. The Executive Chairman agrees to provide all information regarding himself as the Company requires to satisfy its disclosure obligations only under applicable securities laws. The Executive Chairman shall devote such time as expressly set forth herein. Such is reasonably necessary to perform his duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in Company under this Agreement. The Company acknowledges Executive Chairman may perform his duties hereunder from the Executive Chairman’s offices, at home or elsewhere, including at the Company’s offices in North Carolina, and agrees that: (i) shall travel as reasonably necessary in order to perform the purchase and sale of the Shares pursuant to Executive Chairman’s duties under this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

Duties. Nothing in this Agreement During the Term, Executive shall be deemed employed by the Company as the Company's Chief Executive Officer and President and, as such, Executive shall faithfully and to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to best of his ability perform for the Company the duties of such offices and shall perform such other duties of an executive, managerial or administrative nature, which are consistent with such offices, as shall be specified and obligations only as expressly set forth herein. Such duties and obligations designated from time to time by the Board of Directors of the Underwriters Company (the “Board”), and as an officer, manager, agent, director or other representative with respect to any subsidiary, affiliate or joint venture of the Shares Company (each a “Subsidiary”) consistent with Executive's position; provided, however, that Executive's service in such positions with any Subsidiary that is not majority owned by the Company shall be determined solely by subject to the express provisions mutual agreement of this Agreement, Executive and the Underwriters Company. Executive shall report to the Board and the Chairman of the Board. Executive shall serve as a member of the Board (subject to Executive's nomination and election as a member of the Board for subsequent terms) and, at the request of the Board, as a member of the board of directors (or equivalent) of any Subsidiary without additional compensation. Executive shall devote his business time and effort exclusively to the performance of his duties hereunder and shall not be liable except employed by, or provide business services to, any other person or entity. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (a) engaging in personal investment activities for the performance Executive and his family that do not give rise to any conflict of such duties and obligations or failure to perform such duties or obligations interests with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iiib) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility continuing to serve in favor directorships that Executive serves in at the time of the Effective Date and that have been disclosed to the Company with respect prior to the Effective Date; (c) subject to prior approval of the Board, accepting directorships unrelated to the Company that do not give rise to any conflict of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising interests with the Company on other matters)or its affiliates; and (ivd) engaging in charitable and civic activities, so long as such activities and outside interests described in clauses (a), (b), (c) and (d) hereof do not interfere, in any material respect, with the several Underwriters and their respective affiliates may be engaged in a broad range performance of transactions that involve interests that differ from those Executive's duties hereunder. Executive shall perform his duties at the principal office of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCompany.

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

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

Duties. Nothing During the Employment Period, Executive will work for the Company in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations capacity of Chairman of the Underwriters with respect to board of directors of the Shares shall be determined solely by the express provisions of this Agreement, Company and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares also will serve as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) a trustee and the purchase and sale Vice Chairman of the Shares board of trustees of CharterMac, subject to the approval of Executive's initial appointment by the board of trustees of CharterMac and subject to Executive's reelection as a trustee by the shareholders of CharterMac and (ii) the Chairman of the board of directors of the Company. During the Employment Period, Executive shall report to the Chief Executive Officer of CharterMac and Executive shall perform the types of duties and functions as shall be reasonably assigned to Executive from time to time by the Chief Executive Officer. During the Employment Term, Executive will be a member of CharterMac's Strategic Planning Committee. Executive will devote substantially all of his business time, best efforts and ability to the business of the Company and its affiliates, will faithfully and diligently perform Executive's duties pursuant to this Agreement, including will comply with the determination overall policies established by the board of trustees of CharterMac and will do all things reasonably in Executive's power to promote, develop and extend CharterMac's and ARCap's business. In determining whether Executive is devoting substantially all his business time, best efforts and ability to the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those business of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied its affiliates, Executive may only engage in those business activities aside from his duties hereunder which are either (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly i) set forth herein. The Company hereby waives in the attached Exhibit B, or (ii) are disclosed to CharterMac's board of trustees and releases, to the fullest extent permitted approved by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyit.

Duties. Nothing in this Agreement shall be deemed to create a partnershipEffective as of May 15, joint venture or agency relationship between 2003 (the parties. The Underwriters undertake to perform such duties "Effective Date"), the Company and obligations only MFOC hired, engaged, and employed, and MFFB does hereby hire, engage, and employ, Employee as expressly set forth herein. Such duties the President and obligations Chief Executive Officer of the Underwriters Company and MFFB, and Employee does hereby accept and agree to such hiring, engagement, and employment. Employee shall serve the Company and MFFB in such positions fully, diligently, competently, and in conformity with respect to the Shares shall be determined solely by the express provisions of this Agreement and the corporate policies of the Company and MFFB as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, as hereinafter defined. During the Period of Employment, Employee shall also serve as the Chief Executive Officer and President of each subsidiary or affiliate of the Company that is now or that becomes a part of the Xxx. Xxxxxx Company Group. As used in this Agreement, the term the "Xxx. Xxxxxx Company Group" shall mean and refer to the Company and the Underwriters Company's subsidiaries from time to time. Subject to specific elaboration by the Board of Directors of the Company as to the duties (which shall not be liable except consistent herewith and with Employee's offices provided for hereunder) that are to be performed by Employee and the manner in which such duties are to be performed, the duties of Employee shall entail those duties customarily performed by a president and chief executive officer of a company with a sales volume and the number of employees commensurate with those of the Company. Provided, however, that at all times during the Period of Employment, Employee shall perform those duties and fulfill those responsibilities and refrain from those activities that are reasonably prescribed or proscribed by the Board of Directors of the Company to be performed or refrained from by him consistent with his positions with the Company. Employee shall be responsible and report only to the Company's full Board of Directors and to said Board's Executive Committee. Effective as of the Effective Date and during the Period of Employment, the Company shall cause Employee to be elected a member of the Company's Board of Directors (the "Board"), provided Employee is legally qualified to so serve, and Employee shall, if so elected, serve as a member of the Board for no additional consideration. Throughout the Period of Employment, Employee shall devote his full time, energy, and skill to the performance of his duties for the Company and for the benefit of the Company and the Xxx. Xxxxxx Company Group, vacations and other leave authorized under this Agreement excepted. The foregoing notwithstanding, Employee shall be permitted to (i) engage in charitable and community affairs, (ii) act as a director of any corporations or organizations outside the Xxx. Xxxxxx Company Group not in competition with the Company or any member of the Xxx. Xxxxxx Company Group, not to exceed three (3) in number, and receive compensation therefor, and (iii) to make investments of any character in any business or businesses not in competition with the Company or any member of the Xxx. Xxxxxx Company Group and to manage such investments (but not be involved in the day to day operations of any such business), provided, in each case and collectively, that the same does or do not constitute or involve Employee in a conflict of interest vis-à-vis the Company or any member of the Xxx. Xxxxxx Company Group or interfere with the performance of Employee's duties under this Agreement. Employee shall exercise due diligence and care in the performance of his duties for and the fulfillment of his obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in Company and MFFB under this Agreement. The Company acknowledges shall furnish Employee with office, secretarial and agrees that: (i) other facilities and services as are reasonably necessary or appropriate for the purchase performance of Employee's duties hereunder and sale consistent with his positions as the President and Chief Executive Officer of the Shares pursuant Company. The Company, MFFB and Employee agree that Employee does not plan to this Agreementrelocate to Salt Lake City until such time as the Company and Employee may mutually determine and that instead Employee will commute from his residences in Rhode Island, including the determination of the public offering price of the Shares and any related discounts and commissionsNew York City or Orlando, is an arm’s-length commercial transaction between Florida to either the Company, 's headquarters or other locations where he needs to go on the one hand, Company's business. MFFB agrees to reimburse Employee for his air travel commuting costs on regularly scheduled flights of commercial airlines and Employee agrees to use his best judgment in planning his commuting so as to minimize the several Underwriters, on the other hand, expense to MFFB. If Employee and the Company are capable of evaluating and understanding and understand and accept the termslater determine that he should relocate to Salt Lake City, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or MFFB will assume provide an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyappropriate executive relocation program.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between During the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions Term of this Agreement, Employee shall perform all duties reasonably required of Employee in furtherance of Employee’s position as it relates to the Company’s business and the Underwriters business of all of the Company’s Affiliates (as defined in Section 9.5(a)) (the Company, together with all of its Affiliates, are referred to herein collectively as the “Company Group”). All duties assigned to Employee hereunder shall not be liable except for consistent with the scope and dignity of his position. It is currently contemplated that such duties shall include, without limitation, (a) actively participate in all financial matters relating to the Company, as well as actively participating in all mergers, acquisitions and financing transactions (including private and public offerings), (b) advising and actively participating in uplifting the Company to a national exchange, and (c) advising the Chairman and the President of the Company and actively participating in (i) any and all Company financial matters, (ii) preparation of Company registration statements and other filings with the Securities and Exchange Commission (including all matters relating to the preparation of the S-1), (iii) all matters related to the Company’s status in the capital markets, and (vi) all other financial matters that the Company may request, including those services that are customarily performed by a person holding the title of Chief Financial Officer. Employee shall attend and participate in meetings with Company management, bankers, underwriters, attorneys and prospective investors under the direction of the Chairman. Employee shall actively participate in the preparation and review of general financial strategy and related materials. Employee shall diligently and faithfully devote his entire working time, energy and skill to the promotion and furtherance of Company’s business interests and to the performance of such Employee’s duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in under this Agreement. The services to be rendered by Employee hereunder for Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary shall include members of the Company or its respective affiliatesGroup. LiveXLive Media, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.Inc./Gold Employment Agreement

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

Duties. Nothing in this Agreement The Executive shall report to the respective Boards of Directors of Lakeland Bancorp and Lakeland Bank (each, a “Board” and collectively, the “Boards”) and have the title of President and Chief Executive Officer of Lakeland Bancorp and Lakeland Bank. The Executive shall be deemed to create nominated for election (i) as a partnership, joint venture or agency relationship between member of the partiesLakeland Bank Board at each annual meeting of the sole shareholder of Lakeland Bank occurring during the Term and (ii) as a member of the Lakeland Bancorp Board at each annual meeting of shareholders of Lakeland Bancorp at which the Executive’s term as a director of Lakeland Bancorp expires occurring during the Term. The Underwriters undertake Executive initially shall be appointed to perform the Lakeland Bank Board and the Lakeland Bancorp Board on April 2, 2008, and shall be nominated to stand for election at Lakeland Bancorp’s 2008 annual meeting of shareholders for a term of two years. The Executive shall have such duties as are consistent with the Executive’s experience, expertise and obligations only position as expressly set forth herein. Such duties President and obligations of the Underwriters with respect Chief Executive Officer, and as shall be assigned to the Shares shall be determined solely Executive from time to time by the express respective Boards. During the Term, except for vacation in accordance with the provisions of this Agreement, Agreement and the Underwriters Employer’s policies or due to illness or incapacity, the Executive shall devote all of the Executive’s business time, attention, skill and efforts exclusively to the business and affairs of the Employer and its affiliates. Notwithstanding the foregoing, to the extent that the following does not be liable except for impair the performance of such duties and obligations or failure Executive’s ability to perform such the Executive’s duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including nor violate the determination terms of the public offering price provisions set forth in Section 6 hereof, the Executive may (1) make personal investments in such form or manner as will neither require the Executive’s services in the operation or affairs of the Shares and any related discounts and commissionsbusiness in which such investments are made, is an arm’s-length commercial transaction between the Company, (2) serve on the board of directors of one hand, or more charitable organizations and the several Underwriters, (3) serve on the board of directors of other hand, and companies with the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions advance written consent of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyBoards.

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

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

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

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

Duties. Nothing in this Agreement Executive agrees that during the Employment Period while ------ Executive is employed by the Company, Executive will devote Executive's full business time, energies and talents to serving as the General Manager of Network Operations of the 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 be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform have such duties and obligations only responsibilities as expressly set forth herein. Such may be assigned to Executive from time to time by the Manager or CEO, as applicable, shall perform all duties assigned to Executive faithfully and obligations efficiently, subject to the direction of the Underwriters with respect Manager or CEO, as applicable, and shall have such authorities and powers as are inherent to the Shares shall be determined solely undertakings applicable to Executive's position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will perform the duties required by this Agreement at the express provisions Company's principal place of this Agreement, and business unless the Underwriters shall not be liable except for the performance nature of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreementrequires otherwise. The parties acknowledge and agree that the Company acknowledges is transitioning its principal place of business and agrees that: (i) that no later than December 31, 2000, such principal place of business will be in the purchase and sale of greater Chicago metropolitan area. Notwithstanding the Shares pursuant 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 determination extent such activities do not, in the reasonable judgment of the public offering price of 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 Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those business of the Company and its affiliates; provided, however, that Executive shall not serve on the several Underwriters have no obligation to disclose board of directors of any of such interests. The Company acknowledges that business or hold any other position with any business without receiving the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance prior written consent of the duties and obligations expressly set forth herein. The Company hereby waives and releasesManager or CEO, to the fullest extent permitted by lawas applicable, any claims that the Company which consent may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutynot be unreasonably withheld.

Duties. Nothing in this Agreement Executive agrees that during the Employment Period while ------ Executive is employed by the Company, Executive will devote Executive's full business time, energies and talents to serving as the Controller of the 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 Reorganzation, the Manager of the Company or his designee (the "Manager"). Executive shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform have such duties and obligations only responsibilities as expressly set forth herein. Such may be assigned to Executive from time to time by the Manager or CEO, as applicable, shall perform all duties assigned to Executive faithfully and obligations efficiently, subject to the direction of the Underwriters with respect Manager or CEO, as applicable, and shall have such authorities and powers as are inherent to the Shares shall be determined solely by undertakings applicable to Executive's position and necessary to carry out the express provisions responsibilities and duties required of Executive hereunder. Subject to the terms and conditions of this Agreement, and Executive will perform the Underwriters shall not be liable except for duties required by this Agreement at the performance Company's principal place of business unless the nature of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreementrequires otherwise. The parties acknowledge and agree that the Company acknowledges is transitioning its principal place of business and agrees that: (i) that no later than December 31, 2000, such principal place of business will be in the purchase and sale of greater Chicago metropolitan area. Notwithstanding the Shares pursuant 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 determination extent such activities do not, in the reasonable judgment of the public offering price of 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 Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those business of the Company and its affiliates; provided, however, that Executive shall not serve on the several Underwriters have no obligation to disclose board of directors of any of such interests. The Company acknowledges that business or hold any other position with any business without receiving the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance prior written consent of the duties and obligations expressly set forth herein. The Company hereby waives and releasesManager or CEO, to the fullest extent permitted by lawas applicable, any claims that the Company which consent may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutynot be unreasonably withheld.

Duties. Nothing As Vice President Support of the Intentia Group the Executive is responsible for all operations in this Agreement accordance with the division of responsibilities set out from time to time and in particular to carry out duties customary to a VP Support of a publicly listed company The Executive shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to exercise such powers and perform such duties and obligations only as expressly set forth herein. Such (not being duties and obligations of the Underwriters with respect inappropriate to his senior status) in relation to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary business of the Company or its respective affiliates, stockholders, creditors any Associated Company as may from time to time be vested in or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor assigned to him by the Board of Directors and the CEO. The Executive shall comply with all reasonable directions from the Board of Directors and the CEO as well as all regulations of the Company with respect to any Company. The principal duty of the transactions contemplated hereby or Executive shall be to properly and professionally manage the process leading thereto different Support Centres and also the QA functions of the Intentia Group including, but not limited to, Partners, Auditors, etc and corresponding relations and other external contact related to the position. These duties shall be exercised under the general supervision and guidance of the CEO. The duties, responsibilities, objectives and authorities of the Executive are set out in this Agreement and in policies, procedures, instructions and other communications (irrespective hereinafter referred to as “Directives”) by the Board of whether Directors and the CEO and applicable corporate bodies, and the Executive agrees to comply with and be bound by all such Underwriter has advised or is currently advising Directives for the Company on other matters); time being in force and (iv) duly communicated to him. The Executive shall diligently, faithfully and loyally promote the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those interest of the Company and that the several Underwriters have no obligation Intentia Group and in particular, shall use his best endeavours to disclose any of such interestsattain the business goals set by the CEO and the Board. The Company acknowledges that will reimburse such fees associated with professional institutions and organizations in which the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance Executive is a member upon request of the duties and obligations expressly set forth hereinCompany. The Executive hereby agrees to take up all offices and functions the Company hereby waives sees fit, within the Company and releases, the Intentia Group as well as its subsidiaries. The Executive will retire from all such offices and functions upon request of the Company. All additional remuneration the Executive should derive thereof will be accounted for with regard to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyremuneration under this Agreement.

Duties. Nothing in this Agreement shall be deemed On the terms and subject to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly conditions set forth herein. Such , the Employer employs the Executive to serve as the President and Chief Executive Officer of DCBF and as President and Chief Executive Officer of DCB&T. The Executive shall perform the regular duties commensurate with his position, subject to the control and obligations supervision of the Underwriters with respect Boards of Directors, as from time to time may be reasonably assigned to Executive by Employer based upon his position. Executive shall devote Executive’s best efforts to the Shares affairs of Employer, serve faithfully and to the best of Executive’s ability and devote all of Executive’s working time and attention, knowledge, experience, energy and skill to the business of Employer, except that Executive may affiliate with professional associations, business and civic organizations, provided that Executive’s involvement in such activities does not adversely affect the performance of his duties on behalf of Employer. Executive shall be determined solely also serve on the Board of Directors of, or as an officer of, Employer’s affiliates, if requested to do so by the express provisions Boards of Directors of Employer. Executive agrees to serve as a Director of the Bank if elected by the shareholders, but agrees that he shall have no vote regarding matters pertaining to his employment as President and Chief Executive Officer, including but not limited to his duties, responsibilities, goals, job performance, and compensation, and further agrees that he may from time to time be excused by the Board from discussions regarding such matters and that the Board may in its sole discretion meet with other senior Bank managers out of Executive’s presence to discuss such matters. However, upon termination for any reason the Executive’s employment under this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares Executive will immediately resign as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale a Director of the Shares Bank and will sign all documents necessary to accomplish such resignation. In the event Executive refuses to sign documents necessary to so resign then this document will act as the resignation pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely paragraph. Executive shall also be compensated for services as a principal Director in accordance with the Bank’s standard policies and is not the financial advisor, agent or fiduciary of the Company or practices for compensating its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyDirectors.

Duties. Nothing in this Agreement During the Term, Executive shall be deemed employed by the Company as Chief Executive Officer and President of the Company and of the OP and, as such, Executive shall faithfully and to create the best of his ability perform for the Company and the OP the duties of such offices and shall perform such other duties of an executive, managerial or administrative nature, which are consistent with such offices, as shall be specified and designated from time to time by the Board of Trustees of the Company (the “Board”), and as an officer, manager, agent, trustee or other representative with respect to any subsidiary, affiliate or joint venture of the Company (each a partnership“Subsidiary”) consistent with Executive’s position as Chief Executive Officer; provided, however, that Executive’s service in such positions with a joint venture or agency relationship between affiliate that is not a majority owned subsidiary shall be subject to the partiesmutual agreement of Executive and the Company. The Underwriters undertake Executive shall report to perform such duties the Board and obligations only as expressly set forth herein. Such duties and obligations the Chairman of the Underwriters with respect Board. Subject to the Shares discretion of the Nominating and Corporate Governance Committee of the Board, Executive shall be determined solely by continue to serve as a member of the express provisions Board and, at the request of this Agreementthe Board, as a member of the board of directors (or equivalent) of any Subsidiary without additional compensation. Executive shall devote his business time and effort exclusively to the Underwriters performance of his duties hereunder and shall not be liable except for employed by or provide business services to any other person or entity. Notwithstanding the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: foregoing, nothing herein shall prohibit Executive from (i) the purchase engaging in personal investment activities for Executive and sale his family that do not give rise to any conflict of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and interests with the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreementor its affiliates; (ii) in connection subject to prior approval of the Board, which approval shall not be unreasonably withheld, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; and (iii) no Underwriter has assumed or will assume an advisoryengaging in charitable and civic activities, agency or fiduciary responsibility so long as such activities and outside interests described in favor clauses (i), (ii) and (iii) hereof do not interfere, in any material respect, with the performance of Executive’s duties hereunder. The Executive shall perform his duties at the principal office of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCompany.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between The Company hereby engages the parties. The Underwriters undertake to perform such duties Executive and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely Executive ------ hereby accepts engagement by the express provisions of this AgreementCompany as an Executive Officer, and Cinmar, Inc. hereby engages the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, Executive and the several UnderwritersExecutive hereby accepts engagement by Cinmar, on Inc. as Chairman and Chief Executive Officer of Cinmar, Inc., the other handsole general partner of Cinmar Acquisition, and LP, the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; wholly-owned limited partnership (ii"New L.P.") in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliateswhich will operate the "Frontgate Business" formerly operated by Cinmar, stockholdersL.P., creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of upon the Company with respect terms and subject to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly conditions set forth herein. The Company hereby waives Executive shall be the primary executive officer of New L.P., or its successor, if any, and releasesshall have primary authority over and, to the fullest extent permitted by lawbest of his abilities, any claims that be responsible for, the Company may have against operation and management of New L.P., subject to review and approval of the several Underwriters Board of Directors of Cinmar, Inc. as is appropriate with respect to any breach 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 the Company as shall be specified from time to time by the Board of Directors of the Company, provided Executive shall, in his discretion, be entitled to allocate at least 50% of his time to the Frontgate Business, and the balance, for other Cornerstone activities, and greater amounts of his time for shorter periods of time if reasonably required by the Frontgate Business. The Executive shall perform his duties on behalf of New L.P. and the Company on a substantially full-time basis, provided Executive shall be entitled to serve on the Boards of Directors (or alleged breach other governing bodies) of agency up to three (3) for profit organizations (provided no conflict of interest with the Company exists) and, with the consent of the Board of Directors, which shall not be unreasonably withheld or fiduciary dutydelayed, additional Boards of Directors (or similar governing bodies) of for profit organizations, and on the Boards of Directors (or similar governing bodies) of not for profit organizations. 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 required to relocate from the Greater Cincinnati, Ohio area.

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

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

Duties. Nothing in this Agreement In his capacity as President and Chief Executive Officer of Company, Employee shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such reasonable executive duties commensurate with the position of president and obligations only as expressly set forth herein. Such duties and obligations chief executive officer of a public company of the Underwriters size and scope of Company or as otherwise specified in the Bylaws of Company, and such other reasonable executive duties as the Board of Directors of Company (the “Board”) may from time to time reasonably prescribe with respect the concurrence of Employee. Employee shall report directly and solely to the Shares Chairman of the Board and collectively to the Board. It is the intention of the parties hereto that Employee shall serve on the Board during the Employment Term (as defined in Section 3 below). Except as otherwise provided herein, except as may otherwise be determined solely approved by the express provisions of this AgreementBoard, and the Underwriters shall not be liable except for during vacation periods and reasonable periods due to sickness, personal injury or other disability, Employee agrees to devote substantially all of his available time to the performance of his duties to Company hereunder, provided that nothing contained herein shall preclude Employee from (i) serving on the board of directors of, or as an advisor to, any business or corporation on which he is serving on the date hereof or, with the consent of the Board, serving on the board of directors of any other business or corporation including one or more public companies, (ii) serving on the board of, or working for, any charitable or community organization and (iii) pursuing his personal financial and legal affairs, so long as such activities do not materially interfere with the performance of Employee’s duties hereunder. Notwithstanding clause (i) in the previous sentence, (A) the Board reserves the right to review and obligations approve continuation in any existing or failure to perform such duties other board or obligations with respect to advisory services at any time during the Shares as are specifically Employment Term and (B) Employee shall immediately notify the Board in the event that any of the activities set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of immediately previous sentence materially interfere with the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the Employee’s duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyhereunder.

Duties. Nothing in this Agreement Executive shall be deemed subject to create a partnership, joint venture or agency relationship between the partiesdirection and control of the Board of Managers of the Company (the “Board”). The Underwriters undertake to Executive shall perform such duties and obligations only functions for and on behalf of the Company consistent with his position and experience as expressly CEO and Chairman of the Board, as are reasonably requested of Executive from time to time by the Board. Executive shall use reasonable best efforts to devote all of his working time, skill and efforts to the performance of Executive’s duties under this Agreement in a manner that will faithfully and diligently further the business and interests of the Company; provided, however, that Executive shall in any event be permitted (a) to be a member of the boards of directors (or similar governing bodies) of other entities and (b) to be involved in charitable activities, so long as, in each case, such memberships and activities (x) do not unreasonably interfere with Executive’s duties as set forth herein. Such duties herein and obligations of the Underwriters (y) with respect to membership on any board of directors (or similar governing body), such membership is approved by the Shares Board, with such approval not to be unreasonably withheld, it being understood that any such memberships and activities existing as of the date hereof and disclosed on Exhibit A shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares deemed conclusively approved. Except as are specifically set forth in this Agreement. The Company acknowledges on Exhibit A hereto, Executive represents and agrees that: (i) the purchase and sale warrants as of the Shares pursuant to this Agreement, including the determination date hereof and as of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and Effective Date that he is not the financial advisor, agent a member of any board of directors or fiduciary similar governing bodies of any entity other than the Company or its respective affiliatessubsidiaries. Executive, stockholdersin the performance of Executive’s duties hereunder, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisoryshall use good faith, agency or fiduciary responsibility in favor reasonable efforts to cause the activities of the Company to be conducted substantially in accordance with respect to any the terms of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those limited liability company operating agreement of the Company as amended and that the several Underwriters have no obligation in effect from time to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty)time and applicable laws, covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives will, in all material respects, observe and releases, adhere to the fullest extent permitted Company’s code(s) of conduct and ethics and other corporate governance codes and policies as now existing or which may hereafter be adopted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCompany.

Duties. Nothing in this Agreement Employee shall be deemed to create a partnership, joint venture perform and have all of the duties and responsibilities of the Chief Financial Officer or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly that may be assigned to him from time to time by the Chief Executive Officer and/or the Board of Directors of Summit FGI; provided any material changes to Employee’s duties or obligations have been determined by the Board of Directors and/or the Chief Executive Officer in their reasonable discretion to be commensurate with duties and obligations that might be assigned to other similarly-situated executive officers of the Company. No later than five (5) days after the Company materially changes Employee’s duties or obligations, Employee will give the Company written notice if he believes a breach of this section has occurred and Company shall have a reasonable opportunity to cure the cause of the possible breach. Failure by Employee to give the notice required under this section shall constitute a waiver of his rights to claim a breach of this section arising from the specific duties or obligations then at issue. If it is determined through arbitration that the Company has breached this provision, then in consideration of the compensation and benefits set forth herein. Such duties , Company and obligations of the Underwriters with respect Employee agree that any damages received by Employee shall be limited to the Shares shall amount Employee would be determined solely by the express provisions entitled to had he been terminated not for Good Cause under paragraph 6 of this Agreement. Employee’s duties shall include, but not be limited to, managing the asset liability and investment risk of Summit FGI, and overseeing the Underwriters financial reporting and disclosure obligations of Summit FGI. Employee shall not be liable except for devote his best efforts on a full-time basis to the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyduties.

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

Duties. Nothing in this Agreement shall be deemed to create a partnershipExecutive will hold the office of Senior Vice President, joint venture or agency relationship between the partiesGeneral Counsel. The Underwriters undertake to perform Executive will have such duties and obligations only responsibilities as expressly set forth herein. Such may be assigned, from time to time, by and subject to the direction and supervision of, and shall report to, the Company’s Chief Operating Officer (“Supervisor”), including, in Executive’s capacity as Senior Vice President, General Counsel and Compliance Officer, such duties and obligations responsibilities to the subsidiaries of the Underwriters with respect Company as may be assigned, from time to time, by and subject to the Shares 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 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, no outside business activities (provided that the management of Executive’s personal or family assets and affairs and Executive’s time spent on charitable activities will not be deemed outside activities so long as such activities do not significantly interfere with Executive’s performance of duties under this Agreement). From the Effective Date until September 30, 2015, executive shall be determined solely by 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 loyalty to the express provisions Company, to the best of Executive’s ability, experience and talent in a diligent, trustworthy, businesslike and efficient manner consistent with Executive’s duties and responsibilities and in accord with best practices within the Company’s industry. So long as they are not inconsistent with the terms of this Agreement, Executive shall also comply with all policies, rules and regulations of the Underwriters Company as well as all directives and instructions from the Company’s board of directors of the parent of the Company, RMG Networks Holding Corporation, a Delaware corporation (the “Board”). The Company shall have the right to purchase in Executive’s name a “key person” life insurance policy naming the Company and any of its subsidiaries as the sole beneficiary thereunder, and Executive agrees to cooperate with the Company’s procurement of such policy, provided that any information provided to an insurance company or broker shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect provided to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) without the purchase and sale prior written authorization of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyExecutive.