Common use of Duties Clause in Contracts

Duties. (a) Director agrees to serve as a Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees to serve as a an independent Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles Certificate of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of NevadaDelaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith best efforts to promote the interests of Company and its shareholdersstockholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under the rules and regulations of the Securities and Exchange Commission, the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt 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 Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as a Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (cd) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. As a member of the Board, Director shall perform the duties commonly incident to the office and as set forth in the Company Bylaws. Director will be expected to: (ai) Director agrees faithfully, efficiently, competently and diligently perform Director’s duties and exercise such powers as are appropriate to serve Director’s role as a non-executive director; (ii) in so far as reasonably possible, attend all meetings of the Board and of any committees of the Board of which Director is a member; (iii) promptly declare, so far as Director is aware, the nature of any interest, whether direct or indirect, in any contract or proposed contract entered into by any member of the Company; (iv) comply with all reasonable requests, instructions and regulations made or given by the Chairperson of the Board or the Board (or by any duly authorized committee thereof) and give to the Chairperson or the Board such explanations, information and assistance as the Chairperson or the Board may reasonably require; (v) advising the Company in development and implementation of its strategic development and business plans; (vi) doing all other things reasonably requested and customary for members of the Board of Directors of a company registered under the Securities Exchange Act of 1934, as amended, in order to advance the business and economic interests of the Company and its shareholders; (vii) act in the best interests of the Company; and (viii) use commercially reasonable efforts to be available to perform promote and extend the duties consistent with such position pursuant to the Articles of Incorporation interests and Bylaws reputation of the Company, including assisting the Board in relation to public and any additional codes, guidelines or policies corporate affairs and bringing to bear for the benefit of the Company that may be effective now or in Board the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreementparticular knowledge and experience. Director confirms that Director expects Director will be able to devote sufficient time and attention to As the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoingbe classified as an independent director, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that under Securities and Exchange Commission rules, at the time of an independent contractor and notappointment, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithpromptly inform the Board of any circumstances that would likely affect such independent status. Duties of committee members will be as set forth in the committee charters and will include attendance of committee meetings.

Duties. (a) Director agrees to During the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve as a Director President and Chief Executive Officer of the Company Corporation, and to be available to perform the shall have all powers and duties consistent with such position pursuant subject to the Articles of Incorporation and Bylaws direction of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the CompanyBoard. Such time and attention duties shall include, without limitation, participation in telephonic and/or in-person meetings the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the Board; providedfollowing: establishing, that Director is given reasonable advance notice with the primary advice of such meetings the Chief Financial Officer and they are scheduled at times when Director is availableChief Operations Officer the Corporation's business plan and strategy. Director also represents that This Officer will primarily be responsible for dealing with the Other Employment shall not materially Corporation's securities, intellectual property and unreasonably interfere other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with Director’s obligations under this Agreement. Subject to the forgoingpersons of similar position on major corporate transactions, Director will use Director’s reasonable good faith efforts to promote the interests acquisitions, reorganizations and similar types of Company and its shareholdersactivities. (b) By execution of this AgreementExecutive shall devote substantially his entire professional time, Director accepts Director’s appointment or election as a Director attention and energy exclusively to the business and affairs of the CompanyCorporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and agrees shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in such capacitywriting or, subject to the terms prior approval of this Agreementthe Board, until Director’s successor is duly elected and qualified or until Director’s earlier deathfrom accepting employment to additional board of directors, resignation or removalprovided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Director’s status Executive further agrees that during the Term (as defined below) shall term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of an independent contractor the Corporation and notits affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for any purpose, that whom he has performed services by virtue of an employee this Agreement or agent who he has met in connection with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithhis employment under this Agreement.

Duties. (a) Director The Executive agrees to serve as a Director Senior Vice President during the Term. In such capacity, the Executive shall have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Chief Executive Officer, Senior Executive Vice President of Insurance Operations, or such other executive as the Chief Executive Officer may designate, which are consistent with the Executive’s position(s). The Executive agrees to devote substantially all his business time, attention and services to the business and affairs of the Company and to be available its subsidiaries and to perform the his duties consistent with such position pursuant to the Articles best of Incorporation and Bylaws his ability. At all times during the performance of this Agreement, the Company, and any additional codes, guidelines or policies Executive will adhere to the Code of Conduct of the Company that may be effective now or in the future (collectively, the “Governance DocumentsCode of Conduct”) that has been or may hereafter be established and communicated by the laws Company to the Executive for the conduct of the state of Nevadaposition or positions held by the Executive. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director Executive may maintain such positionsnot accept directorships on the board of directors of for-profit corporations without the prior written consent of the Executive Vice President, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director Human Resources of the Company. Such time and attention shall includeThe Executive may accept directorships on the board of directors of not-for-profit corporations without the prior, without limitation, participation in telephonic and/or in-person meetings written consent of the Board; providedExecutive Vice President, that Director is given reasonable advance notice of Human Resources so long as (a) such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall directorships do not materially and unreasonably interfere with DirectorExecutive’s obligations ability to carry out his responsibilities under this Agreement. Subject to , and (b) Executive promptly notifies the forgoingExecutive Vice President, Director will use Director’s reasonable good faith efforts to promote Human Resources in writing of the interests of Company and its shareholdersfact that he has accepted such a non-profit directorship. (b) By execution of If the Company or the Executive elects not to renew the Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement, Director accepts Director’s appointment or election as a Director Agreement until the expiration of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the Chief Executive Officer, Senior Executive Vice President of Insurance Operations, or such other executive as defined below) the Chief Executive Officer may designate and shall perform such duties not inconsistent with the provisions hereof as he shall be that assigned by the Chief Executive Officer, Senior Executive Vice President of an independent contractor and notInsurance Operations, for any purpose, that of an employee or agent with authority to bind such other executive as the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithChief Executive Officer may designate.

Duties. (a) Director agrees The Manager has primary responsibility for performing the administrative actions set forth in this Section 5.3. In addition, the Manager shall have the obligations with respect to serve as a Director potential sale of the Company and to be available to perform the Trust Estate set forth in Article 9. In performing its duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement, the Manager will act in good faith and in the interest of the Beneficial Owners. Director confirms that Director expects Director will The Manager shall not have any duty or obligation under or in connection with this Trust Agreement, the Trust, or any transaction or document contemplated hereby, except as expressly provided by the terms of this Trust Agreement, and no implied duties or obligations shall be able read into this Trust Agreement against the Manager. The right of the Manager to devote sufficient time perform any discretionary act enumerated in this Trust Agreement shall not be construed as a duty. To the fullest extent permitted by applicable law, including without limitation Section 3806 of the Statutory Trust Act, the Manager’s duties (including fiduciary duties) and attention liabilities relating thereto to the Company as is necessary Trust and the Beneficial Owners shall be restricted to fulfill Director’s responsibilities as a Director of the Company. Such time those duties (including fiduciary duties) expressly set forth in this Trust Agreement and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholdersliabilities relating thereto. (b) By execution Without limiting the generality of this Agreementclause (a) above, Director accepts Director’s appointment or election as a Director upon and after the issuance of the CompanyConversion Notice, the Manager, for and agrees on behalf of the Trust, is hereby authorized and directed to serve in such capacity, take each of the following actions necessary to conserve and protect the Trust Estate: (i) receiving the contribution of the Real Estate (subject to the terms existing leases) and entering into the Master Lease; (ii) collecting rents and making distributions in accordance with Article 7; (iii) entering into any agreement for purposes of this Agreementcompleting tax-free exchanges of real property with a Qualified Intermediary as defined in Section 1031 of the Code; (iv) notifying the relevant parties of any default by them under the Transaction Documents; and (v) solely to the extent necessitated by the bankruptcy or insolvency of the Master Tenant or any other tenant of the Real Estate, until Director’s successor is duly elected if the Trust has not terminated under Section 9.2, entering into a new lease with respect to the Real Estate. The foregoing notwithstanding, from and qualified after the issuance of the Conversion Notice, under no circumstances shall the power or until Director’s earlier deathauthority of the Manager include the ability to take any actions which would cause the Trust to cease to constitute an “investment trust” within the meaning of Regulation Section 1.7701-4(c). After issuance of the Conversion Notice, resignation or removalthe power and authority of the Manager shall be strictly and narrowly construed so as to preserve and protect the status of the Trust as an “investment trust” for Federal income tax purposes. (c) Director’s status during The Manager shall keep customary and appropriate books and records relating to the Term Trust and the Trust Estate. The Manager shall maintain appropriate books and records in order to provide reports of income and expenses to each Beneficial Owner as necessary for such Beneficial Owner to prepare his/her income tax returns regarding the Trust Estate. (as defined belowd) The Manager shall promptly furnish to the Beneficial Owners copies of all reports, notices, requests, demands, certificates, financial statements and any other writings required to be distributed to them pursuant to the Transaction Documents, unless the Manager reasonably believes the same to have been sent directly to the Beneficial Owners. (e) The Manager shall not be required to act or refrain from acting under this Trust Agreement if the Manager reasonably determines, or has been advised by counsel, that of an independent contractor such actions may result in personal liability, unless the Manager is indemnified by the Trust and the Beneficial Owners against any liability and costs (including reasonable legal fees and expenses) which may result in a manner and form reasonably satisfactory to the Manager. (f) The Manager shall not, for on its own behalf (in contrast to actions that the Manager is required to perform on behalf of the Trust), have any purposeduty to (i) file, that record or deposit any document or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document, (ii) obtain or maintain any insurance on the Real Estate, (iii) maintain the Real Estate, or (iv) pay or discharge any tax levied against any part of an employee the Trust Estate. (g) The Manager shall manage, control, dispose of or agent otherwise deal with authority the Trust Estate consistent with its duties to bind conserve and protect the Company Trust Estate, subject to any restrictions provided in any respect. All payments and other consideration made this Trust Agreement. (h) The Manager shall provide to each Person who becomes a Beneficial Owner a copy of this Trust Agreement at or provided before the time such Person becomes a Beneficial Owner. (i) The Manager shall provide to the Director hereunder shall be made or provided without withholding or deduction of any kind, Delaware Trustee and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithSignatory Trustee a copy of the Ownership Records contemporaneously with each revision thereto.

Duties. (a) Director agrees to serve The Executive, in his capacity as a Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws Chief Executive Officer of the Company, shall faithfully perform for the Company the duties of said office and any additional codesshall perform such other duties of an executive, guidelines managerial or policies administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company that (the “Board”). Such duties may be effective now or in the future (collectivelyinclude, without limitation, the “Governance Documents”) performance of services for, and serving on the laws board of directors of, any subsidiary of the state Company without any additional compensation. The Executive shall devote substantially all of Nevadathe Executive’s business time and effort to the performance of the Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s duties to the Company and provided that the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that Director the Executive currently holds other positions (“Other Employment”) serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that Director may maintain such positionsthe Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, provided 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 such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director the Executive will be able to devote sufficient resume his duties on a regular full-time and attention basis prior to such time as the Executive’s employment hereunder may be terminated by the Company as is necessary due to fulfill Directordisability, (b) the Company has not notified the Executive of its intention to terminate the Executive’s responsibilities as a Director employment for cause, and (c) the Executive has not notified the Company of his intention resign from his position of Chief Executive Officer of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees to serve The Employee shall be employed as a Director the Chief Executive Officer of the Company Employer. In such capacity, the Employee shall have the responsibilities and to be available to perform duties customary for such offices and such other executive responsibilities and duties as are assigned by the duties Board of Directors (the “Board”) of the Employer which are consistent with such position pursuant the Employee’s position. At all times during the performance of this Agreement, the Employee will adhere to the Articles of Incorporation rules and Bylaws regulations (the “Policies”) that have been or may hereafter be established by the Board (and any committee thereof) for the conduct of the Company, and any additional codes, guidelines or policies employees of the Company that may be effective now Employer and its subsidiaries or in for the future (collectivelyposition or positions held by the Employee. Until further notice from the Board, the “Governance Documents”) Employee will consult regularly with ▇▇▇▇ ▇▇▇▇▇▇ and the laws of the state of Nevada▇▇▇▇ ▇▇▇▇▇▇▇▇ on management and strategy matters. The Company acknowledges that Director currently holds other positions (“Other Employment”) Employee will attend and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation participate in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoingcompletion of certain amendments to the Company’s Investor Rights Agreement to address Board voting arrangements, Director as discussed with the Employee, the Employee will use Director’s reasonable 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 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 his duties to the Employer. Employee will resign from the boards of directors of Factor Trust and Mariner Finance Holdings on or before January 31, 2012. The Employee may continue to serve on the boards of directors of Music Training Center Holdings, LLC and Beneficial Mutual Bancorp as long as such service does not, in the good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director judgment of the CompanyBoard, and agrees to serve in such capacity, materially interfere with the performance of his duties hereunder. Any additional board service or similar roles with other organizations shall be subject to the terms prior approval of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removalthe Board. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees to serve as a an Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles Certificate of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of NevadaDelaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith best efforts to promote the interests of Company and its shareholdersstockholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt 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 Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) By execution of this Agreement, Director accepts Director’s appointment or election as a an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (cd) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees Employee shall continue to be nominated as a director of the Company and, subject to Employee's election thereto by the Board of Directors or the stockholders of the Company, Employee shall be employed as the President and Chief Executive Officer of the Company. In such capacities, Employee shall serve as a Director the senior executive officer of the Company and to be available to perform shall have the duties consistent with and responsibilities prescribed for such position pursuant to positions by the Articles of Incorporation and Bylaws By-Laws of the Company, and any additional codes, guidelines or policies shall have such other duties and responsibilities as may from time to time be prescribed by the Board of Directors of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws Executive Committee of the state Board of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positionsDirectors, provided that such Other Employment shall not materially interfere duties and responsibilities are consistent with Director’s Employee's position as the senior executive officer. In the event that during the term of Employee's employment hereunder Employee's duties and responsibilities are expanded or Employee's title is changed (without reduction in status), then in either or both events the rights and obligations under this AgreementAgreement shall not be affected. Director confirms that Director expects Director will In the performance of Employee's duties, Employee shall be able to devote sufficient time and attention subject to the Company as is necessary to fulfill Director’s responsibilities as a Director supervision and direction of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings Board of Directors of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholdersthe Executive Committee of the Board of Directors. (b) By execution Subject to the term of this AgreementEmployee's employment hereunder, Director accepts Director’s appointment Employee shall devote Employee's full working time and effort to the proper performance of Employee's duties and responsibilities as President and Chief Executive Officer. Employee hereby represents and warrants to the Company that Employee has no obligations under any existing employment or election as a Director service agreement other than the Original Agreement and that Employee's performance of the Companyservices required of Employee hereunder will not conflict with any other existing obligations or commitments. Nothing in this Agreement shall preclude Employee from engaging, consistent with Employee's duties and agrees to serve responsibilities hereunder, in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected charitable and qualified or until Director’s earlier death, resignation or removalcommunity affairs. (c) Director’s status during Employee shall perform the Term (as defined below) shall be that services contemplated hereunder at the principal executive office of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and at such other consideration made or provided locations as may be reasonably necessary to the Director hereunder shall be made or provided without withholding or deduction performance of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithsuch services.

Duties. The Executive shall serve the Company as its President and Chief Executive Officer to serve in such capacity or other capacities consistent therewith as designated by the Board of Directors of the Company (athe “Company Board”) Director agrees and the Board of Directors of Beacon (the “Beacon Board” and, together with the Company Board, the “Boards”) and shall 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 the best of his ability and shall devote substantially all of his business time, energy and skill to the affairs of the Company as necessary to perform the duties of his position, and he shall not assume a position in any other business without the express written permission of the Beacon Board; provided that the Executive may upon disclosure to the Beacon Board (i) serve as a member of not more than one for-profit board of directors so long as the Executive receives prior written permission from the Beacon Board (such permission not to be unreasonably withheld); (ii) serve in any capacity with charitable or not-for-profit enterprises so long as there is no material interference with the Executive’s duties to the Company and (iii) make passive investments where the Executive is not obligated or required to, and shall not in fact, devote any managerial efforts. The Company shall have the right to limit the Executive’s participation in any of the foregoing endeavors if the Beacon Board believes, in its sole and exclusive discretion, that the time being spent on such activities infringes upon, or is incompatible with, the Executive’s ability to perform the duties under this Agreement. On the date hereof, the Executive serves as chairman of the board of directors of Morristown Medical Center and as a member of the board of directors of Harlem Lacrosse and Leadership, both non-profit organizations, which continued service the Beacon Board hereby approves so long as there is no material interference with the Executive’s duties to the Company. In addition, during the Term, the Executive will continue to serve as a Director member of each of the Company and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws Boards.” Section 2.1 of the Company, Agreement is deleted in its entirety and any additional codes, guidelines or policies of replaced with the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.following:

Duties. NAI agrees to employ the Executive and the Executive agrees to accept employment with NAI for the Term of Employment hereinafter defined. During the Term of Employment, the Executive, subject to the provisions of this Agreement, shall: (a) Director agrees have the title and the duties of Executive Vice President of News Corporation, a Delaware corporation (“NEWS CORP”) and (b) be a member of the Office of the Chairman (the “OOC”) of NEWS CORP. In addition, the Executive shall serve as the Chief Executive Officer of NEWS CORP’s newly established education division (the “Educational Division”) which shall include Wireless Generation, Inc. after it is acquired by NEWS CORP. As the Chief Executive Officer of the Educational Division: (i) the Executive will be the most senior officer of the Educational Division (other than the Chairman and Chief Executive Officer of NEWS CORP); and (ii) the Executive shall have such duties and authority as are customarily associated with the position of Chief Executive Officer. The Executive shall report directly to the Chairman and Chief Executive Officer of NEWS CORP and the Deputy Chairman and Chief Operating Officer of NEWS CORP. NEWS CORP shall use its best efforts to assure that the Executive serve and continues to serve as a Director member of the Company and to be available to perform NEWS CORP Board of Directors during the duties consistent with such position pursuant to Term of Employment. During the Articles Term of Incorporation and Bylaws Employment the Executive shall devote substantially all of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient his business time and attention and give his best efforts and skill to furthering the business and interests of NEWS CORP and to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice performance of such meetings executive duties as the Chairman and they are scheduled at times when Director is available. Director also represents that Chief Executive Officer of NEWS CORP and the Other Employment shall not materially Deputy Chairman and unreasonably interfere Chief Operating Officer of NEWS CORP may determine, from time to time, consistent with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until DirectorAgreement and which are commensurate with the scope of the Executive’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (position; provided that so long as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company they do not in any respect. All payments manner interfere with his performance hereunder and other consideration made are in accordance with NEWS CORP’s policies, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods to: (i) serving, with the prior approval of the Board or provided to the Director hereunder shall be made NEWS CORP Chairman or provided without withholding Group General Counsel, as a director or deduction member of a committee of any kindcompany or organization, (ii) delivering lectures and the Director shall assume sole responsibility fulfilling speaking engagements, (iii) engaging in charitable and community activities, (iv) making television appearances, (v) authoring books or articles for discharging all tax newspapers, magazines, online media sites or other obligations associated therewithsimilar media; and (vi) investing his personal assets in such form and in such manner as will not violate Section 7(c) below.

Duties. (a) Director agrees to serve as a an independent Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles Certificate of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of NevadaDelaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith best efforts to promote the interests of Company and its shareholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt 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 Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) In addition to Director’s service on the Board, Director agrees that, if so selected by the Chairman of the Board, Director shall serve on one or more committees of the Board, including but not limited to the Compensation Committee, Audit Committee, or Nominating Committee, as determined by the Chairman of the Board. (d) By execution of this Agreement, Director accepts Director’s appointment or election as a an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (ce) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees to serve as a Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles Certificate of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of NevadaDelaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith best efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as a Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees to serve as a an independent Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles articles of Incorporation incorporation and Bylaws bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of NevadaJapan. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith best efforts to promote the interests of Company and its shareholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under Japanese law with respect to directors of Japanese corporations and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt 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 Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) By execution of this Agreement, Director accepts Director’s appointment or election as a an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (cd) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kindkind except Japanese withholding income tax, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees to serve as a Director of the Company and to be available to perform the duties consistent with such position pursuant Executive shall devote his full-time efforts to the Articles proper and faithful performance of Incorporation all duties customarily discharged by a President and Bylaws 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 codes, guidelines or policies duties assigned to him from time to time by the Board of Directors of Company. Executive shall report directly to the Company that may be effective now or Board of Directors of Company. Executive agrees to use his best efforts and comply with all fiduciary and professional standards in the future (collectivelyperformance of his duties hereunder. Executive shall provide services to any subsidiary or affiliate of Company without additional compensation and benefits beyond those set forth in this Agreement, the “Governance Documents”) and the laws of the state of Nevada. The any compensation and benefits provided to Executive for such services shall be a credit with regard to amounts due from Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director 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 be able fulfill his duty of loyalty to devote sufficient Company; and he has either acted or will act in the best interests of Company’s shareholders. Executive has been engaged in the pharmaceutical business for over forty (40) years and has disclosed to Company his ownership interests in Pharmeral, Inc. and Pharmaceutical Ventures, Ltd., as well as his interest as a creditor of Liquipharm, Inc. His involvement with respect to these companies has been disclosed, including but not limited to the sale or licensing of various products, which transactions have in the past included Company. Executive further agrees to disclose any significant change in his association with said entities or in the nature of their business operations if there comes a time and attention when the underlying circumstances represented to the Company as is necessary are materially altered. Executive maintains a personal investment portfolio which includes various pharmaceutical holdings. In the event Executive’s holdings in any one individual company exceeds one percent (1%) of his net worth, said holdings will be disclosed in writing to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director 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 have such duties and responsibilities as may be assigned to Executive from time to time by the Board and the Bank Board, which duties and responsibilities shall be commensurate with Executive’s position, shall perform all duties assigned to Executive faithfully and efficiently, subject to the direction of the Board and the Bank Board, and shall have such authorities and powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will perform the duties required by this Agreement at the Company’s principal place of business unless the nature of such duties requires otherwise. During the Employment Period, Executive shall be nominated to serve as a Director member of the Board and the Bank Board, subject to election by those shareholders of the Company and the Bank authorized to be available to perform the duties consistent vote with such position pursuant respect to the Articles election of Incorporation and Bylaws of directors. Notwithstanding the Companyforegoing, and any additional codesduring the Employment Period, guidelines or policies of the Company that Executive may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds devote reasonable time to activities other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations than those required under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention , including activities of a charitable, educational, religious or similar nature (including professional associations) to the Company as is necessary to fulfill Director’s responsibilities as a Director extent such activities do not, in the reasonable judgment of the Company. Such time and attention shall includeBoard or the Bank Board, without limitationinhibit, participation prohibit, interfere with or conflict with Executive’s duties under this Agreement or conflict in telephonic and/or in-person meetings any material way with the business of the BoardEmployer and its Affiliates; provided, however, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment Executive shall not materially and unreasonably interfere serve on the board of directors of any business (other than the Employer or its Affiliates) or hold any other position with Director’s obligations under this Agreement. Subject to any business without receiving the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director prior written consent of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, Board and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithBank Board.

Duties. (a) Director Employee agrees that he shall continue to serve as a Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall includeChief Financial Officer, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject reporting to the forgoing, Director will use Director’s reasonable good faith efforts to promote Audit Committee and the interests Board of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this AgreementDirectors, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term 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 that 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 an independent contractor accounts, investments, financial statement preparation, budgeting and notforecasts, for any purposeinsurance, that reports as well as preparation and filing of an employee or agent with authority to bind filings and reports under the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction Securities Act of any kind1933, as amended, and the Director 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 assume use his reasonable efforts to ensure that the duties and responsibilities are timely performed in accordance with SEC filing deadlines and, as applicable, with such other deadlines that the Company’s Board of Directors in its sole responsibility discretion may otherwise designate. Employee will be deemed to be in breach of this Agreement and subject to termination for discharging all tax “Cause” as defined herein, and Employee will receive no benefits and be terminated without further payments or other obligations associated therewithbenefits beyond the date of termination pursuant to the express provisions of this Agreement, in the event of material failure to perform the duties and responsibilities as set forth herein.

Duties. (You: a) Director agrees to serve as acknowledge that you are a Director fiduciary of the Company Unilever (and/or other Unilever Group members), and agree that you will at all times act in good faith, carry out your duties honestly, faithfully and to be available the best of your ability, comply with all lawful instructions, regulations and policies from time to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of the Companytime, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts your best endeavours to promote the interests of Company and its shareholders.the Unilever Group; (b) By execution will accept any offices or directorships as Unilever may reasonably require, without any additional remuneration; c) will inform Unilever immediately of any act or omission of yours which constitutes a breach of this Agreement, Director accepts Director’s appointment and of any act or election omission of any other staff member of the Unilever Group of which you become aware that constitutes, or might reasonably constitute, a breach of the duties owed by that individual; d) will report to the Board as requested, and promptly provide any information, explanations and assistance requested regarding the business and affairs of Unilever, the Unilever Group and any related matters; e) will devote the whole of your working time, attention and skill to your role with Unilever; f) will properly perform your duties and exercise your powers; g) will carry out your duties honestly, faithfully, to the best of your ability and at all times in compliance with the Unilever Code of Business Principles; h) will comply with all rules, requirements, codes and regulations imposed or recommended from time to time by any industry or regulatory body relevant to your role and to the business of the Unilever Group; i) will comply with all statutory, fiduciary or common law duties to Unilever; j) will do such things as are necessary to ensure compliance by you and Unilever with the UK Corporate Governance Code and Dutch Corporate Governance Code (each as amended from time to time) to the extent required by such Codes; k) will comply with all rules, requirements, recommendations or codes as amended, replaced or introduced from time to time including but not limited to those of the UK Listing Authority (including the Model Code), the Euronext Rule Book and Financial Supervision Act and the New York Stock Exchange Rules; l) will comply with all rules, policies and regulations issued by Unilever whether or not contained in a company handbook including but not limited to the relevant anti-corruption/bribery and compliance policies; m) will comply with personal shareholding requirements and clawback and malus provisions applicable to variable remuneration as set out in your reward letter from time to time; n) will comply with the directions of the Board; o) will use your best endeavours to promote the interests and reputation of each and every company in the Unilever Group; and p) will not do anything that would cause you to be disqualified from acting as a Director of director or have a negative impact on your own reputation or the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction reputation of any kind, and company in the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithUnilever Group.

Duties. (a) Director agrees to You shall serve us as [JOB TITLE] [or such other role as we consider appropriate]. During the Appointment you shall: [act as a Director director of the Company [and carry out duties on behalf of any other Group Company including, if so required by the Board, acting as an officer or consultant of any such Group Company];] [comply with the articles of association (as amended from time to time) of [the Company OR any Group Company of which you are a director];] [abide by any statutory, fiduciary or common-law duties to [us OR any Group Company of which you are a director];] [not do anything that would cause you to be available disqualified from acting as a director;] [do such things as are reasonable and necessary to ensure compliance by yourself and [us OR any relevant Group Company] with the Companies ▇▇▇ ▇▇▇▇[, the Listing Rules OR the AIM Rules for Companies][, the Market Abuse Regulation (596/2014/EU)] [and the UK Corporate Governance Code OR the Corporate Governance Guidelines for Small and Mid-sized Quoted Companies published by the Quoted Companies Alliance (as amended from time to time)];] [comply with all requirements, recommendations or regulations, as amended from time to time, of the [UK Listing Authority], the London Stock Exchange plc, the FCA, the Market Abuse Regulation (596/2014/EU) and any directly applicable regulation made under that Regulation or any regulatory authorities relevant to [us OR any Group Company] and any code of practice, policies or procedures manual issued by us (as amended from time to time) relating to dealing in the securities of [the Company OR any Group Company] [including the Dealing Code];] [neither commit or attempt to commit the criminal offence of insider dealing nor contravene Articles 14, 15 or 19 of the Market Abuse Regulation (Regulation 596/2014/EU);] comply with our anti-corruption and bribery policy and related procedures; unless prevented by Incapacity, devote the whole of your time, attention and abilities to our business [and the business of any Group Company of which you are an officer or consultant]; faithfully and diligently exercise such powers and perform such duties as [we OR the duties consistent Board] may from time to time assign to you [together with such position pursuant person or persons as [we OR the Board] may appoint to act jointly with you]; comply with all reasonable and lawful directions given to you by [us OR the Articles of Incorporation Board]; promptly make such reports to [[POSITION] OR the Board] in connection with [our OR any Group Company’s] affairs on such matters and Bylaws of the Company, at such times as are reasonably required; report your own wrongdoing and any additional codes, guidelines wrongdoing or policies proposed wrongdoing of any other employee or director of [the Company OR any Group Company] to [[POSITION] OR the Board] immediately on becoming aware of it; use your best endeavours to promote, protect, develop and extend our business [and the business of any other Group Company]; and comply with any electronic communication systems policy that we may be effective now issue from time to time. We take a zero-tolerance approach to tax evasion. You must not engage in any form of facilitating tax evasion, whether under UK law or under the law of any foreign country. You must immediately report to [[POSITION] OR the Board] any request or demand from a third party to facilitate the evasion of tax or any concerns that such a request or demand may have been made. [You must at all times comply with our [anti-facilitation of tax evasion policy OR anti-corruption and bribery policy] [and [RELEVANT INDUSTRY CODE ON ANTI-FACILITATION OF TAX EVASION] [attached to this agreement at schedule [INSERT]]], [a copy of which has been given to you OR which is available from [[POSITION] OR which is available on our intranet], [in each case] as [we] [or] [the relevant body] may update [them OR it] from time to time.] [You shall comply with any rules, policies and procedures set out in the future (collectivelyStaff Handbook, the “Governance Documents”) and the laws a copy of the state of Nevadawhich [has been given to you OR is available from [POSITION]]. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall Staff Handbook does not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution form part of this Agreement, Director accepts Director’s appointment or election as a Director of agreement and we may amend it at any time. To the Company, and agrees to serve in such capacity, subject to extent that there is any conflict between the terms of this Agreementagreement and the Staff Handbook, until Director’s successor this agreement shall prevail.] All documents, manuals, hardware and software provided for your use by us, and any data or documents (including copies) produced, maintained or stored on our computer systems or other electronic equipment (including mobile phones), remain our property. Your normal place of work is duly elected [LOCATION] or such other place within [REASONABLE AREA] which [we OR the Board] may reasonably require for the proper performance and qualified exercise of your duties. You agree to travel on [our OR any Group Company’s] business (both within the UK or until Director’s earlier death, resignation or removal. (cabroad) Director’s status during as may be required for the Term (as defined below) proper performance of your duties under the Appointment. During the Appointment you shall not be required to work outside the UK for any continuous period of more than one month. [Your normal working hours shall be [TIME] to [TIME] on [Mondays] to [Fridays] and these hours and days are not variable although you may be required to work such additional hours as are necessary for the proper performance of your duties. You acknowledge that you shall not receive further remuneration in respect of an independent contractor such additional hours. Your working hours and notdays shall vary and you shall work [NUMBER] hours each week at such times and on such days in the week as are agreed between you and us at least [one week] in advance. You acknowledge that you shall not receive further remuneration in respect of such additional hours. Your working hours and days shall vary and you shall work [NUMBER] days each week at such times and on such days in the week as are agreed between you and us at least [one week] in advance, for any purposeprovided that your total hours in such week do not exceed [NUMBER] hours. You acknowledge that you shall not receive further remuneration in respect of such additional hours.] [The parties each agree that the nature of your position is such that your working time cannot be measured and, accordingly, that the Appointment falls within the scope of regulation 20 of the Working Time Regulations 1998 (SI 1998/1833).] You shall be paid an employee or agent with authority initial salary of £[AMOUNT] per annum (inclusive of any fees due to bind you by [us OR any Group Company] as an officer of [the Company OR any Group Company]). Your salary shall accrue from day to day at a rate of [1/365 OR 1/260] of your annual salary and be payable [monthly] in any respectarrears [on or about [DATE] of each month] directly into your bank or building society account. All payments and other consideration made or provided to the Director hereunder Your salary shall be made reviewed by [[POSITION] OR the Board] annually. We are under no obligation to award an increase following a salary review. There will be no review of the salary after notice has been given by either party to terminate the Appointment. We may deduct from the salary, or provided without withholding or deduction of any kindother sums owed to you, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithany money owed to [us OR any Group Company] by you.

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 Offered ADSs 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 Offered ADSs as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (ai) Director agrees the purchase and sale of the Offered ADSs pursuant to serve this Agreement, including the determination of the public offering price of the Offered ADSs 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 is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a Director principal and is not the financial advisor, agent or fiduciary of the Company or its 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 be available to perform the duties consistent with disclose any of such position pursuant to the Articles of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevadainterests. The Company acknowledges that Director currently holds other positions the Underwriters disclaim any implied duties (“Other Employment”) including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and agrees that Director may maintain such positionsobligations expressly set forth herein. The Company hereby waives and releases, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall includefullest extent permitted by law, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents any claims that the Other Employment shall not materially and unreasonably interfere Company may have against the several Underwriters with Director’s obligations under this Agreement. Subject respect to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests any breach or alleged breach of Company and its shareholdersagency or fiduciary duty. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. You shall serve and shall perform such duties as are customarily associated with the position of Chief Medical Officer and such other duties as are assigned to you by the Company’s board of directors (a) Director agrees the “Board”). Your job duties and responsibilities may change from time to serve as a Director of time, without advance notice, in the Company and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws sole discretion of the Company. You shall be permitted to work remotely from your home until the Company establishes its U.S.-based office, and any additional codeswhich we expect will be located in the Greater Philadelphia area. Thereafter, guidelines or policies presence at the Company’s headquarters averaging not more than ten days per month may be required. This is an exempt position. Upon your commencement of employment as Chief Medical Officer, you will be appointed as a member of the Company that may be effective now or in Board. During the future (collectivelyterm of your employment, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment you shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient your full working time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director business affairs of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoinghowever, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacitythat, subject to the terms of this the Company’s form of Proprietary Information and Inventions Assignment Agreement, until Director’s successor is duly elected as described below, this shall not preclude you from (i) devoting time to personal and qualified family investments, (ii) participating in industry associations, (iii) serving on community and civic boards, (iv) serving on up to one for-profit board, or until Director’s earlier death(v) providing limited professional consulting services to non-competing commercial entities with full knowledge and revocable approval of the CEO; provided, resignation or removal. (c) Director’s status during such activities do not interfere with your duties to the Term (Company, as defined below) shall determined in good faith by the Board. • COMPENSATION. Your initial compensation will be that as follows: ◦ BASE SALARY. Commencing on the closing of the initial tranche of an independent contractor and not, for any purpose, equity financing in which investors purchase Series A preferred stock that of an employee or agent with authority results in gross proceeds to bind the Company in any respect. All payments of at least $20,000,000 (a “Qualifying Series A Financing”), you will receive an annual base salary of $395,000 for all hours worked after such date, less taxes, authorized withholdings and other consideration made or provided to legally required deductions. You will be paid in accordance with the Director hereunder shall be made or provided without withholding or deduction of any kind, Company’s customary payroll procedures as established and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithmodified from time-to-time.

Duties. (a) Director agrees to serve as a an Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles Certificate of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of NevadaDelaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-in- person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith best efforts to promote the interests of Company and its shareholdersstockholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt 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 Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) By execution of this Agreement, Director accepts Director’s appointment or election as a an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (cd) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees to serve as a an independent Director of the Company and to be available devote as much time as is reasonably necessary to perform the Director’s duties consistent with such position pursuant to the Articles of Incorporation and Bylaws as a Director of the Company, and any additional codes, guidelines including duties as a member of one or policies more committees of the Company that Board, to which the Director may hereafter be effective now or appointed. The Director will perform such duties described herein in accordance with the future (collectively, the “Governance Documents”) and the laws general fiduciary duty of the state of Nevadadirectors. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions. The Company also acknowledges that Director may from time to time provide consulting or advisory services for business entities other than the Company which are not competitors of the Company and that Director may sit on the board of directors of other entities, subject to any limitations set forth by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and applicable fiduciary duties owed to the Company, and limitations related thereto, including those provided by any exchange or quotation service on which the Company’s common stock is listed or traded. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to such entities which are material in nature and use reasonable business efforts to coordinate Director’s respective commitments so as to fulfill Director’s obligations to the Company and, in any event, will fulfill Director’s legal obligations as a director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of Director’s duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit Director’s activities on behalf of (i) any current employer and its Affiliates or (ii) the board of directors of any entities on which Director currently sits. At such Other Employment shall not time 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 obligations duties, services and responsibilities hereunder. The Company currently intends to hold at least one regular meeting of the Board and each Committee each quarter, together with additional meetings of the Board and Committees as may be required by the business and affairs of the Company. Director shall be given reasonable advance notice of such meetings and they will be scheduled at times when Director is available. Director shall make reasonable business efforts to attend (either in person or telephonically) all Board meetings and all pre-scheduled Board committees and subcommittees as reasonably requested and agreed upon by the Board and make himself available to the Company at mutually convenient times and places, as appropriate and convenient. (b) Director is an “independent director” with respect to the Company (as such term has been construed under this AgreementCayman Islands law with respect to directors of Cayman Islands companies and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director confirms that, as of the Effective Date, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt holders or any of their respective corporate Affiliates that would cause Director expects Director will to be able unable to devote sufficient time and attention to (i) exercise independent judgment based on the best interests of the Company as is necessary to fulfill or (ii) make decisions and carry out Director’s responsibilities as a Director of the Company. Such time , in each case in accordance with the terms of the Articles of Association of the Company (the “Articles”) and attention applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director known to be a competitor of the Company. (c) In addition to Director’s service on the Board, Director agrees that, if so selected by the Board, Director shall include, without limitation, participation in telephonic and/or in-person meetings serve on certain committees of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (bd) By execution of this Agreement, Director accepts Director’s appointment or election as a an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this AgreementAgreement and the Articles, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (ce) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, except for Japanese withholding tax as required by applicable law, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees to serve as a Director As General Counsel and Chief Legal Officer of the Company, Executive shall be responsible for managing and supervising, and shall have responsibility and powers for the day-to-day conduct of, the legal affairs of the Company and to be available to perform its subsidiaries, including, but not limited to, hiring and firing of legal personnel, executing contracts and agreements provided that the dollar value of the contract or agreement does not exceed $50,000, managing and supervising any internal and or external counsel, and shall have all of the powers, authority, duties consistent with such position pursuant and responsibilities usually incident to the Articles position and role of Incorporation General Counsel and Bylaws of Chief Legal Officer in companies that are comparable in size and character to the Company, and any additional codesshall perform such other reasonable duties consistent with the position of General Counsel, guidelines or policies as may lawfully be assigned to her by the Company’s Board of the Company that may be effective now or in the future Directors (collectively, the “Governance DocumentsBoard”) and the laws of Company’s Chief Executive Officer (the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other EmploymentCEO”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders). (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director As Chief Ethics Officer of the Company, Executive shall be responsible for the general administration, oversight and agrees monitoring compliance with the Company’s Code of Conduct and Business Ethics (the “Code”) and other procedures intended to serve in such capacitydetect and prevent unethical or illegal behavior, subject operation and effectiveness of the Company’s hotline, investigating incidents of suspected non-compliance with the Code, reporting to the terms Audit and/or Governance Committees of this Agreementthe Board regarding the effectiveness of an adherence to the Code, until Director’s successor is duly elected periodically reviewing and qualified revising Company policies and procedures to achieve compliance with applicable rules, regulations, policies and procedures, and making recommendations to the CEO, Audit and/or Governance Committees of the Board regarding disciplinary or until Director’s earlier death, resignation or removalremedial action for non-compliance with the Code. (c) DirectorDuring the Term, Executive shall report directly to the Company’s status during Chief Compliance Officer (the Term (“CCO”), serve the Company and its subsidiaries and devote such time, attention, skill and efforts as defined below) is necessary for the performance of her duties hereunder; provided however, that, notwithstanding the above, Executive shall be that of an independent contractor and notpermitted, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made extent such activities do not interfere with the performance by Executive of her duties and responsibilities hereunder, to (i) manage Executive’s personal, financial and legal affairs, (ii) serve on charitable boards or provided without withholding or deduction of any kindcommittees and (iii) engage in community service, charitable activities and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithprofessional educational duties.

Duties. (a) Director agrees to serve as a an independent Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles Certificate of Incorporation and Bylaws of the Company▇▇▇▇▇▇ & ▇▇▇▇▇ Education, and any additional codes, guidelines or policies of the Company that may be effective now or in the future Inc. (collectivelytogether, the “Governance Organizational Documents”) and the laws of the state of NevadaDelaware. The Company acknowledges that Director currently holds the other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director he will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s his responsibilities as a Director of the CompanyCompany and that the Other Employment will not in any way impact Director’s independence. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice Company’s board of such meetings and they are scheduled at times when Director is availabledirectors. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to Without limiting the forgoinggenerality of the foregoing, Director will use Directorconfirms that he is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations). Director also confirms that (a) he does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s reasonable good faith efforts equity holders or any of their respective corporate affiliates that would cause Director to promote be unable to (i) exercise independent judgment based on the best interests of the Company or (ii) make decisions and its shareholders. 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 Director’s his appointment or election as a independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this AgreementAgreement 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 Director’s his successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (. The parties hereto acknowledge and agree that Director is being engaged to serve as defined below) shall be that of an independent contractor Director of the Company only and notis not being engaged to serve, for any purposeand shall not serve, that of an employee or agent with authority to bind the Company in any respect. All payments other capacity; provided, that the Company may determine that it is in the best interest of the Company and/or its direct and other consideration made or provided 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 hereunder 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 made automatically deemed to be party to this agreement without any further action or provided without withholding amendment by the Company, the Director, or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithapplicable subsidiaries.

Duties. (a) Director agrees to The Employee shall serve as a Director the President of the Company and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws Legal ------ Enterprise Division of the Company, and any additional codesthe Vice President of Sales and Marketing for the Parent, guidelines or policies 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 that may be effective now (the "Board") or in of the future (collectivelyParent, 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 “Governance Documents”) COO and the laws 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 state of NevadaParent'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 acknowledges that Director currently holds other 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 (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention 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 is necessary to fulfill Director’s are consistent with the Employee's past responsibilities as a Director an employee of the Company. Such time Seller and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the BoardLEI Business; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment Employee shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject be required to engage in any business that is not reasonably related to the forgoingBusiness of the Company, Director will use Director’s reasonable good faith efforts as hereinafter defined, and provided further, that Employee shall under no circumstances be required by the Company or the Parent to promote the interests of Company and its shareholders. (b) By execution relocate his primary residence. For purposes of this Agreement, Director accepts Director’s appointment or election the "Business of the Company" or, alternatively, "Business" shall be defined as a Director the current business of the Company, including, but not limited to, the marketing and agrees to serve providing of record retrieval and litigation support services in such capacitythe California area, subject to as well as the terms of national record retrieval business for the Parent and its subsidiaries contemplated above. The term "Company" as used in this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) Agreement shall be that of an independent contractor deemed to include and not, for any purpose, that of an employee or agent with authority refer to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithsuch Affiliates.

Duties. (a) Director The Executive agrees to serve as a Director Executive Vice President, Chief Human Resources Officer of the Company during the Term. In such capacity, the Executive shall have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Company’s Chief Executive Officer which are consistent with the Executive’s position(s). The Executive agrees to devote substantially all her business time, attention, and services to the business and affairs of the Company and to be available its affiliates and to perform the her duties consistent with such position pursuant to the Articles best of Incorporation and Bylaws her ability. At all times during the performance of this Agreement, the Company, and any additional codes, guidelines or policies Executive will adhere to the Code of Conduct of the Company that may be effective now or in the future (collectively, the “Governance DocumentsCode of Conduct”) that has been or may hereafter be established and communicated by the laws Company to the Executive for the conduct of the state of Nevadaposition or positions held by the Executive. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director Executive may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to accept directorships on the Company as is necessary to fulfill Director’s responsibilities as a Director board of directors of for-profit corporations without the prior written consent of the Chief Executive Officer of the Company. Such time and attention shall includeThe Executive may accept directorships on the board of directors of not-for-profit corporations without the Chief Executive Officer’s prior, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of written consent so long as (a) such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall directorships do not materially and unreasonably interfere with DirectorExecutive’s obligations ability to carry out her responsibilities under this Agreement. Subject to , and (b) Executive promptly notifies the forgoing, Director will use Director’s reasonable good faith efforts to promote Chief Executive Officer in writing of the interests of Company and its shareholdersfact that she has accepted such a non-profit directorship. (b) By execution of If the Company and the Executive do not agree in writing to renew the Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement, Director accepts Director’s appointment or election as a Director Agreement only until the expiration of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the Chief Executive Officer and shall perform such duties not inconsistent with the provisions hereof as defined below) she shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind assigned by the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithChief Executive Officer.

Duties. (a) Director From and after the Effective Date, and based upon the terms and conditions set forth herein, the Company agrees to serve employ the Employee and the Employee agrees to be employed by the Company, as a Director President and Chief Executive Officer of the Company and in such equivalent, additional or higher executive level position or positions as shall be assigned to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of him by the Company's Board of Directors. While serving in such executive level position or positions, the Employee shall report to, be responsible to, and any additional codes, guidelines or policies shall take direction from the Board of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director Directors of the Company. Such The Board of Directors shall not require the Employee to perform any task that is inconsistent with the office of President or the position of Chief Executive Officer. During the Term of this Employment Agreement (as defined in Section 2 below), the Employee agrees to devote substantially all of his working time to the position he holds with the Company and attention to faithfully, industriously, and to the best of his ability, experience and talent, perform the duties which are assigned to him. The Employee shall include, without limitation, participation in telephonic and/or in-person meetings observe and abide by the reasonable corporate policies and decisions of the Board; provided, that Director is given reasonable advance notice of such meetings Company in all business matters. The Employee represents and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject warrants to the forgoingCompany that Exhibit A attached hereto sets forth a true and complete list of (a) all offices, Director will use Director’s reasonable good faith efforts to promote directorships and other positions held by the interests of Employee in corporations and firms other than the Company and its shareholders. subsidiaries and (b) By execution any investment or ownership interest in any corporation or firm other than the Company beneficially owned by the Employee (excluding investments in life insurance policies, bank deposits, publicly traded securities that are less than five percent (5%) of this Agreement, Director accepts Director’s appointment or election as a Director their class and real estate). The Employee will promptly notify the Board of Directors of the Company, and agrees to serve in such capacity, subject to Company of any additional positions undertaken or investments made by the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status Employee during the Term (of this Employment Agreement if they are of a type which, if they had existed on the date hereof, should have been listed on Exhibit A hereto. As long as defined below) the Employee's other positions or investments in other firms do not create a conflict of interest, violate the Employee's obligations under Section 7 below or cause the Employee to neglect his duties hereunder, such activities and positions shall not be that deemed to be a breach of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewiththis Employment Agreement.

Duties. (a) Director agrees to serve The Executive, in his capacity as a Director 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 ▇▇▇▇ ▇. ▇▇▇▇▇▇ (or his successor) and to be available to faithfully perform for the Company the duties consistent with of said office and shall perform such position pursuant other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Articles Board of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies Trustees of the Company that may be effective now or in the future (collectively, the “Governance DocumentsBoard”) (including the performance of services for, and serving on the laws Board of Directors of, any subsidiary or affiliate of the state of NevadaCompany without any additional compensation). The Company acknowledges Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder; provided, however, that Director currently holds in no event shall this sentence prohibit the Executive from performing other positions activities, whether personal, charitable, investment (“Other Employment”including real estate investment activities) or business and agrees that Director may maintain any other activities approved by the Board, so long as such positions, provided that such Other Employment shall activities do not materially and adversely interfere with Directorthe Executive’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention duties to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to otherwise violate the terms of this Agreement, until Directorthe Executive’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (whether such trusts are in existence now or in the future) and, in connection therewith, to act as a manager of various ▇▇▇▇▇▇ family investment entities in which one or more of the trusts is an equity owner, and nothing contained in this Section 2 shall be construed in a manner which could cause the Executive to have to violate any fiduciary duty that of an independent contractor he may have to any such trusts or family investment entities so long as such activities do not materially and not, adversely interfere with the Executive’s duties for any purpose, that of an employee or agent with the Company. The Board may delegate its authority to bind the Company in take any respect. All payments and other consideration made or provided action under this Agreement to the Director hereunder shall be made or provided without withholding or deduction Compensation Committee of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithBoard of Trustees (the “Compensation Committee”).

Duties. (a) Director agrees Nothing in this Agreement shall be deemed to serve create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as a Director expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations with respect to the Shares as are specifically set forth in this Agreement. Each of the Company and to be available to perform the duties consistent with such position Selling Stockholders acknowledges and agrees that: (a) the purchase and sale of the Shares pursuant to this Agreement, including the Articles determination of Incorporation the public offering price of the Shares and Bylaws any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Selling Stockholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (b) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any additional codesother party; (c) no Underwriter has assumed or will assume an advisory, guidelines agency or policies fiduciary responsibility in favor of the Company that 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 (d) the several Underwriters and their respective affiliates may be effective now or engaged in a broad range of transactions that involve interests that differ from those of the future (collectively, the “Governance Documents”) Company and the laws Selling Stockholders and that the several Underwriters have no obligation to disclose any of the state of Nevadasuch interests. The Company acknowledges and the Selling Stockholders acknowledge that Director currently holds other positions the Underwriters disclaim any implied duties (“Other Employment”) including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and agrees that Director may maintain such positionsobligations expressly set forth herein. The Company and the Selling Stockholders hereby waive and release, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall includefullest extent permitted by law, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents any claims that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholdersthe Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. The Chairman’s services hereunder will be provided on the basis of the following terms and conditions: (a) Director agrees to serve as a Director of the Company and to be available to perform the duties consistent with such position pursuant Reporting directly to the Articles Board of Incorporation and Bylaws Directors of the Company, and any additional codes, guidelines or policies the Chairman will serve as the Chairman of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director Board of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders.; (b) By execution of this Agreement, Director accepts Director’s appointment or election as The Chairman will be a Director member of the CompanyBoard, and agrees to serve will be a partner with the Chief Executive in such capacity, subject to achieving the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removalorganization's mission. (c) Director’s status during The Chairman will provide leadership to the Term Board of Directors, to set policy and to whom the Chief Executive is accountable. The Chairman will chair meetings of the Board after developing the agenda with the Chief Executive. (as defined belowd) shall be that The Chairman will discuss issues confronting the organization with the Chief Executive Officer. He will help, guide and mediate Board actions with respect to organizational priorities and governance concerns. The Chairman will review with the Chief Executive Officer any issues of an independent contractor concern to the Board and notmonitor financial planning and financial reports. The Chairman will formally evaluate the performance of the Chief Executive Officer and informally will evaluate the effectiveness of the Board members. (e) The Chairman will assist the Chief Executive Officer to plan and direct the organization's activities to achieve stated/agreed targets and standards for financial and trading performance, for any purposequality, that of an employee or agent culture and legislative adherence. He will recruit, select and develop Chairman team members and direct functions and performance via the Chairman team. (f) The Chairman will together with authority to bind the Chief Executive Officer play a leading role in fundraising activities. (g) The Chairman will faithfully, honestly and diligently serve the Company in any respect. All payments and other consideration made or provided cooperate with the Company and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the Director hereunder shall be made or provided without withholding or deduction satisfaction of any kindthe Company, acting reasonably, and the Director shall assume sole responsibility for discharging all tax Chairman will provide any other services not specifically mentioned herein, but which by reason of the Chairman’s capability, the Chairman knows or other obligations associated therewithought to know to be necessary to ensure that the best interests of the Company are maintained. (h) The Chairman will assume, obey, implement and execute such duties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given from time to time by the Company. (i) The Chairman will report the results of his duties hereunder to the Company as it may request from time to time. (j) The Chairman will serve as an active director of the Israeli Subsidiary.

Duties. (a) Director agrees to serve as a an independent Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith best efforts to promote the interests of Company and its shareholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under Nevada law with respect to directors of Nevada corporations and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt 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 Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) By execution of this Agreement, Director accepts Director’s appointment or election as a an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (cd) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees to During the Term, Executive shall serve as on a Director 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 to be available to perform the duties shall have such duties, authorities and responsibilities as are consistent with such position pursuant position, (the “Chief Executive Officer” or “CEO”). Executive shall report directly to the Articles Board. Executive shall devote substantially all of Incorporation Executive’s business time and Bylaws attention and Executive’s best efforts (excepting vacation time, holidays, sick days and periods of disability) to Executive’s employment and service with the Company; provided, however, that this Section 2 shall not be interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of a passive nature), or (ii) engaging in charitable or civic activities, or (iii) participating on boards of directors or similar bodies of non-profit organizations and the board of directors of the companies on which Executive serves on the date hereof, so long as (A) such activities do not (a) interfere with the performance of Executive’s duties and responsibilities hereunder, (b) create a fiduciary conflict, or (c) with respect to (ii) and (iii) only, detrimentally affect the Company’s reputation as reasonably determined by the Company in good faith, and any additional codes(B) Executive complies with the Code of Business Conduct and Ethics, guidelines or policies as amended from time to time. Executive has delivered to the Company a letter dated as of the Company that may be effective now or in date of this Agreement setting forth the future (collectively, the “Governance Documents”) and the laws boards of the state of Nevadadirectors on which Executive currently serves. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain Executive’s continued service on such positions, provided that such Other Employment boards shall not materially interfere with Director’s obligations under be deemed to violate the provisions of this Agreement, including without limitation the provisions of Section 8 hereof. Director confirms If requested, Executive shall also serve as an executive officer and/or member of the board of directors of any entity that Director expects Director will be able to devote sufficient time and attention to 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 is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings Executive Chairman of the Board; provided, however, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that if, in the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote judgment of the Board, it would be in the best interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees ’s shareholders for the Company to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of have an independent contractor and notmember of the Board serving as a non-executive Chairman, for any purpose, that Executive shall resign her position as the Company’s Executive Chairman at the request of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithBoard.

Duties. (a) Director agrees to Executive's Positions and Titles. Executive's positions and titles shall be Executive Vice President, Chief Financial Administrative Officer and Treasurer of Advisors. Executive shall also serve as a Director Executive Vice President, Chief Financial Officer and Treasurer of CAM, and in such positions with Holdings and/or the Company Subsidiaries to which Executive may be appointed. (b) Executive's Duties. Executive shall have such power and authority to be available to perform act for and in the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws name of the Company, and any additional codesas provided in the operating agreement of Advisors, guidelines the By-laws of CAM or policies resolutions of the manager of Advisors (the "MANAGER") or the Board. The duties and responsibilities of Executive are and shall continue to be of an executive nature as shall be required by the Company that may be effective now or in the future (collectivelyconduct of its business and shall include the performance of such lawful and reasonable duties and responsibilities as the Board or the Manager may from time to time assign to Executive not inconsistent with Executive's position(s). Executive recognizes that during the period of Executive's employment hereunder, the “Governance Documents”) and the laws Executive owes an undivided duty of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention loyalty to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time , and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director Executive will use Director’s reasonable Executive's good faith efforts to promote and develop the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director business of the Company. However, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status Company recognizes that during the Term (as defined below) shall be that period of an independent contractor Executive's employment hereunder, Executive will provide certain services to CFP and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments its affiliates and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kindrelated entities, and the Director Company acknowledges and agrees that Executive's provision of such services shall assume sole responsibility not be in breach of this Agreement so long as the provision of such services does not (i) interfere with Executive's primary duties and responsibilities hereunder and (ii) involve Executive providing investment advisory services except as may be approved by the Compensation Committee of CAM (the "COMPENSATION COMMITTEE") (each such services a "PERMITTED ACTIVITY"). Recognizing and acknowledging that it is essential for discharging all tax the protection and enhancement of the name and business of the Company and the goodwill pertaining thereto, Executive shall perform his duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by Employer and the industry from time to time. Executive will not perform any duties for any other business, other than a Permitted Activity without the prior written consent of the Compensation Committee, but may engage in charitable, civic or other obligations associated therewithcommunity activities, provided that such duties or activities do not materially interfere with the proper performance of Executive's duties under this Agreement.

Duties. (a) Director agrees Nothing in this Agreement shall be deemed to serve create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as a Director 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. Each of the Company and to be available to perform the duties consistent with such position Selling Stockholders acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the Articles determination of Incorporation the public offering price of the Shares and Bylaws any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Selling Stockholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any additional codesother party; (iii) no Underwriter has assumed or will assume an advisory, guidelines agency or policies fiduciary responsibility in favor of the Company that 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 (iv) the several Underwriters and their respective affiliates may be effective now or engaged in a broad range of transactions that involve interests that differ from those of the future (collectively, the “Governance Documents”) Company and the laws Selling Stockholders and that the several Underwriters have no obligation to disclose any of the state of Nevadasuch interests. The Company and each Selling Stockholder acknowledges that Director currently holds other positions the Underwriters disclaim any implied duties (“Other Employment”) including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and agrees obligations expressly set forth herein. The Company and the Selling Stockholders hereby waive and release, to the fullest extent permitted by law, any claims that Director the Company and the Selling Stockholders may maintain such positions, provided that such Other Employment shall not materially interfere have against the several Underwriters with Director’s obligations under respect to any breach or alleged breach of fiduciary duty in connection with the offering of Shares contemplated by this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. A pilot performing non-flying or supervisory duty shall retain and accrue seniority provided such pilot maintains an Airline Transport Pilot License or other licenses and/or licensing qualifications required for his status on Company operated equipment. If the supervisory pilot allows these licenses to lapse, he shall have a period not to exceed six (a6) Director agrees months from expiration in which to serve as a Director regain such licenses. If he does not regain such licenses within six (6) months, he will cease to accrue seniority from that date. His seniority accrual shall re- commence from the date his licenses are regained. Notwithstanding the above, such pilot who is unable to maintain his LicenceValidation Certificateshall accrue seniority according to the provisions of Section (LongTerm Illness or Injury A22 SUPERVISORY AND MANAGEMENT FLYING Supervisorypilots shall be bound by the terms and conditions of the Company and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of Collective Agreement unless otherwise specified herein. COMPANY RIGHTS Nothingin this Agreement shall restrict the Company's rights to transfer employees to non-flying, and any additional codessupervisory, guidelines or policies of management duties with the Company that may be effective now employee's concurrence, or in the future (collectivelyright to withdraw employees from such non-flying, the “Governance Documents”) and the laws of the state of Nevadasupervisory, or management duties. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director RETURN TO LINE FLYING A pilot returning from supervisory and/or management will be able to devote sufficient time and attention return to the Company as line to the status his seniority will allow him to hold. However, inthe case where the same or a higher position on the equipment ladder is necessary to fulfill Director’s responsibilities as a Director of available at his present base, the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment pilot shall not materially be allowed to bump into another base. REVENUE FLYING RESTRICTION It is agreed between the Association and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company that Management pilots play a key roll in any respectline flying. Supervisory and Management Pilots must accomplish such duties as Line Indoctrination, Line Checking, Assignment Evaluations, Performance Evaluations and Route Checking frequently. All payments Supervisory and other consideration made Management pilots must also maintain a professional level of currency that may or provided may not be accomplished during checking or evaluating. Duty and Flight time limitations in this agreement apply to all management pilots while engaged in revenue flying duties. Supervisory and Management pilots will have no limit on revenue or non-revenue flying conducted. The company will consult with the Director hereunder shall be made association prior to conducting any currency or provided non-checking flights with Management pilots (Supervisory Pilots excluded) that directly results in a reduction of workforce. While type and position qualified pilots are on furlough Management pilots will not conduct non-checking or non-currency duties that extend or contribute to reduced staffing levels without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithAssociation's approval.

Duties. (a) Throughout the Directorship Term (as defined herein), the Independent Director agrees shall exert reasonable commercial efforts to attend all meetings of the board of directors of the Company (the “Board”) and quarterly pre-scheduled conference calls between the Board and management of the Company (the “Management”). Furthermore, the Independent Director shall agree to serve on appropriate committees of the Board (the “Committees”) as reasonably requested and agreed upon by the Board, make himself/herself accessible to the Company at mutually agreeable times and locations, attend external meetings and presentations when notified in advance, and undertake such duties, services, and responsibilities as well as wield the authority commensurate with such position. [To the extent the Independent Director serves as member of the Audit Committee of the Board, the Independent Director represents that he/she possesses the necessary skills and experience to serve as a qualified financial expert for purposes of such position, and before the United States Securities and Exchange Commission (“SEC”).]1 1 Optional for an Independent Director who does not serve as the Chairperson of the Company and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings Audit Committee of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution The Independent Director shall diligently strive to advance the interests of this Agreementthe Company to the best of his/her ability. The Company acknowledges that, subject to any constraints imposed by any applicable laws and limitations imposed by any exchange or quotation service on which the Company’s Class A ordinary shares are listed or traded, the Independent Director: (i) may presently or in the future hold a full-time executive position with another entity, with responsibilities to such entity taking precedence; and (ii) currently serves or may serve on the boards of directors of other entities. Notwithstanding the foregoing, the Independent Director accepts Director’s appointment or election as a Director of shall furnish the Company, and agrees prior to the appointment to serve in as the Independent Director, written disclosure notice of any and all existing commitments to such capacityentities, subject to the terms review by the Board. In addition, and notwithstanding the foregoing, the Independent Director shall furnish the Company with prior written disclosure notice of any prospective commitments to such entities and shall exert reasonable commercial efforts to synchronize his/her commitments in order to fulfill his/her obligations to the Company. Furthermore, the Independent Director commits to fulfilling his/her legal duties as an Independent Director regardless of any competing commitments. Save as provided herein, the Independent Director shall not, without prior written notification to the Board, engage in any other business activity that could significantly impede the execution of his/her duties, services, and responsibilities hereunder or contravene the reasonable policies established by the Company from time to time. However, it is understood that this Agreement, until provision does not restrict the Independent Director’s successor is duly elected activities on behalf of: (i) any current employer and qualified its affiliates; or until (ii) the boards of directors of any entities on which the Independent Director serves as of the Effective Date. When the Board receives such written disclosure notification, it reserves the right to request the resignation of the Independent Director if it determines that such business activity indeed creates conflicts of interest or materially hampers the execution of the Independent Director’s earlier deathduties, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kindservices, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithresponsibilities hereunder.

Duties. (a) Director agrees 3.1 The Executive shall oversee the operation of the CCE European theatrical business, the CCE European sports business, Donington and the CCE London head office in Grosvenor Street. Theatrical business includes UK theatres plus numerous West End, touring and European 1.4 he shall devote all his time, attention and skill to serve as a Director his duties hereunder. The Executive shall at all times act in the interests of the Company and its Associated Companies and hereby agrees that (subject as hereinafter provided) all existing projects (including but not limited to all existing tours and productions) shall be available developed by him for the benefit of the Company and its Associated Companies. The Executive shall faithfully and diligently perform such duties and exercise such powers consistent therewith as may from time to time be assigned to or vested in him by the Board or the Company consistent with his appointment hereunder. The Company and the Executive hereby agree that during the Term all promotional documentation (including, but not limited to front of house displays, advertising and marketing materials) for all tours and productions shall include the wording "David Ian for SFX (Theatre) UK presents...". However, the Company reserves the right to review and amend this obligation at the Company's discretion, to include specified wording in promotional documentation on and at any time after the second anniversary of the Term. 3.2 The Company reserves the right to assign to the Executive duties of a different nature either additional to or instead of those referred to in Clause 3.1 above, PROVIDED THAT he will only be assigned duties which he can reasonably perform and which are reasonably consistent with his status hereunder and, PROVIDED ALWAYS THAT any material change to the duties will require the Executive's prior consent. 3.3 The Executive shall obey the reasonable and lawful orders of the Board, given by or with the authority of the Board, and shall comply with all the Company's rules, regulations, policies and procedures from time to time in force. 3.4 The Executive may be required in pursuance of his duties to perform services not only for the duties Company but also for any Associated Company, without further remuneration (except as otherwise agreed), and to accept any such office or position in any Associated Company which is consistent with his position with the Company, as the Board or the Company may from time to time reasonably require. 3.5 The Executive acknowledges that during the Employment the Company and/or Associated Company may be subject to a reorganisation or restructuring (including but not limited to amalgamation or reconstruction as referred to in Clause 20 below). In the event of such position reorganisation or restructuring, the Executive agrees to comply with the reasonable requests of the Board regarding such reorganisation or restructuring PROVIDED THAT his duties with regard to the day-to-day management of the business carried on by the Company and/or Associated Company immediately before such reorganisation or restructuring shall not be diminished. 3.6 The Executive's basic working hours shall be 40 hours each week (including weekends), and such additional hours (without further remuneration) as are necessary for the proper performance of his duties of employment 3.7 Where appropriate the Executive shall during the Employment and for the prohibited period after the termination of the Employment comply with all applicable rules of the New York Stock Exchange or the exchange or national market system in which Clear Channel Communications, Inc.'s ("Clear Channel") common stock (or such stock as the Clear Channel common stock may be converted into as a result of combinations of shares, recapitalisation, merger or other such events relating to the common stock of Clear Channel which may occur at any time and from time to time from and after the date of this Agreement) is then trading, and the rules and regulations of the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any Company Policy issued in relation to (i) dealings in shares debentures or other securities of Clear Channel and any Associated Companies or (ii) unpublished price sensitive information affecting the securities of any other company. The Executive shall provide all information and such additional assistance to Clear Channel, SFX Entertainment, Inc. or the Company as Clear Channel, SFX Entertainment, Inc. or the Company may reasonably request to allow it to comply fully with such rules, regulations and policies. For the purposes of this clause the "prohibited period" shall be from the date of termination of the Employment until the later of (i) the next announcement of Clear Channel's or any Associated Company's results pursuant to the Articles of Incorporation and Bylaws of Exchange Act or (ii) such time as when any price sensitive information the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status Executive has obtained during the Term (as defined below) shall Employment ceases to be that of an independent contractor and notprice sensitive information, for any purpose, that of an employee either through publication or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithotherwise.

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 with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (a) Director agrees the purchase and sale of the Shares pursuant to serve this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the several Underwriters, and the Company is capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (b) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a Director 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; (c) 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 (d) 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 be available to perform the duties consistent with disclose any of such position pursuant to the Articles of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevadainterests. The Company acknowledges that Director currently holds other positions the Underwriters disclaim any implied duties (“Other Employment”) including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and agrees that Director may maintain such positionsobligations expressly set forth herein. The Company hereby waives and releases, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall includefullest extent permitted by law, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents any claims that the Other Employment shall not materially and unreasonably interfere Company may have against the several Underwriters with Director’s obligations under this Agreement. Subject respect to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests any breach or alleged breach of Company and its shareholdersagency or fiduciary duty. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director Employee agrees to serve as a Director of the Company discharge faithfully, diligently and to be available to perform the best of his ability during the term hereof the duties consistent with such position pursuant incidental to the Articles position of Incorporation Senior Vice President and Bylaws Chief Financial Officer of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of NevadaXpedior. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and Employee agrees to serve in such capacitycapacity and perform such duties as the President and Chief Executive Officer may reasonably direct from time to time and which are consistent with Employee's position and status. Employee's duties and responsibilities will include, subject to but not be limited to, ensuring the terms integrity and timeliness of Xpedior's financial statements and reports; supervising and coordinating the development and implementation of financial procedures and controls directed at safeguarding Xpedior's assets and goodwill, optimizing cash flow and maximizing return on investment; managing the strategic direction and day-to-day operations and performance of Xpedior finance and accounting organization; ensuring the accurate and timely preparation of management reports, as well as compliance with all applicable federal, state, and local tax laws and regulations; compliance with all applicable Securities and Exchange Commission and National Market System accounting and financial reporting requirements; establishing, enhancing and promoting positive relationships and strong communications procedures with Xpedior's stockholders, lenders, parent company officials, and the investment community; development of regional, national, and global business plans and operating budgets with the President and Chief Executive Officer; assistance in the development of additional lines of business with the President and Chief Executive Officer consistent with Xpedior's business strategy; participate fully as a member of Xpedior's executive strategy committee; and participate fully as a member of Xpedior's executive team evaluating acquisition and partnership opportunities for Xpedior. Employee agrees that during the term of this Agreement, until Director’s successor is duly elected Employee will devote Employee's entire business time, skill, energy, knowledge and qualified best efforts to the business and affairs of Xpedior, and that Employee will not engage, directly or until Director’s earlier deathindirectly, resignation in any other business interest or removal. (c) Director’s status during activities, whether or not similar to that of Xpedior, except with the Term (as defined below) prior written consent of the Xpedior Board of Directors, in its sole discretion. Employee shall be that expected to commit whatever time is necessary for the normal responsibilities of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithXpedior management.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriter undertakes to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriter with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriter shall not be liable except for the performance of such duties and obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (a) Director agrees the purchase and sale of the Shares pursuant to serve this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Underwriter, and the Company is capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (b) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a Director 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; (c) the Underwriter has not assumed and will not 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 the Underwriter has advised or is currently advising the Company on other matters); and (d) the Underwriter and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the Underwriter has no obligation to be available to perform the duties consistent with disclose any of such position pursuant to the Articles of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevadainterests. The Company acknowledges that Director currently holds other positions the Underwriter disclaims any implied duties (“Other Employment”) including any fiduciary duty), covenants or obligations arising from the Underwriter’s performance of the duties and agrees that Director may maintain such positionsobligations expressly set forth herein. The Company hereby waives and releases, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall includefullest extent permitted by law, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents any claims that the Other Employment shall not materially and unreasonably interfere Company may have against the Underwriter with Director’s obligations under this Agreement. Subject respect to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests any breach or alleged breach of Company and its shareholdersagency or fiduciary duty. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees Nothing in this Agreement shall be deemed to serve create a partnership, joint venture or agency relationship between the parties. The Underwriter undertakes to perform such duties and obligations only as a Director expressly set forth herein. Such duties and obligations of the Company Underwriter with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriter shall not be liable except for the performance of such duties and obligations with respect to be available to perform the duties consistent with such position Shares as are specifically set forth in this Agreement. The Company, the Operating Partnership and the Advisor each acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the Articles determination of Incorporation the public offering price of the Shares and Bylaws any related discounts and commissions, is an arm’s-length commercial transaction between the Company, the Operating Partnership and the Advisor, on the one hand, and the Underwriter, on the other hand, and each of the Company, the Operating Partnership and any additional codesthe Advisor is capable of evaluating and understanding and understands and accepts the terms, guidelines or policies risks and conditions of the Company that may be effective now or transactions contemplated by this Agreement; (ii) in the future (collectively, the “Governance Documents”) connection with each transaction contemplated hereby and the laws of process leading to such transaction the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) Underwriter is and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities has been acting solely as a Director of principal and is not the Company. Such time and attention shall includefinancial advisor, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment agent or election as a Director fiduciary of the Company, the Operating Partnership, the Advisor or their respective affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed or will not assume an advisory, agency or fiduciary responsibility in favor of the Company, the Operating Partnership or the Advisor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company, the Operating Partnership or the Advisor on other matters); and agrees (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, the Operating Partnership or the Advisor and that the Underwriter has no obligation to serve in disclose any of such capacityinterests. Each of the Company, subject the Operating Partnership and the Advisor acknowledges that the Underwriter disclaims any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriter’s performance of the duties and obligations expressly set forth herein. Each of the Company, the Operating Partnership and the Advisor hereby waives and releases, to the terms of this Agreementfullest extent permitted by law, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be any claims that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in may have against the Underwriter with respect to any respect. All payments and other consideration made breach or provided to the Director hereunder shall be made alleged breach of agency or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithfiduciary duty.

Duties. (ai) Director agrees The CRO shall have those powers and duties as prescribed herein and as normally associated with the position of chief restructuring officer of entities comparable to serve as a Director of the Company and such other powers and duties as may be prescribed by the Board. (ii) The CRO shall lead and direct Additional Personnel, if any, together and in cooperation with the Chief Executive Officer (the “CEO”), the Chief Financial Officer (the “CFO”) and other applicable officers of the Company, in performing a financial review of the Company, including but not limited to a review and assessment of financial information, short and long-term projected cash flows and operating performance (collectively, the “Financial Review”), which Financial Review shall be available to perform the duties consistent with such position pursuant presented to the Articles Board and the Committee; it being understood that such Financial Review, once reviewed by the Board and Committee and accepted as a Company work product, shall be provided by the Company to its creditors and other parties as directed by the Board or the Committee; (iii) The CRO shall, with the assistance of Incorporation Additional Personnel, if necessary, together and Bylaws in cooperation with the CEO, the CFO and other applicable officers of the Company, identify and, if applicable, implement, of cost reduction and operations improvement opportunities; (iv) The CRO shall lead and direct, with the assistance of Additional Personnel, the CEO, the CFO, other officers of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectivelyCompany’s investment bankers and other engaged professionals, the “Governance Documents”) and development of restructuring plans or strategic alternatives intended to maximize the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director enterprise value of the Company. Such time and attention shall includeThe CRO, without limitation, participation in telephonic and/or in-person meetings with the assistance of the Board; providedCEO, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoingCFO, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director other officers of the Company, the Company’s investment bankers and agrees to serve in such capacityother engaged professionals, subject shall present his findings and recommendations regarding the appropriate restructuring path to the terms of this Agreement, until Director’s successor is duly elected Board and qualified or until Director’s earlier death, resignation or removal.the Committee; (cv) DirectorThe CRO shall serve as the Company’s status during principal contact with the Term (Company’s stakeholders with respect to the Company’s financial and operational matters; and shall act as defined below) shall be that of an independent contractor and not, contact for any purposedebtor in possession facility, pre-petition lenders, and any official statutory or ad hoc committee that may be appointed in a chapter 11 case; (vi) The CRO shall, with the assistance of Additional Personnel, if necessary, together and in cooperation with the CEO, the CFO and other applicable officers of the Company and the Company’s investment bankers and other engaged professionals and counsel, develop and prepare a chapter 11 plan of reorganization; (vii) The CRO shall, with the assistance of Additional Personnel, if necessary, together and in cooperation with the CEO, the CFO and other applicable officers of the Company, prepare schedules and statements of financial affairs and assist in the claims management process; (viii) The CRO shall, with the assistance of Additional Personnel, if any, together and in cooperation with the CEO, the CFO and other applicable officers of the Company, develop and implement cash management strategies, tactics and processes and shall work with the Company’s treasury department and other professionals and coordinate the activities of the representatives of other constituencies in the cash management process; and (ix) The CRO and the Additional Personnel shall perform such other services as may be reasonably requested or directed by the Board, the Committee and/or other authorized Company personnel; provided, however, that such services are not duplicative of an employee or agent with authority to bind work others are performing for the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithCompany.

Duties. (a) Director agrees to Beginning no later than June 15, 2009, and at all times thereafter during his employment, Executive shall serve as a Director the Company’s Executive Vice President of Administration and Corporate Development. As the Company’s Executive Vice President of Administration and Corporate Development, Executive shall report to the Chief Executive Officer and shall direct and manage the affairs of the Company with such duties, functions and responsibilities (including the right to hire and dismiss employees (subject to approval of the 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 be available 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 perform the duties consistent 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 position pursuant 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 Articles Company’s other policies. The principal place of Incorporation 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 regularly required to travel on behalf of the Company. Executive will follow and Bylaws comply with the policies and procedures of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, including without limitation, participation in telephonic and/or inpolicies relating to business ethics, code of conduct, conflict of interest, non-person meetings discrimination, confidentiality and protection of trade secrets, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Executive hereby represents and confirms that neither (i) Executive’s entering into this Agreement nor (ii) Executive’s performance of Executive’s duties and obligations hereunder will violate or conflict with any other agreement (oral or written) to which Executive is a party or by which Executive is bound. Without commenting on whether a breach of any other section of this Agreement is material, the Board; provided, parties agree that Director is given reasonable advance notice a breach of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment this Section 2 shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution be a material breach of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director a. During the term of the Initial Agreement and this Agreement, GMS agrees to serve as a Director director of the Company and as a director in the capacity of Non-Executive Chairman of the Board of Directors of RBS Global, Inc., and the Board of Directors of Rexnord Holdings, Inc. (the “Boards”), a Delaware corporation (“Parent”). b. GMS and Cypress acknowledge and agree that GMS and Cypress have a duty to be available act in the best interests of Rexnord. GMS and Cypress acknowledge and agree not to perform knowingly commit any act that would injure the duties consistent with such position pursuant business, interests or reputation of Rexnord or, to the Articles best of Incorporation GMS’ and Bylaws Cypress’ knowledge, any of the Company, and any additional codes, guidelines Rexnord’s subsidiaries or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholdersaffiliates. (b) By execution c. During the term of this Agreement, Director accepts Director’s appointment or election as a Director GMS shall (i) devote at least two days on average per month advising Rexnord with respect to management strategy; and (ii) attend at least four meetings of each Board per year. d. The parties agree and acknowledge that the obligations set forth under Section 2(d) of the CompanyInitial Agreement have been fulfilled by each of the parties, and agrees to serve in such capacity, subject to that neither (i) the terms of the transactions referenced therein, including the terms of any shares of capital stock or options to purchase capital stock of Parent; nor (ii) the terms of that certain Stockholders’ Agreement, dated as of July 21, 2006, by and among Parent, Rexnord Acquisition Holdings I, LLC, a Delaware limited liability company, Rexnord Acquisition Holdings II, LLC, a Delaware limited liability company, Cypress Industrial and GMS (as the same may be amended or restated, the “Cypress Stockholders’ Agreement); nor (iii) the terms of any Stock Option Agreement between the Parent and Cypress, Cypress Industrial, GMS or any of their respective affiliates (each, an “Option Agreement”), shall be effected by the entering into of this Agreement. In particular, until Director’s successor is duly elected and qualified or until Director’s earlier deathwithout limiting the generality of the foregoing, resignation or removal. (c) Director’s status during the Term entering into of this Agreement and the modifications it effects to the Initial Agreement shall not be deemed a “termination of the Consulting Agreement” (as that term is defined belowin the Cypress Stockholders’ Agreement or any Option Agreement) shall be for purposes of Section 4 or Section 6 of the Cypress Stockholders’ Agreement or Section 3 or Section 4 of the currently existing Options Agreement(s). The Parties further acknowledge and agree that provisions of an independent contractor this Section 2(d) represent additional consideration for the continued rights and not, obligations of the Parties hereunder and for any purpose, that the entering into of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewiththis 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 with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (ai) Director agrees the purchase and sale of the Shares pursuant to serve as a Director this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the several Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to be available to perform such transaction each Underwriter is and has been acting solely as a principal and is not the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws financial advisor, agent or fiduciary of the Company, the Operating Partnership or the Manager and their respective affiliates, stockholders, creditors or employees or any additional codesother party; (iii) no Underwriter has assumed or will assume an advisory, guidelines agency or policies of the Company that may be effective now or fiduciary responsibility in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director favor of the Company, the Operating 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, the Operating Partnership or the Manager on other matters); and agrees (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, the Operating Partnership or the Manager and that the several Underwriters have no obligation to serve in disclose any of such capacityinterests. The Company, subject the Operating Partnership and the Manager 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, the Operating Partnership and the Manager hereby waives and releases, to the terms fullest extent permitted by law, any claims that the Company, the Operating Partnership or the Manager may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty in connection with the offering of the Shares pursuant to this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. 3.1 The Executive shall be employed as the Chief Financial Officer of United Business Media plc reporting to the Chief Executive and the Executive will perform all acts, duties and obligations and comply with such orders as may be designated by the Company which are reasonably consistent with that position. 3.2 The Company may require the Executive to undertake the duties of another position, either in addition to or instead of the above duties, it being understood that the Executive will not be required to perform duties which are not reasonably within his capabilities. 3.3 The Executive may be required in pursuance of his duties to perform services for any Associated Company without further remuneration, including the acceptance of any office or position in any Associated Company. The Company may at its sole discretion assign the Executive’s employment to any Associated Company on the same terms and conditions as set out in this Agreement, provided the Executive’s position is of a similar standing and the duties are reasonably consistent with his current position. 3.4 The Executive shall obey the reasonable and lawful orders of the Board given by or with the authority of the Board and with all the Company’s rules, regulations and policies from time to time in force. 3.5 The Executive shall during his employment and for the prohibited period after the termination of his employment, comply with all applicable rules of any recognised investment exchange regulations, including the “Model Code for Securities Transactions by Directors of Listed Companies” issued by the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited (a“the Stock Exchange”), and any Company policy (including the Company’s Share Dealing Rules) Director agrees issued in relation to serve as a Director (i) dealings in shares debentures or other securities of the Company and to any Associated Companies or (ii) unpublished price sensitive information affecting the securities of any other company. For the purposes of this clause the “prohibited period” shall be available to perform from the duties consistent with such position pursuant to date of termination of the Articles Executive’s employment until the later of Incorporation and Bylaws (i) the next announcement of the Company, and ’s or any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with DirectorAssociated Company’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention results to the Company Stock Exchange, or (ii) such time as is necessary when any price sensitive information the Executive has obtained during his employment ceases to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall includebe price sensitive information, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholderseither through publication or otherwise. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees Employee’s principal duties, authority and responsibilities shall be to serve as a Director of the Company manage Matador’s relationships and to be available to perform the duties consistent communications with such position pursuant to the Articles of Incorporation brokers, investment bankers, underwriters and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or others in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacityfinancial community, subject to the terms supervision of this Agreementthe Chairman of the Board and Chief Executive Officer of Matador, until Directorand such other duties consistent with his position that are reasonably assigned to Employee from time to time by the Board or the foregoing supervisor. Employee agrees to perform such services and duties and hold such offices as may be reasonably assigned to him from time to time by the Board or the foregoing supervisor, consistent with his position, and to devote his reasonable commercial efforts to the performance thereof. It is understood that Employee has and will continue to have other outside business endeavors, which endeavors shall not violate Employee’s successor is duly elected duties and qualified responsibilities hereunder, provided that Employee discloses such endeavors, in advance, to Matador, and Matador determines, in its reasonable discretion, that such endeavors will not conflict with Employee’s duties and responsibilities hereunder or until Directorcreate an actual or potential conflict of interest. Employee agrees not to engage in any such endeavors that are not approved by Matador, such approval not to be unreasonably withheld or delayed, pursuant to its Code of Ethics. Consistent with the foregoing, (a) Employee may represent, perform services for, or be employed by such additional persons or companies as Employee may desire, to the extent Matador determines that doing so will not conflict with Employee’s earlier deathduties and responsibilities hereunder or create an actual or potential conflict of interest, resignation as set forth above, (b) Employee may represent, perform services for, or removal. serve as a managing member of Cleveland Capital Management, LLC (the “Firm”) and its affiliates generally consistent with the services previously provided by him to the Firm and its affiliates, to the extent previously disclosed to Matador, and (c) DirectorEmployee may own directly or indirectly up to 5% of a publicly held company, or limited partnership interests or other passive investment interests in private companies, subject to Matador’s status during the Term prior written consent if any such company is involved in any Competing Business (as defined below) shall be that of an independent contractor and not); provided, for any purposehowever, that Employee may, in addition, own more than 5% of an employee or agent the Firm and its affiliates. Employee shall provide notice to Matador in advance of each calendar month with authority respect to bind Employee’s outside business commitments during such month, which schedule shall accommodate Matador’s reasonable requests. Employee represents and warrants that the Company in any respect. All payments Firm and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kindits affiliates have been advised of, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithhas consented to, Employee’s services to Matador as contemplated by this Agreement.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. FBR undertakes to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of FBR with respect to the Securities shall be determined solely by the express provisions of this Agreement, and FBR shall not be liable except for the performance of such duties and obligations with respect to the Securities as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (ai) Director agrees the purchase and sale of the Securities pursuant to serve this Agreement, including the determination of the offering price of the Securities and the Initial Purchaser Discount and the Placement Fee, is an arm’s-length commercial transaction between the Company, on the one hand, and FBR, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction FBR is and has been acting solely as a Director principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party; (iii) FBR has not assumed and will not 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 FBR has advised or is currently advising the Company on other matters); and (iv) FBR and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that FBR has no obligation to be available to perform the duties consistent with disclose any of such position pursuant to the Articles of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevadainterests. The Company acknowledges that Director currently holds other positions FBR disclaims any implied duties (“Other Employment”) including any fiduciary duty), covenants or obligations arising from its performance of the duties and agrees that Director may maintain such positionsobligations expressly set forth herein. The Company hereby waives and releases, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall includefullest extent permitted by law, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents any claims that the Other Employment shall not materially and unreasonably interfere Company may have against FBR with Director’s obligations under this Agreement. Subject respect to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests any breach or alleged breach of Company and its shareholdersagency or fiduciary duty. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. During the Term, Executive shall perform services in a capacity and in a manner consistent with Executive’s position for the Company. Executive shall have the title of Executive Chairman of the Board and shall have such duties, authorities and responsibilities set forth on Exhibit A. Executive shall report directly to the Board. Executive shall devote such portion of Executive’s business time and attention (excepting vacation time, holidays, sick days and periods of disability) as shall be necessary and appropriate for the fulfillment of her duties hereunder; provided, however, that this Section 2 shall not be interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of a passive nature), or (ii) engaging in charitable or civic activities, or (iii) participating on boards of directors or similar bodies of non-profit organizations and the board of directors of the companies on which Executive serves on the date hereof (the “Continuing Board Service”), so long as (A) such activities do not (a) Director agrees interfere with the performance of Executive’s duties and responsibilities hereunder, (b) create a fiduciary conflict, or (c) with respect to serve (ii) and (iii) only, detrimentally affect the Company’s reputation as a Director of reasonably determined by the Company and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of the Companyin good faith, and any additional codes(B) Executive complies with the Code of Business Conduct and Ethics, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevadaas amended from time to time. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment the Continuing Board Service shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able deemed to devote sufficient time and attention to violate the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution provisions of this Agreement, Director accepts Director’s appointment or election as a Director including without limitation the provisions of Section 8 hereof. Executive may serve on the Company, and agrees to serve in such capacityboard of directors of one additional public company, subject to the terms advance written approval of this Agreementthe Board, until Director’s successor such approval not to be unreasonably withheld. If requested, and to the extent consistent with the duties enumerated in Exhibit A, Executive shall also serve as an executive officer and/or member of the board of directors of any entity that directly, or indirectly through one or more intermediaries, controls or is duly elected and qualified controlled by, or until Director’s earlier deathis under common control with, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect(an “Affiliate”) without additional compensation. All payments and other consideration made or provided During the Term, the Company shall cause the Executive to be nominated for election as Executive Chairman of the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithBoard.

Duties. (a) Director agrees to serve as a an independent Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles Certificate of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of NevadaDelaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith best efforts to promote the interests of Company and its shareholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt 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 Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) [In addition to Director’s service on the Board, Director agrees that, if so selected by the Board, Director shall serve on the [Compensation Committee, Audit Committee/Nomination Committee] of the Board]. (d) By execution of this Agreement, Director accepts Director’s appointment or election as a an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (ce) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees to serve as a Director of Through and including the Company and to be available to Termination Date, Black shall perform the duties such duties, consistent with such position pursuant those of his office, as may be reasonably requested from time to time by the Board of Directors. Among other duties and as so requested by the Board of Directors, Black's primary focus and efforts shall be (i) to act as spokesperson for ▇▇▇▇▇▇ in connection with, meet with, and otherwise assist ▇▇▇▇▇▇ in its dealings with, the investment community, market research industry organizations, and potential strategic partners, (ii) to assist ▇▇▇▇▇▇ with its relationships with major clients and potential clients, (iii) to assist ▇▇▇▇▇▇ in achieving conversion of existing clients from traditional to internet research methodologies, and (iv) to assist ▇▇▇▇▇▇ with continued development and implementation of its research capabilities and methodologies as well as other strategic matters. In connection therewith, Black shall cooperate and coordinate with the executive officers of ▇▇▇▇▇▇ including without limitation the President and Chief Operating Officer and the Group Presidents. Black shall report only to the Articles Board of Incorporation and Bylaws of the Company, and any additional codes, guidelines Directors (or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevadaa duly authorized committee thereof). The Company Black acknowledges that Director currently holds other positions (“Other Employment”) the Board of Directors reserves the right in its sole discretion to modify Black's title to any one or more of Chief Executive Officer, Chairman, Executive Chairman, or Chairman Emeritus, with a corresponding adjustment of his duties and agrees that Director may maintain such positionsefforts consistent with his changed office, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment it shall not materially be deemed a violation of this Agreement if, in connection with or after a Change in Control, the Board of Directors (or its successor following a Change in Control) modifies (or subject to Section 7(b), eliminates) Black's title, duties, or efforts so long as after any such modification any ongoing title or office is consistent with the status of a Chairman Emeritus and unreasonably interfere his duties and efforts, if any, are consistent with Director’s obligations under this Agreementhis changed title and office. Subject at all times to the forgoingauthority and direction of the Board of Directors, Director will use Director’s reasonable good faith efforts Black shall have such authority as is reasonably necessary to promote the interests of Company and its shareholderscarry out his duties hereunder. (b) By execution Until the Termination Date, Black shall assist the Board of this Agreement, Director accepts Director’s appointment or election as Directors in developing and implementing a Director of the Company, senior management succession plan and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removalother transition issues. (c) Director’s status during Until the Term Termination Date, Black agrees to devote the time and effort reasonably necessary to perform his duties. Black's principal office shall remain in the Rochester, New York metropolitan area, although the parties acknowledge that Black will be expected to undertake a reasonable amount of travel in furtherance of the duties described in Section 3(a). (as defined belowd) shall be that Until and following the Termination Date, Black will act and communicate in a manner consistent with maintenance of an independent contractor the good will and not, for any purpose, that positive internal and public perception of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith▇▇▇▇▇▇.

Duties. (a) Director The Executive agrees to serve as a Director Senior Executive Vice President of the Company during the Term. In such capacity, the Executive shall have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Chief Executive Officer which are consistent with the Executive’s position(s). The Executive agrees to devote substantially all his business time, attention and services to the business and affairs of the Company and to be available its subsidiaries and to perform the his duties consistent with such position pursuant to the Articles best of Incorporation and Bylaws his ability. At all times during the performance of this Agreement, the Company, and any additional codes, guidelines or policies Executive will adhere to the Code of Conduct of the Company that may be effective now or in the future (collectively, the “Governance DocumentsCode of Conduct”) that has been or may hereafter be established and communicated by the laws Company to the Executive for the conduct of the state of Nevadaposition or positions held by the Executive. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director Executive may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to accept directorships on the Company as is necessary to fulfill Director’s responsibilities as a Director board of directors of for-profit corporations without the prior written consent of the Chief Executive Officer of the Company. Such time and attention shall includeThe Executive may accept directorships on the board of directors of not-for-profit corporations without the Chief Executive Officer’s prior, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of written consent so long as (a) such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall directorships do not materially and unreasonably interfere with DirectorExecutive’s obligations ability to carry out his responsibilities under this Agreement. Subject to , and (b) Executive promptly notifies the forgoing, Director will use Director’s reasonable good faith efforts to promote Chief Executive Officer in writing of the interests of Company and its shareholdersfact that he has accepted such a non-profit directorship. (b) By execution of If the Company or the Executive elects not to renew the Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement, Director accepts Director’s appointment or election as a Director Agreement until the expiration of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the Chief Executive Officer and shall perform such duties not inconsistent with the provisions hereof as defined below) he shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind assigned by the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithChief Executive Officer.

Duties. (a) Director agrees 3.1 The Executive shall oversee the operation of the CCE European theatrical business, the CCE European sports business, Donington and the CCE London head office in Grosvenor Street. Theatrical business includes UK theatres plus numerous West End, touring and European productions and also be responsible for all theatrical business throughout the rest of the world, excluding North America in which capacity subject to serve as a Director Clause 4.1.4 he shall devote all his time, attention and skill to his duties hereunder. The Executive shall at all times act in the interests of the Company and its Associated Companies and hereby agrees that (subject as hereinafter provided) all existing projects (including but not limited to all existing tours and productions) shall be available developed by him for the benefit of the Company and its Associated Companies. The Executive shall faithfully and diligently perform such duties and exercise such powers consistent therewith as may from time to time be assigned to or vested in him by the Board or the Company consistent with his appointment hereunder. The Company and the Executive hereby agree that during the Term all promotional documentation (including, but not limited to front of house displays, advertising and marketing materials) for all tours and productions shall include the wording “David Ian for SFX (Theatre) UK presents...”. However, the Company reserves the right to review and amend this obligation at the Company’s discretion, to include specified wording in promotional documentation on and at any time after the second anniversary of the Term. 3.2 The Company reserves the right to assign to the Executive duties of a different nature either additional to or instead of those referred to in Clause 3.1 above, PROVIDED THAT he will only be assigned duties which he can reasonably perform and which are reasonably consistent with his status hereunder and, PROVIDED ALWAYS THAT any material change to the duties will require the Executive’s prior consent. 3.3 The Executive shall obey the reasonable and lawful orders of the Board, given by or with the authority of the Board, and shall comply with all the Company’s rules, regulations, policies and procedures from time to time in force. 3.4 The Executive may be required in pursuance of his duties to perform services not only for the duties Company but also for any Associated Company, without further remuneration (except as otherwise agreed), and to accept any such office or position in any Associated Company which is consistent with such his position pursuant to the Articles of Incorporation and Bylaws of with the Company, and any additional codesas the Board or the Company may from time to time reasonably require. 3.5 The Executive acknowledges that during the Employment the Company and/or Associated Company may be subject to a reorganisation or restructuring (including but not limited to amalgamation or reconstruction as referred to in Clause 20 below). In the event of such reorganisation or restructuring, guidelines or policies the Executive agrees to comply with the reasonable requests of the Board regarding such reorganisation or restructuring PROVIDED THAT his duties with regard to the day-to-day management of the business carried on by the Company that and/or Associated Company immediately before such reorganisation or restructuring shall not be diminished. 3.6 The Executive’s basic working hours shall be 40 hours each week (including weekends), and such additional hours (without further remuneration) as are necessary for the proper performance of his duties of employment 3.7 Where appropriate the Executive shall during the Employment and for the prohibited period after the termination of the Employment comply with all applicable rules of the New York Stock Exchange or the exchange or national market system in which Clear Channel Communications, Inc.’s (“Clear Channel”) common stock (or such stock as the Clear Channel common stock may be effective now converted into as a result of combinations of shares, recapitalisation, merger or in other such events relating to the future common stock of Clear Channel which may occur at any time and from time to time from and after the date of this Agreement) is then trading, and the rules and regulations of the Securities Act of 1933, as amended (collectively, the “Governance DocumentsSecurities Act”) and the laws Securities Exchange Act of 1934, as amended (the state “Exchange Act”), and any Company Policy issued in relation to (i) dealings in shares debentures or other securities of NevadaClear Channel and any Associated Companies or (ii) unpublished price sensitive information affecting the securities of any other company. The Company acknowledges that Director currently holds other positions (“Other Employment”) Executive shall provide all information and agrees that Director may maintain such positionsadditional assistance to Clear Channel, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to SFX Entertainment, Inc. or the Company as is necessary Clear Channel, SFX Entertainment, Inc. or the Company may reasonably request to fulfill Director’s responsibilities as a Director allow it to comply fully with such rules, regulations and policies. For the purposes of this clause the “prohibited period” shall be from the date of termination of the Employment until the later of (i) the next announcement of Clear Channel’s or any Associated Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject results pursuant to the forgoing, Director will use Director’s reasonable good faith efforts to promote Exchange Act or (ii) such time as when any price sensitive information the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status Executive has obtained during the Term (as defined below) shall Employment ceases to be that of an independent contractor and notprice sensitive information, for any purpose, that of an employee either through publication or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithotherwise.

Duties. Director shall (ai) Director agrees to serve as a Director an independent director of the Company and to be reasonably available to perform the duties consistent with such position pursuant to the Articles Amended and Restated Certificate of Incorporation of the Company, dated June 11, 2020, and the Amended and Restated Bylaws of the Company, as adopted June 22, 2018 and any additional codeseffective as of July 2, guidelines or policies of the Company that 2018, as may be effective now or further amended from time to time in the future accordance with applicable law (collectivelytogether, the “Governance Organizational Documents”) and the laws of the state of NevadaDelaware; and (ii) serve as a member of any committee of the Company’s board of directors, if applicable, with the specific scope of duties described in any board-approved documentation establishing such committee (the “Services”). Such Services for the Company shall include, without limitation, participation in telephonic and/or in-person meetings of the Company’s board of directors and such other duties reasonably consistent with acting as a director of a company. Without limiting the generality of the foregoing, Contractor confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations). By execution of this Agreement, ▇▇▇▇▇▇▇ agrees to use commercially reasonable efforts to have the Director appointed as a member of the Company’s board of directors as soon as practicable after the date hereof, and Contractor and Director agree to accept Director’s appointment or election as independent Director of the Company, subject to the Company obtaining insurance coverage in accordance with the terms of this Agreement. The Company acknowledges that Director currently holds similar positions with other companies and provides a variety of services to other companies and the Company agrees that Director may maintain such positions and any future positions (“Other Employment”) and agrees that Director may maintain such positions), provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director he will be able to devote sufficient time and attention to the Company as is reasonably necessary to fulfill Director’s his responsibilities as a Director director of the Company. Such time Company and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall will not materially and unreasonably interfere with in any way impact Director’s obligations under this Agreementindependence. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.Exhibit 10.2

Duties. (a) Director agrees to serve as a an independent Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles articles of Incorporation incorporation and Bylaws bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of NevadaJapan. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith best efforts to promote the interests of Company and its shareholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under Japanese law with respect to directors of Japanese corporations and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt 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 Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) In addition to Director’s service on the Board, Director agrees that, if so selected by the Board, Director shall serve on the Compensation Committee, Audit Committee and Nominating Committee of the Board. (d) By execution of this Agreement, Director accepts Director’s appointment or election as a an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (ce) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kindkind except Japanese withholding income tax, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees 1.1 During the term of this Agreement, Employee shall be employed by C3D as Senior Vice President of Business Development and as an officer of C3D and shall report to serve as a Director the President/Chief Executive Officer of the Company C3D. As such, Employee shall have duties and to be available to perform the duties consistent responsibilities commensurate with such position pursuant to the Articles of Incorporation and Bylaws of the Companyposition, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall includeincluding, without limitation, participation the duties and responsibilities set forth in telephonic and/or in-person meetings Exhibit A to this Agreement and such other duties and responsibilities commensurate with such position as may from time to time be assigned to or vested in Employee by C3D's Board of Directors, or by the Chairman of the Board; providedBoard of Directors, that or by the Director is given reasonable advance notice of such meetings Business Development or by the President/Chief Executive Officer of C3D, all upon the terms and they are scheduled at times when Director is available. Director also represents that subject to the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreementconditions set forth herein. Subject to the forgoingprovisions of Article 5.13, Director will use Director’s reasonable good faith efforts Employee acknowledges and agrees that Employee may be required, without additional compensation, to promote perform services for any business entity controlling, controlled by, or under common control with C3D by virtue of direct or indirect beneficial ownership of voting securities of or voting interest in the interests controlled entity (such business entities hereinafter individually and collectively, "Affiliates") and to accept such office or position with any Affiliate as C3D may reasonably require, including, but not limited to, service as an officer or director of Company C3D or any Affiliate, provided that the nature of such duties is not inconsistent with Employee's position hereunder. Employee shall comply with all applicable written policies of C3D and its shareholdersAffiliates. Notwithstanding the foregoing, nothing contained herein shall preclude Employee from receiving securities in, or from participating in any option plans of, any Affiliates. (b) By execution 1.2 During the term of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and C3D agrees to serve provide all reasonable assistance and support to Employee in such capacityfurtherance of Employee's goals detailed in Exhibit A to this Agreement. Employee specifically recognizes that C3D is a development stage company and operates under significant financial constraints. It shall not be a failure by C3D to provide the requisite support to Employee, subject to if monetary constraints dictate otherwise. 1.3 During the terms term of this Agreement, until Director’s successor is Employee shall, except during periods of vacation, sick leave, or other duly elected authorized leave of absence, devote the whole of Employee's time, attention, skill, and qualified or until Director’s earlier death, resignation or removalability during usual business hours (and outside those hours on a reasonable basis and when reasonably necessary to Employee's duties hereunder) to the faithful and diligent performance of his duties and responsibilities. 1.4 During the term of this Agreement, it shall not be a violation of this Agreement for Employee to serve as an officer or director of a cooperative apartment, or civic or charitable organization or committee (cincluding, without limitation, service on a church finance committee), to perform speaking engagements, or to manage personal passive investments, so long as such activities (individually or collectively) Director’s status during do not conflict or materially interfere with the Term (as defined below) performance of Employee's duties hereunder. 1.5 Employee's services shall be that of an independent contractor regularly performed primarily from Employee's office in Dallas, Texas and not, for any purpose, that of an employee or agent with authority at such locations and subject to bind the Company in any respect. All payments and other consideration made or provided such travel requirements as reasonably necessary to the Director hereunder shall be made or provided without withholding or deduction performance of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithEmployee's duties herein.

Duties. (a) Director agrees 1. The SUPERINTENDENT is hereby employed to serve as a Director of the Company SUPERINTENDENT and to be available agrees to perform the services, duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of the Companyobligations required by this Employment Contract, applicable state and federal laws and regulations, and any additional codesthe directives, guidelines or rules, regulations and policies of the Company BOARD. 2. The SUPERINTENDENT shall be the chief executive officer of the San Diego Unified School District, hereinafter referred to as "DISTRICT," and shall have all of the powers and rights necessary to carry out that may be effective now or in role. Although the future (collectivelyBOARD retains ultimate power and authority over decisions affecting the DISTRICT, the “Governance Documents”) BOARD shall not unreasonably interfere with the day-to-day decision- making processes of the SUPERINTENDENT, but the BOARD retains the right to question, approve, or disapprove in its discretion as it deems appropriate the recommendations that the SUPERINTENDENT makes. 3. The SUPERINTENDENT shall perform the duties and exercise the powers prescribed for a superintendent by Section 35035 of the California Education Code. The SUPERINTENDENT shall have the authority to accept resignations of personnel, for and on behalf of the BOARD, and designate subordinate personnel to do the same; fill vacant positions with the understanding that all personnel are subject to the approval of the BOARD as reflected in Board Resolutions; assign and direct employees of the DISTRICT; and organize, reorganize and arrange central office, administrative and supervisory staff, as she believes best serves the DISTRICT. 4. The SUPERINTENDENT shall give her exclusive professional services to the DISTRICT during the period of this Employment Contract, except as otherwise provided in this document, and she shall attend all regular and special meetings of the BOARD, including closed session where no conflict of interest exists, unless otherwise excused by the BOARD. She shall faithfully and diligently perform the duties and responsibilities regularly performed by superintendents of school districts in this state, including active participation in community and civic organizations, and those required by the laws of the state of Nevadastate. For her services to the DISTRICT she shall accept as full payment the compensation provided in this Employment Contract. 5. The Company acknowledges SUPERINTENDENT shall not accept any outside consulting or employment during the first year of this Contract without BOARD approval. Subsequent to the first year of this Contract, the SUPERINTENDENT shall not accept any outside employment that Director currently holds in any manner interferes with the performance of her duties and responsibilities as SUPERINTENDENT. The BOARD recognizes, however, that certain outside employment may have a beneficial impact on the SUPERINTENDENT's professional growth and may not interfere with the SUPERINTENDENT's performance of her duties and responsibilities. Thus, the BOARD grants to the Superintendent, subject to prior approval by the BOARD as to time commitment, the opportunity to teach or serve as an adjunct professor or in some other positions capacity at the college or university level on a part-time basis in San Diego County. In addition, the SUPERINTENDENT may accept appointments to foundations, boards or commissions, as long as such appointments do not provide compensation to the SUPERINTENDENT (“Other Employment”other than expense reimbursement) without BOARD approval, and private consulting or speaking engagements that do not interfere with the Superintendent's performance of her duties under this agreement. The SUPERINTENDENT will take vacation or other leave time as defined by BOARD policy while performing any private consulting during normal weekday work hours. In no event will the BOARD be required to reimburse any expenses incurred by the SUPERINTENDENT in the performance of outside compensated employment. The SUPERINTENDENT further understands and agrees that Director any outside employment which may maintain such positionsbe allowed by this Contract must be at all times subservient to her duties as SUPERINTENDENT, provided that such Other Employment and must be performed on vacation or leave days which have been authorized or approved by the President. 6. The SUPERINTENDENT ▇▇▇, during the Term of this Agreement and in the course of performing the professional services set forth in this Agreement, create original works of authorship or otherwise conceive or develop intellectual property (collectively, “Intellectual Property”). Such Intellectual Property shall not materially interfere with Directorbe deemed a work made for hire and shall be the sole property of the SUPERINTENDENT without regard to whether the Intellectual Property was created or developed during the SUPERINTENDENT’s obligations normal working hours or whether the Intellectual Property was created or developed using DISTRICT resources. SUPERINTENDENT hereby grants to the DISTRICT a non-exclusive, royalty-free license to use any such Intellectual Property to the extent such use is necessary to conduct the ordinary business of the DISTRICT or the BOARD or is otherwise a Fair Use under this Agreementfederal law. 7. Director confirms that Director expects Director will be able In order to devote sufficient time improve communications, improve staff morale and community support, and to expedite the problem solving process, the BOARD, individually and collectively, shall promptly refer all material criticisms, complaints, and suggestions called to its attention to the Company Superintendent for study and resolution or suggestion. 8. This is an Agreement for the performance of professional services as is necessary superintendent by the SUPERINTENDENT who shall not be assigned to fulfill Director’s responsibilities any other position, except in cases of disability (as a Director described in this Contract). 9. The SUPERINTENDENT shall render services in accordance with the school DISTRICT's standard work year of 248 work days per year, and she shall be entitled to the same holidays as are other non- represented managers of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholdersDISTRICT. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees Subject to serve as a Director of the terms and conditions hereinafter provided, the Company engages Consultant to provide consulting services related to government and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation regulatory matters and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positionsstrategies, provided that such Other Employment Consultant shall not materially interfere with Director’s obligations under be asked to engage in any activity which would require Consultant to register as a lobbyist or otherwise be subject to the Lobbyist Disclosure Act of 1995. During the term of this Agreement. Director confirms that Director expects Director will be able , Consultant shall report to devote sufficient time and attention to either the Company as is necessary to fulfill Director’s responsibilities as a Director Executive Chairman or the Chief Executive Officer of the Company. Such If agreed upon between the Company and Consultant, Consultant will perform such additional or different duties and services appropriate to Consultant’s abilities. Consultant shall at all times comply with, and be subject to, such reasonable policies, procedures, rules and regulations as the Company may establish from time and attention shall includeto time, without limitationprovided that Consultant will only be required to comply with, participation in telephonic and/or in-person meetings of the Board; providedor be subject to, that Director is given reasonable advance notice those of such meetings policies, procedures, rules and they regulations as are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject provided to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholdershim. (b) By execution of this AgreementDuring the Consulting Period, Director accepts Director’s appointment or election as a Director Consultant shall use his best efforts to preserve and promote the name, reputation and business of the Company. Consultant agrees that at all times during and after the Consulting Period he shall take no action which would adversely affect the name, and agrees to serve in such capacity, subject to reputation or business of the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removalCompany. (c) DirectorThe Company agrees to fully indemnify, defend and hold Consultant harmless with respect to any claim, lawsuit or cause of action brought against Consultant relating to Consultant’s status during provision of the Term consulting services hereunder; provided, however, that Consultant will be fully responsible for any claim, lawsuit or cause of action asserting that actions taken by him were impermissible (such as defined below) shall be an allegation that he should have registered as a lobbyist), or violated laws or restrictions to which he was subject by reason of his prior government service or otherwise (any such claim, lawsuit or cause of action being an “Excluded Claim”), unless the Company’s Board of Directors decides, at the time of the assertion of an independent contractor Excluded Claim, to indemnify, defend and not, for any purpose, that of an employee or agent hold Consultant harmless with authority respect to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithsuch Excluded Claim.

Duties. (In return for the compensation stated herein, below, ▇▇. ▇▇▇▇ shall be retained as Medical Director and perform, and be responsible for, the following duties: a) Director agrees to serve as a Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of Where required by the Company, and any additional necessary for the maximum utilization of applicable CPT and ICD-9 codes, guidelines sign out all cases (“Reports”) within twenty-four (24) hours of completion and presentation to ▇▇. ▇▇▇▇, where deemed necessary to either have such Reports signed by a licensed medical doctor or policies of for maximum reimbursement; b) If the Company that may be effective now or in Company’s case volume increases to a point where it exceeds the future (collectivelyagreed upon hours stated below, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Medical Director will be able to devote sufficient time and attention to the Company as insure that appropriate coverage is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of afforded the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removalplace. (i. Should the foregoing occur, the parties shall re-visit the issue of remuneration to arrive at reasonable compensation for the additional responsibilities hereunder. c) Director’s status during the Term (as defined below) All sign outs done at CGI by Medical Director shall be done in CGI’s name, and on its behalf, whether a professional or technical component; d) Oversee, and supervise the Company’s Lab in ensuring that of an independent contractor the Lab is and notremains CLIA, for any purposeNew York State, that of an employee or agent with authority to bind and CAP compliant; e) Oversee, and supervise the Company’s laboratory directors assisting the Company in any respect. All payments to maintain standard operating procedure (“SOP”) manuals for both CAP and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kindCLIA, and the Director States of New York and New Jersey, and if required by Maryland, Florida and California; f) Be available for conferences, meetings, and consultations on a reasonable, but “as needed” basis and physically available for any inspections by CLIA, New York State, CAP, etc.; g) Medical Director, or her designee shall assume sole responsibility for discharging be required to spend fifteen (15) hours weekly, and to “sign-off” timely on all tax Reports either remotely, through use of a Company computer, and/or pathology website, or other obligations associated therewithwhile physically on premises; h) Conduct two (2), twice-yearly Lab meetings to review SOP’s and Lab procedures with the Lab staff. It is expected that Medical Director, or her designee, will not be required to expend more than fifteen (15) hours, total, each week in the performance of the required duties hereunder.

Duties. (a) Director The Employee will be employed as Chief Medical Officer, reporting to the President and Chief Executive Officer of the Company. During the Employee’s employment, the Employee agrees to serve and perform such duties consistent with being a Chief Medical Officer at such times and in such manner as a Director the Company or the Board of Directors of the Company (the “Board”) may reasonably from time to time direct. At the Company’s discretion, the Employee may be given additional duties or different duties, and this Agreement shall apply as well to any such duties assumed by Employee. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of time by the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of During the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term Employment Period (as defined below) shall be that ), the Employee agrees to faithfully perform the duties assigned to him to the best of an independent contractor his ability and notto devote full and undivided time to the transaction of the Company’s business; provided, for any purposehowever, that of an employee or agent with authority to bind during the Employment Period the Employee may provide consulting services for the entities listed on Annex A hereto and any other entity approved in writing in advance by the Company (“Approved Consulting Services”) such that the Employee devotes an aggregate of not more than one day per week to all Approved Consulting Services. The Employee acknowledges and agrees that the Company may disclose, in any respecta press release or otherwise, that the Employee is providing consulting and advisory services to Agile Therapeutics, Inc. c) The Employee shall spend at least 50% of his business time at the Company’s principal place of business, currently located at O▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, or at such other location as the Company may reasonably request in order for the Employee to perform his duties hereunder. All payments Notwithstanding the preceding sentence, the Company acknowledges and other consideration made or provided agrees that the Employee shall not be required to relocate his primary residence to the Director hereunder greater Cincinnati area. The Employee shall be made or provided without withholding or deduction provide the Company notice of any kindhis travel schedule with as much advance notice as is reasonably practicable. After receiving such notice, and the Director Company shall assume sole responsibility for discharging all tax or other obligations associated therewithcoordinate making appropriate travel arrangements.

Duties. (a) Director agrees to serve as a an independent Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles Certificate of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of NevadaDelaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith best efforts to promote the interests of Company and its shareholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt 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 Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) In addition to Director’s service on the Board, Director agrees that, if so selected by the Board, Director shall serve on the Compensation Committee, Audit Committee and Nominating Committee of the Board, and shall serve as the Chairman of the Audit Committee. (d) By execution of this Agreement, Director accepts Director’s appointment or election as a an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (ce) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director During the Contract Term, the Executive shall serve as the President and Chief Executive Officer of the Company. In such capacity, the Executive shall perform such duties and shall have such responsibilities as are set forth in the By-laws and such additional duties and responsibilities, commensurate with his position and title, as may be determined and assigned to the Executive from time to time by the Board of Directors. Notwithstanding the above, the Executive shall not be required to perform any duties and responsibilities which would be likely to result in a non-compliance with or violation of any applicable law or regulation. The Executive shall report solely and directly to the Board of Directors; all other officers and other employees of the Company shall report directly to the Executive or the Executive's designees. No other employee of the Company or any subsidiary shall have authority and responsibilities that are generally equal to or greater than those of the Executive. The Executive accepts such employment and hereby agrees to serve the Company faithfully, industriously and to the best of his ability in such capacities, with undivided loyalty, devoting substantially all of his business time, attention, knowledge, energy and skills to such employment as a Director President and Chief Executive Officer of the Company except during vacation not to exceed three weeks in any 12-month period and except as otherwise provided in the following sentence. However, the Executive may engage in the following additional activities: (i) continuing through a controlled corporation, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., to be available to perform the duties consistent with such position pursuant manage American Licensing Group Limited Partnership, subject to the Articles restrictions contained in Section 11(h); (ii) serving as a director of Incorporation and Bylaws not more than four business corporations in addition to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. that do not engage in the Business of the Company, including service as nonmanagement chairman of the board or chairman of one or more committees of a board; (iii) overseeing personal and any additional codesfamily investments in a manner in which the Executive does not actively operate portfolio companies in the ordinary course of business; and (iv) engaging in local, guidelines or policies national and international charitable, relief, human rights, civic, religious, military and related activities on behalf of private organizations and governmental agencies; provided, however, that the Executive’s duties and responsibilities as President and Chief Executive Officer of the Company that may be effective now or shall take precedence over his other activities except for not more than 45 consecutive days of military service in the future (collectively, event he is called to active duty in the “Governance Documents”) and the laws armed forces of the state of Nevada. The Company acknowledges that Director currently holds United States or any other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholderscountry. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees Nothing in this Agreement shall be deemed to serve create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as a Director 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. Each of the Company and to be available to perform the duties consistent with such position Selling Stockholders acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the Articles determination of Incorporation the public offering price of the Shares and Bylaws any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Selling Stockholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any additional codesother party; (iii) no Underwriter has assumed or will assume an advisory, guidelines agency or policies fiduciary responsibility in favor of the Company that 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 (iv) the several Underwriters and their respective affiliates may be effective now or engaged in a broad range of transactions that involve interests that differ from those of the future (collectively, the “Governance Documents”) Company and the laws Selling Stockholders and that the several Underwriters have no obligation to disclose any of the state of Nevadasuch interests. The Company and each Selling Stockholder acknowledges that Director currently holds other positions the Underwriters disclaim any implied duties (“Other Employment”) including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and agrees that Director may maintain such positionsobligations expressly set forth herein. The Company and the Selling Stockholders hereby waive and release, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall includefullest extent permitted by law, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents any claims that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholdersthe Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees The Debtor represents to ZC and ▇▇▇▇▇▇▇▇ that its Board of Directors (the “Board”) has duly adopted the resolution (the “Resolution”) appended hereto and incorporated herein by reference approving the terms of this Agreement and electing ▇▇▇▇▇▇▇▇ as the Chief Restructuring Officer of the Debtor. Subject to satisfaction of the condition precedent set forth in Section 3 hereof, ZC will assign ▇▇▇▇▇▇▇▇ to serve as a Director Chief Restructuring Officer and Associate Directors to perform other services required of ZC hereunder. (b) Pursuant to and except as limited by the terms of such Resolution, ZC and ▇▇▇▇▇▇▇▇ shall be authorized to make decisions with respect to all aspects of the Company management and operation of the Debtor’s business, including without limitation organization and human resources, marketing and sales, logistics, finance and administration and such other areas as he may identify, in such manner as he deems necessary or appropriate under the direction of the Board in a manner consistent with the business judgment rule and the provisions of local law and the United States Bankruptcy Code applicable to the obligations of persons acting on behalf of corporations, subject only to appropriate governance by the Board in accordance with the Debtor’s charters, Bylaws, authority levels approved by the Board for the Chief Financial Officer of the Debtor, other governing documents (if any) (collectively the “Constitutive Documents”) and applicable state law. ZC, ▇▇▇▇▇▇▇▇ and Associate Directors (individually, a “Representative” and collectively, the “Representatives”) shall not have any authority to make decisions with respect to hiring or terminating officers, executing transactions or otherwise committing the Debtor or its resources other than in the ordinary course of business unless set forth in the Resolution or otherwise approved by the Board and, if required, the United States Bankruptcy Court for the Eastern District of Virginia(the “Bankruptcy Court”). All decisions of ▇▇▇▇▇▇▇▇ shall be discussed to the extent ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ reasonably appropriate with the member or members of the Debtor’s management that ▇▇▇▇▇▇▇▇, under the direction of the Board, determines to be appropriate prior to the implementation of such decisions and shall be implemented by the management of the Debtor (other than ZC or the Representatives), and any dispute between such management and ▇▇▇▇▇▇▇▇ regarding the implementation of such decisions shall be resolved definitively by the Board. (c) ZC and ▇▇▇▇▇▇▇▇ shall not be obligated to cause ▇▇▇▇▇▇▇▇ to be available to perform the services hereunder for any specific minimum number of hours during any period, it being understood that ▇▇▇▇▇▇▇▇ shall be obligated to furnish such hours of service as he deems necessary in his sole discretion to perform his duties consistent with such position pursuant on behalf of ZC and ▇▇▇▇▇▇▇▇ hereunder. ZC and ▇▇▇▇▇▇▇▇ shall cause Associate Directors to devote a portion of their business time to the Articles performance of Incorporation services for the Debtor hereunder on behalf of ZC and Bylaws of the Company▇▇▇▇▇▇▇▇, as deemed necessary by ZC and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders▇▇▇▇▇▇▇▇. (bd) By execution In undertaking to provide the services set forth herein, ZC and ▇▇▇▇▇▇▇▇ do not guarantee or otherwise provide any assurances as to the results or any outcome of this Agreementmatter. Except for the amount referenced in Section 4(b) hereof, Director accepts Directorthe Debtor’s appointment or election as a Director of obligation to provide the Company, compensation specified under Section 4 hereof shall not be conditioned upon any particular results being obtained by ZC and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal▇▇▇▇▇▇▇▇. (ce) DirectorIn view of the Debtor’s status during precarious present circumstances, the Term (as defined below) Debtor acknowledges that ▇▇▇▇▇▇▇▇ may be required to make decisions with respect to extraordinary measures quickly and that the depth of his analyses of the information on which his decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each Representative shall be that entitled, in performing his duties hereunder on behalf of an independent contractor ZC and not▇▇▇▇▇▇▇▇, for any purposeto rely on information disclosed or supplied to them without verification or warranty of accuracy or validity. (f) ZC and ▇▇▇▇▇▇▇▇ will keep the Board fully apprised of his findings, that of an employee or agent with authority to bind the Company in any respect. All payments plans and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithactivities.

Duties. (a) Director agrees The Superintendent represents and warrants that she is able, and will continue to be able, to serve as the District's Superintendent of Schools in a Director competent and professional manner in compliance with applicable laws, policies and regulations adopted by the Board, and as otherwise directed by the Board. The Superintendent shall perform her duties over the full fifty-two (52) weeks of the Company School District's fiscal year (July 1 to June 30), less applicable vacation, leave, and holidays. The Superintendent shall be expected to attend meetings of the Board and its committees and to be available attend and participate in School District's interests within the Covert community. Among her other duties, the Superintendent shall prepare the agendas for each Board of Education meeting in consultation with the President of the Board or her delegate, and forward same to perform each member of the duties consistent board, along with her recommendations and supporting documentation on each agenda item, sufficiently in advance of the meeting so that each member can assimilate such position pursuant information prior to the Articles of Incorporation meeting. The Superintendent will act as advisor to the board and Bylaws keep it informed on matters pertaining to the administration of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of NevadaSchool District. The Company acknowledges that Director currently holds other positions (“Other Employment”) board collectively and agrees that Director may maintain such positionsindividually shall refer promptly all criticism, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able complaints and suggestions called to devote sufficient time and their attention to the Company as Superintendent for study and recommendation. The Superintendent is necessary herein vested with the authority by the Board of Education to fulfill Director’s responsibilities as a Director appoint her administrative team including bookkeeper, principals and supervisors. These appointments by the Superintendent are integral to any reform effort she is to undertake and Board support for these appointments is essential to the fulfillment of the Companycontract obligation by the Board. Such time It is understood and attention agreed that the Superintendent shall include, without limitation, participation in telephonic and/or in-person meetings not replace the persons currently performing the duties of the Board; providedpositions listed above until their employment contracts have terminated or the positions involved have otherwise been vacated, so that Director is given reasonable advance notice at no time shall the District have more than one person performing the essential duties of such meetings positions. In addition, it is understood and they are scheduled at times when Director is available. Director also represents agreed that the Other Employment compensation paid to such persons shall not materially and unreasonably interfere with Director’s obligations under this Agreementbe in the range of that paid to persons performing such duties in the past. Subject Furthermore, the Board's evaluation of the Superintendent shall include consideration of the performance of the persons appointed by her to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholderspositions above. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director The Executive agrees to serve as a Director Executive Vice President, Chief Actuary, of the Company during the Term. In such capacity, the Executive shall have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Company’s President and Chief Operating Officer or, alternatively, the Chief Executive Officer that are consistent with the Executive’s position(s). The Executive agrees to devote substantially all his business time, attention and services to the business and affairs of the Company and to be available its affiliates and to perform the his duties consistent with such position pursuant to the Articles best of Incorporation and Bylaws his ability. At all times during the performance of this Agreement, the Company, and any additional codes, guidelines or policies Executive will adhere to the Code of Conduct of the Company (the “Code of Conduct”) that has been or may hereafter be effective now established and communicated by the Company to the Executive for the conduct of the position or in positions held by the future (collectivelyExecutive. The Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the President and Chief Operating Officer or, alternatively, the “Governance Documents”) and the laws of the state of NevadaChief Executive Officer. The Company acknowledges that Director currently holds other positions Executive may accept directorships on the board of directors of not-for-profit corporations without the President and Chief Operating Officer or, alternatively, the Chief Executive Officer’s prior written consent so long as (“Other Employment”a) and agrees that Director may maintain such positions, provided that such Other Employment shall directorships do not materially interfere with DirectorExecutive’s obligations ability to carry out his responsibilities under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time , and attention to (b) Executive promptly notifies the Company as is necessary to fulfill Director’s responsibilities as a Director President and Chief Operating Officer or, alternatively, Chief Executive Officer in writing of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or infact that he has accepted such a non-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholdersprofit directorship. (b) By execution of If the Company and the Executive do not agree in writing to renew the Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement, Director accepts Director’s appointment or election as a Director Agreement only until the expiration of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the President and Chief Operating Officer or, alternatively, the Chief Executive Officer and shall perform such duties not inconsistent with the provisions hereof as defined below) he shall be that of an independent contractor assigned by the President and notChief Operating Officer or, for any purposealternatively, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithChief Executive Officer.

Duties. Executive shall be subject to the direction and control of the Board of Managers of the Company (the “Board”). Executive shall perform such duties and functions for and on behalf of the Company consistent with his position and experience as 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) Director agrees to serve 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 and (y) with respect to membership on any board of directors (or similar governing body), such membership is approved by the 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 deemed conclusively approved. Except as set forth on Exhibit A hereto, Executive represents and warrants as of the date hereof and as of the Effective Date that he is not a Director member of any board of directors or similar governing bodies of any entity other than the Company or its subsidiaries. Executive, in the performance of Executive’s duties hereunder, shall use good faith, reasonable efforts to cause the activities of the Company and to be available to perform conducted substantially in accordance with the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws terms of the Company, and any additional codes, guidelines or policies limited liability company operating agreement of the Company that may be effective now or as amended and in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able effect from time to devote sufficient time and attention applicable laws, and will, in all material respects, observe and adhere to the Company Company’s code(s) of conduct and ethics and other corporate governance codes and policies as is necessary to fulfill Director’s responsibilities as a Director of now existing or which may hereafter be adopted by the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees to During the term of your employment hereunder, including any Renewal Term hereof, you shall serve and the Company shall employ you as a Director the President and Chief Operating Officer of the Company with such executive duties and to be available to perform the duties responsibilities consistent with such position pursuant positions and stature as the Board of Directors from time to time may determine. It is the Articles current intention of Incorporation and Bylaws the Company to appoint you as Chief Executive Officer of the Company, effective April 1, 1999, although your appointment to that office shall be subject to the approval of the Board of Directors at that time in its discretion; provided that, if you are not appointed as Chief Executive Officer, you shall have the termination right set forth in Section 9(g) below. You shall report to, and act under the general direction of, the Chairman of the Board of Directors; PROVIDED, that upon any appointment hereunder as Chief Executive Officer of the Company, you shall report to, and act under the general direction of, the Board of Directors. You shall use your best efforts to carry out the instructions of the Chairman of the Board of Directors or of the Board of Directors, as the case may be. You shall be elected to the Board of Directors by vote of the directors no later than September 29, 1998, such election be effective upon the Effective Date. You shall thereafter be nominated, on an annual basis so long as you continue to be employed under this Agreement, for election by the stockholders as a director of the Company and, if elected, you shall serve as a director, without additional codescompensation. In addition, guidelines or at the request of the Board of Directors, you shall serve as an officer and/or director of any of the Company's subsidiaries, in all cases in conformity with the organizational documents and the policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws Board of the state Directors of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain each such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall includesubsidiary, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholdersadditional compensation. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director You shall devote your entire business time and energies during normal business hours to the business and affairs of the Company, Company and agrees to serve its subsidiaries. Nothing in this Section shall be construed as prohibiting you from investing your personal assets in businesses in which your participation is solely that of a passive investor in such capacity, subject to form or manner as will not violate Section 6 hereof or require any services on your part in the terms operation or affairs of this Agreement, until Director’s successor is duly elected and qualified those businesses. You may also participate in philanthropic or until Director’s earlier death, resignation or removalcivic activities so long as they do not materially interfere with your performance of your duties hereunder. (c) Director’s status during the Term (as defined below) You shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided subject to the Director hereunder shall be made or provided without withholding or deduction of any kindCompany's rules, practices and policies applicable to the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithCompany's senior executive employees.

Duties. (a) Director agrees to During the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve as a Director President and Chief Executive Officer of the Company Corporation, and to be available to perform the shall have all powers and duties consistent with such position pursuant subject to the Articles of Incorporation and Bylaws direction of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the CompanyBoard. Such time and attention duties shall include, without limitation, participation in telephonic and/or in-person meetings the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the Board; providedfollowing: establishing, that Director is given reasonable advance notice with the primary advice of such meetings the Chief Financial Officer and they are scheduled at times when Director is availableChief Operations Officer the Corporation's business plan and strategy. Director also represents that This Officer will primarily be responsible for dealing with the Other Employment shall not materially Corporation's securities, intellectual property and unreasonably interfere other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with Director’s obligations under this Agreement. Subject to the forgoingpersons of similar position on major corporate transactions, Director will use Director’s reasonable good faith efforts to promote the interests acquisitions, reorganizations and similar types of Company and its shareholdersactivities. (b) By execution Executive shall devote a minimum of this Agreement15 hours a week of his entire professional time, Director accepts Director’s appointment or election as a Director attention and energy exclusively to the business and affairs of the CompanyCorporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and agrees shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in such capacitywriting or, subject to the terms prior approval of this Agreementthe Board, until Director’s successor is duly elected and qualified or until Director’s earlier deathfrom accepting employment to additional board of directors, resignation or removalprovided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Director’s status Executive further agrees that during the Term (as defined below) shall term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of an independent contractor the Corporation and notits affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for any purpose, that whom he has performed services by virtue of an employee this Agreement or agent who he has met in connection with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithhis employment under this Agreement.

Duties. (a) Director agrees During the term of your employment with the Company, and subject to serve the direction and control of the Board, you shall report directly to the Board and shall exercise such authority, perform such executive duties and functions and discharge such responsibilities as a Director are reasonably associated with your executive position or as may be reasonably assigned or delegated to you from time to time by the Board, consistent with your position as President and Chief Executive Officer. In general, Employee shall have management authority with respect to, and responsibility for, the overall operations and day-to-day business and affairs of the Company and all major operating units. During the Term of this Agreement, you agree to be available to perform the duties consistent with such position pursuant devote substantially all of your business time and attention to the Articles affairs of Incorporation the Company and, to the extent necessary to discharge the responsibilities assigned hereunder, use your best efforts in the performance of your duties for the Company and Bylaws any subsidiary corporation of the Company. During the Term of this Agreement, you may, so long as it does not materially interfere with your duties hereunder: (i) subject to Section 7 hereof and the terms of the Assignment and Confidentiality Agreement (defined below), serve on the board of directors (or equivalent bodies) of civic, non-profit, or charitable organizations or entities unaffiliated with the Company, (ii) deliver lectures or otherwise participate in speaking engagements, and (iii) manage your personal investments and affairs. Employee shall be based at the Company’s offices located in Berkeley Heights, NJ and such other locations as may be requested by the Board of Directors. Employee shall also undertake regular travel to the Company’s executive and operational offices, and such other occasional travel within or outside the United States as is or may be reasonably necessary in the interests of the Company. All such travel shall be at the sole cost and expense of the Company, and any additional codesall airplane travel shall be first or business class, guidelines or policies of otherwise fully reimbursed at cost, to the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided extent that such reimbursements do not exceed the approximate equivalent published fare for first or business class. Other Employment expenses shall not materially interfere be reimbursed in accordance with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholderspolicies for executive travel. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. 13.1 The duties of unit Employees for the purpose of this Agreement shall be defined as the non-exclusive operation, maintenance and construction of the technical equipment as noted in Article 11. (a) Director agrees to serve as a Director of the Company and to Bargaining unit employees may be available required to perform other related duties as assigned by the Station, but will not be required to regularly perform duties consistent not reasonably compatible with such position pursuant to the Articles of Incorporation and Bylaws of the Company, and any additional codes, guidelines their vocations or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevadatheir abilities. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall Station will not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able assign any work or duties to devote sufficient time and attention bargaining unit employees where there exists danger or bodily injury or known conditions detrimental to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholdershealth. (b) By execution of this AgreementWhere operating errors occur while an Employee is performing multiple job functions, Director accepts Director’s appointment or election as a Director such facts shall be considered in extenuation of the Company, and errors. The Company further agrees to serve assign multiple job functions on a reasonable basis. 13.3 No Employee shall be required to furnish equipment or supplies. (a) It is agreed that the Company will not require Employees to drive unsafe station vehicles or to work under unsafe conditions. The Company agrees that a Safety Committee shall be established. The Committee shall consist of at least one (1) member of management and one (1) member of the Union. If the Committee agrees that a condition is unsafe, Employees will not be required to work under that condition until it is corrected. (b) Any station vehicle that is unregistered or uninsured or uninspected will not be driven by any Employee under any circumstances. Any tickets received for violations above shall be the responsibility of the Company and not the Employee. 13.5 Except as modified by Article 11, it is agreed by the Company that the scope of the normal duties of the Employees shall include all operations and maintenance duties as well as duties of construction, assembly, setting up, placement, handling, moving, transporting or storage related to or performed in such capacityconjunction with the following: Sound effects and video camera and dolly operations; film camera operations including film audio, subject film cutting, processing, splicing, retouching and videotape editing if done by the Company; television Such duties may be modified in accordance with Section 13.2 above. 13.6 A technician from the crew will be assigned as Technical Director during rehearsals and broadcast of programs requiring the services of four (4) or more technicians. The Technical Director shall: (a) see to it that the terms crew is in the studio (or studio control room) as scheduled. (b) That his crew is properly assigned to cover the many aspects of this Agreementa live production, until Director’s successor is duly elected including but not limited to, camera set up and qualified operation, lighting, collecting and setting up props as scheduled or until Director’s earlier deathas requested of the Technical Director by the producer, resignation or removalaudio operation including the securing and auditioning of all audio material to be used, mike ▇▇▇cement, etc. (c) Director’s status That any scheduled studio time not actually assigned or used in the set up, production, rehearsal, or telecast of a live production, be used as training sessions to further acquaint the crew members with the camera operations, lighting, and other "routines" as he may select or as may be assigned by supervisory technical personnel. (d) Receive a fee of four dollars ($4.00) per day for each day so assigned unless such Technical Director is already a Group II Employee. (e) The Technical Director shall also be responsible to perform other related duties as assigned by the Station. 13.7 The duties of Group II Employees shall be: general supervision and direction of technicians, not including hiring and/or firing, but may include but not be limited to, issuing operating instructions, direction of installation where necessary, installation operation, and maintenance of technical equipment as defined herein. Group II Employees shall also schedule work hours if so delegated by Management. However, scheduling is totally subject to management approval. In addition, Group II Employees shall be responsible for operational preparation, planning and performance during the Term (as defined below) tour of duty. Group II Employees shall be that direct the work of an independent contractor the technicians assigned to them and notdirect the solution of routine problems with respect to NABET 13.8 If the Company temporarily upgrades a Group I Employee to Group II status, for any purposereasons such as, but not limited to, temporarily filling a vacancy, covering for vacations or absences, or if it deems supervision is appropriate on a shift when a Group II Employee is not scheduled to work, such Employee shall receive a fee of seven dollars and fifty cents ($7.50) per shift for each shift so assigned, provided that of an employee or agent with authority to bind this paragraph may not be used by the Company as a device to permanently reduce the number of Group II Employees on staff below two (2). 13.9 The Company agrees that it will make reasonable efforts to schedule a fifteen (15) minute period in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction advance of any kindlive television show in which no Employees will be assigned rehearsal or video taping duties. 13.10 Except for promotional purposes and/or integral program parts (introduction, promotion and transition), technical Employees will not be required as a condition of employment to present themselves to public appearance or display by television. 13.11 Bargaining unit employees may be assigned for photographing and editing news footage and may perform the Director shall assume sole responsibility for discharging all tax function of asking questions of subjects to obtain sound bites, etc. One-man crews may be used to set up and operate live microwave equipment. 13.12 Editing may be performed by Directors, Promotions Manager, Assistant Promotions Manager, Anchors, Reporters or other obligations associated therewithProducers.

Duties. (a) Director A. CONSULTANT agrees to serve exercise special skill to accomplish the following results: (services/project name and location-if applicable), as a Director specified in Exhibit A: Scope of Services, which by this reference is incorporated herein. B. CONSULTANT shall provide the Company and to be available personnel listed below to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of the Companyabove-specified services, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations which persons are hereby designated as key personnel under this Agreement. Director confirms that Director expects Director will Name Firm Function Principal Project Manager C. No person named in paragraph B of this Article or in the Fee Schedule /Cost Proposal (Exhibit C), or his or her successor, shall be able to devote sufficient time and attention to removed or replaced by CONSULTANT, nor shall his or her agreed- upon function hereunder be changed, without the Company as is necessary to fulfill Director’s responsibilities as a Director prior written consent of the Company. Such time and attention shall includeCOMMISSION Contract Manager. D. This AGREEMENT includes the subcontractors and/or subconsultants listed in Exhibit C: Fee Schedule/Cost Proposal. E. Except as expressly authorized herein, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s CONSULTANT'S obligations under this AgreementAGREEMENT are not assignable or transferable, and CONSULTANT shall not subcontract any work, without the prior written approval of the COMMISSION. Subject However, claims for money due or which become due to CONSULTANT from COMMISSION under this AGREEMENT may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholdersCOMMISSION. F. Consultant’s Progress Reports and/or Meetings 1. CONSULTANT shall perform the services in accordance with the Project Schedule attached hereto (bExhibit B) By execution and incorporated by reference. The CONSULTANT shall submit written progress reports with each invoice. The report should be sufficiently detailed for the Contract Manager to determine if the CONSULTANT is performing to expectations or is on schedule; to provide communication of this Agreementinterim findings; and to sufficiently address any difficulties or special problems encountered, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removalso remedies can be developed. (c) Director’s status during 2. The CONSULTANT’S Project Manager shall meet with the Term (COMMISSION’S Contract Manager, as defined below) shall be that of an independent contractor and notneeded, for any purpose, that of an employee or agent with authority to bind discuss progress on the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithAGREEMENT.

Duties. (a) Director agrees to serve as a an independent Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles Certificate of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of NevadaDelaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith best efforts to promote the interests of Company and its shareholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt 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 Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) In addition to Director’s service on the Board, Director agrees that, if so selected by the Board, Director shall serve as a Member of the Nomination Committee and the Chairman of the Audit Committee of the Board. (d) By execution of this Agreement, Director accepts Director’s appointment or election as a an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (ce) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees Nothing in this Agreement shall be deemed to serve create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as a Director 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. Each of the Company and to be available to perform the duties consistent with such position Selling Stockholders acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the Articles determination of Incorporation the public offering price of the Shares and Bylaws any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Selling Stockholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any additional codesother party; (iii) no Underwriter has assumed or will assume an advisory, guidelines agency or policies fiduciary responsibility in favor of the Company that 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 (iv) the several Underwriters and their respective affiliates may be effective now or engaged in a broad range of transactions that involve interests that differ from those of the future (collectively, the “Governance Documents”) Company and the laws Selling Stockholders and that the several Underwriters have no obligation to disclose any of the state of Nevadasuch interests. The Company and each Selling Stockholder acknowledges that Director currently holds other positions the Underwriters disclaim any implied duties (“Other Employment”) including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and agrees that Director may maintain such positionsobligations expressly set forth herein. The Company and the Selling Stockholders hereby waive and release, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall includefullest extent permitted by law, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents any claims that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholdersthe Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director From and after the Effective Date, and based upon the terms and conditions set forth herein, the Company agrees to serve employ the Employee and the Employee agrees to be employed by the Company, as a Director President and Chief Executive Officer of the Company and in such equivalent, additional or higher executive level position or positions as shall be assigned to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of him by the Company’s Board of Directors. While serving in such executive level position or positions, the Employee shall report to, be responsible to, and any additional codes, guidelines or policies shall take direction from the Board of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director Directors of the Company. Such The Board of Directors shall not require the Employee to perform any task that is inconsistent with the office of President or the position of Chief Executive Officer. During the Term of this Employment Agreement (as defined in Section 2 below), the Employee agrees to devote substantially all of his working time to the position he holds with the Company and attention to faithfully, industriously, and to the best of his ability, experience and talent, perform the duties which are assigned to him. The Employee shall include, without limitation, participation in telephonic and/or in-person meetings observe and abide by the reasonable corporate policies and decisions of the Board; providedCompany in all business matters. The Employee represents and warrants to the Company that Exhibit A attached hereto sets forth a true and complete list of (a) all offices, directorships and other positions held by the Employee in corporations and firms other than the Company and its subsidiaries and (b) any investment or ownership interest in any corporation or firm other than the Company beneficially owned by the Employee (excluding investments in life insurance policies, bank deposits, publicly traded securities that Director is given reasonable advance notice are less than five percent (5%) of such meetings their class and real estate). The Employee will promptly notify the Board of Directors of the Company of any additional positions undertaken or investments made by the Employee during the Term of this Employment Agreement if they are scheduled at times when Director is availableof a type which, if they had existed on the date hereof, should have been listed on Exhibit A hereto. Director also represents that As long as the Other Employment shall Employee’s other positions or investments in other firms do not materially and unreasonably interfere with Directorcreate a conflict of interest, violate the Employee’s obligations under this Agreement. Subject Section 7 below or cause the Employee to the forgoingneglect his duties hereunder, Director will use Director’s reasonable good faith efforts such activities and positions shall not be deemed to promote the interests of Company and its shareholders. (b) By execution be a breach of this Employment Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. Executive shall report directly to the Chief Financial Officer (athe "CFO") Director agrees of the Fortis Benefits non-Medical Business Unit located in Kansas City, Missouri, ("FBIC") (the "Supervisor"), and the respective boards of directors of CORE and DRMS, as appropriate. In the event there is a change in the incumbent CFO of FBIC or if there is a material change in the duties required of the CFO of FBIC, the parties shall discuss the implications of such a change on the reporting relationship envisioned by this section and the modifications to such reporting relationship that may be warranted by such change. Based upon such discussion, the Supervisor shall, with the approval of Executive, such approval not to be unreasonably delayed, conditioned or denied, institute appropriate modifications to the reporting relationship envisioned by this section. During any period in which there is not a CFO of FBIC, or any period in which Executive has not approved a modification proposed by FBIC to the reporting relationship, Executive shall report to the President of FBIC, the Senior Vice President of Human Resources of FBIC, the General Counsel of FBIC, or the Chief Information Officer of FBIC, at the discretion of Fortis, who shall be the Supervisor during such time. Executive (in conjunction with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ if he is then serving as co-President of the entity in question) shall be responsible for the day to day business, operations and affairs of CORE and DRMS, including, to the extent the same remain assets of CORE, any other CORE subsidiary or operating division. No other official of CORE or DRMS (except ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ for so long as he continues to serve as a Director co-President of the Company entity in question shall during the Term have authority equal or superior to that of Executive as President or co-President. It is understood that for a period up to 90 days after the Effective Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ will continue in the position of Chairman and to Chief Executive Officer of CORE, which shall not be available to perform the a violation of this restriction. Executive's duties shall include duties consistent with such position pursuant the office of President as may be delegated to Executive by the Articles Supervisor or respective board of Incorporation and Bylaws directors of CORE or DRMS as appropriate. Executive (in conjunction with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ if he is then serving as co-President of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or entity in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined belowquestion) shall be that responsible for the completion, in concert with the Supervisor, of an independent contractor the strategic plans for CORE and notDRMS, for any purposeso long as he continues to serve as President or co-President of the entity in question. During the Term, that Executive's principal place of an employee or agent with authority to bind employment and the Company corporate headquarters of DRMS shall be located in any respectthe greater Portland, Maine, area. All payments Because Knowledge Transfer and other consideration made or provided Succession Planning, as defined further in EXHIBIT B attached, are of particular importance to the Director hereunder value of DRMS and CORE, Executive shall be made or provided without withholding or deduction devote all reasonable efforts to advance these processes, in accordance with the metrics set for them by the Supervisor as part of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.Annual Bonus Structure set out in EXHIBIT B.

Duties. (a) Director The Company hereby employs the Executive as an employee, and the Executive agrees to be employed by the Company, upon the terms and conditions set forth herein. While serving as an employee of the Company, the Executive shall serve as a Director of the Company Chief Financial Officer and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws Chief Administrative Officer of the Company, and any additional codes, guidelines or policies be appointed to serve as the Chief Financial Officer and Chief Administrative Officer of Subsidiary. The Executive shall be the senior most financial and administrative officer of the Company that may be effective now or in the future (collectivelyand Subsidiary, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention report to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director Chief Executive Officer of the Company, and shall have such power and authority and perform such duties, functions and responsibilities as are associated with an incident to such positions, and as the Chief Executive Officer may from time to time require of him; provided, however, that such authority, duties, functions and responsibilities are commensurate with the power, authority, duties, functions and responsibilities generally performed by Chief Financial Officers and Chief Administrative Officers of public companies which are similar in size and nature to, and the financial position of, the Company, including, but not limited to, appropriate involvement in meetings of and exposure to the Board and its committees. The Chief Executive Officer shall be entitled to change the Executive’s duties in accordance with the Company’s needs, as determined in the Chief Executive Officer’s sole discretion, and such changes shall not be deemed to cause an adverse change in the Executive’s terms of employment and shall not give rise to any claim by the Executive against the Company in this regard. The Executive also agrees to serve serve, if elected, as an officer of any other direct or indirect subsidiary of the Company or Subsidiary, in each such capacity, subject case at no compensation in addition to the terms of that provided for in this Agreement, until Director’s successor but the Executive serves in such positions solely as an accommodation to the Company and such positions shall grant him no rights hereunder (including for purposes of the definition of Good Reason). The Executive acknowledges and agrees that his duties shall include travel outside of Israel as may be necessary in order to fulfill his duties hereunder, as determined by the Chief Executive Officer in his sole discretion. The Company and the Executive confirm and agree that this Agreement is duly elected a personal employment contract and qualified that the relationship between the parties hereto shall not be subject to any general or until Director’s earlier death, resignation special collective employment agreement or removal. (c) Director’s status during the Term (as defined below) shall be that any custom or practice of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction respect of any kind, and the Director shall assume sole responsibility for discharging all tax of its other employees or other obligations associated therewithcontractors.

Duties. (a) Director Executive shall serve SCC as President and agrees to serve promote the Company’s interests, be responsible for such duties as are commensurate with and required by such position(s), and any other duties as may be assigned to Executive by the board of directors of SCC (the “Board”), or by such executive or executives of SCC as may be designated by the Board (each a Director “Designated Supervisor”), from time to time. Executive is the Chief Investment Officer of the Company and to will be available to perform responsible for the duties consistent deal team and for general corporate oversight with such position pursuant to the Articles of Incorporation and Bylaws CEO of the Company, subject to the supervision and any additional codes, guidelines or policies direction of the Company that may be effective now Board or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholdersDesignated Supervisor(s). (b) By execution As of this Agreementthe Effective Date, Director accepts Director’s appointment or election Executive shall be appointed to serve as a Director member of the Board and thereafter shall be nominated for reelection as a member of the Board as Executive’s term as a director expires, provided that Executive may, in his/her discretion, resign from the Board or decide not to stand for reelection, in each case upon written notice to the Secretary of the Company, given (i) at any time in the case of resignation and agrees (ii) not more than five (5) days following the date on which the Board sets the date for the next annual meeting, in the case of a decision not to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removalstand for reelection. (c) Director’s status during Executive agrees to perform his/her duties in a diligent, trustworthy, loyal, businesslike, productive, and efficient manner and to use his/her best efforts to advance the Term business and goodwill of the Company. Executive agrees to devote substantially all of his/her business time, skill, energy and attention exclusively to the business of the Company and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board. Notwithstanding the foregoing, the Executive will be permitted, with the prior written consent of the Board, to serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization (as defined below“Outside Activities”) shall be that of an independent contractor and provided that, such Outside Activities do not, for any purposeas reasonably determined by the Board, that interfere with the performance of an employee or agent with authority the Executive’s duties and responsibilities to bind the Company in any respect. All payments and other consideration made or as provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithhereunder.

Duties. Effective November 11, 2024, Executive shall resign his position as Chief Administrative and Financial Officer of Premier and Premier, Inc. During the Advisory Term (a) Director agrees as defined in Section 3), Executive shall be employed as Executive Advisor to serve as a Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall includeSpecifically, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Advisory Term (as defined below), Executive shall: a. Perform the duties and exercise the powers and functions that from time to time may be reasonably assigned or vested in him by the Company’s CEO in relation to (1) Premier and its Related Companies; and/or (2) Premier’s partner hospitals, members and other affiliated health care organizations (collectively, Premier’s “Affiliates”), reporting directly to the Company’s CEO; b. Faithfully and loyally serve Premier and its Related Companies to the best of his ability and use his utmost endeavors to promote their interests in all respects, including but not limited to refraining from any attempt to usurp Premier or its Related Companies’ corporate benefits or opportunities for Executive’s personal gain; c. Adhere faithfully to all applicable professional ethics and business practices, including but not limited to Premier and is Related Companies’ Code of Conduct and Conflict of Interest Policies; d. Be fully and readily available to work on and perform his duties consistent with his position as Executive Advisor to the Company as assigned from time to time (other than at times involving approved vacation, leave or disability); and e. Assist in succession and transition efforts for Executive’s former position as Chief Administrative and Financial Officer. Except as specifically authorized in advance by the Company CEO in writing, during the Employment Term, Executive shall work full-time and exclusively for Premier and its Related Companies and shall not be that engaged as an employee, consultant or otherwise in any other business or commercial activity pursued for gain, profit or other pecuniary advantage, either on a full-time or part-time basis. Nonetheless, this Agreement shall not be construed as prohibiting Executive during the Employment Term from: (1) with the advance written consent of an independent contractor and notthe Board, serving as a member of a board of directors of a public or private corporation or other entity; (2) participating in charitable or non-profit activities or serving on the board of directors of any charitable or non-profit organization; (3) serving as a director, officer or committee member of or in equivalent positions with Premier’s Related Companies and/or any Affiliate during the Employment Term, for which Executive shall not receive any purposeadditional compensation except as otherwise provided in Section 4; and (4) making or managing personal investments in such form or manner as will neither require his services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Sections 2.b.-2.d. and 7-14 hereof. The Parties, however, agree that of an employee such activities must not singly or agent in the aggregate prevent, unduly limit or materially interfere with authority Executive’s ability to bind perform the Company in any respect. All payments duties and other consideration made or provided responsibilities to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithPremier under this Agreement.

Duties. (a) Director agrees to serve Executive shall perform such reasonable duties and functions as a Director of the Company Board and the GP Board may lawfully assign to be available to perform him, such duties being commensurate with the duties consistent with such position pursuant to the Articles customarily performed by chief executive officers of Incorporation and Bylaws of the Companycompanies, and any additional codes, guidelines or Executive shall comply in the performance of his duties with the policies of the Company that may Board and the GP Board, and be effective now or subject to the direction of the Company Board and the GP Board. At the request of the GP Board, Executive shall serve as an executive officer, director and manager of any member of the US Shipping Group engaged in the future (collectivelyoperation of U.S.-flagged product tankers without additional compensation and, in the performance of such duties, Executive shall comply with the policies of the board of directors or board of managers of each such entity. Executive shall serve, without additional compensation, as Chairman and Chief Executive Officer of the General Partner, Parent, the “Governance Documents”) Partnership and each subsidiary of the Partnership and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholdersGeneral Partner. (b) By execution During the Employment Term, Executive shall devote a majority of this Agreementhis time and attention, Director accepts Director’s appointment or election as a Director reasonable vacation time and absences for sickness excepted, to the business of the Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and agrees to serve in such capacitythe best of his ability. Notwithstanding anything herein to the contrary, but subject to the terms next sentence of this AgreementSection 6(b), until Director’s successor is duly elected Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive's performance of his duties hereunder and qualified do not violate Section 9 hereof. The Company recognizes that Executive will be devoting a significant minority of his time to the activities set forth on Schedule A attached hereto. The Company agrees that Executive's duties hereunder shall not require excessive travel away from the New York metropolitan area, and that Executive need not be physically present at the Company's executive offices for a specific number of days per month or until Director’s earlier death, resignation or removalyear for the performance of his duties hereunder. (c) Director’s status during the Term (as defined below) Nothing contained in this Section 6 or elsewhere in this Agreement shall be that construed to prevent Executive from investing or trading in non-competing investments as he sees fit for his own account, including real estate, stocks, bonds, securities, commodities or other forms of an independent contractor and notinvestments. Specifically, for any purpose, that of an employee or agent with authority to bind the Company acknowledges that (i) the Executive has disclosed ownership interests in any respect. All payments and other consideration made or provided management responsibilities for the entities and assets listed on Schedule A attached hereto and (ii) neither such ownership interests nor management responsibilities as they exist as of the date hereof shall, subject to the Director hereunder shall be made first two sentences of Section 6(b), violate this Section 6 or provided without withholding or deduction the other provisions of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewiththis Agreement.

Duties. (a) Director agrees So long as the Executive's employment under this Agreement shall continue, the Executive shall be available, upon reasonable notice, from time to serve as a Director time to advise and consult with the senior executive officers of the Company Corporation and to be available to perform the duties consistent with devote such position pursuant business time, attention, and energies to the Articles of Incorporation and Bylaws affairs of the CompanyCorporation and its subsidiaries, divisions and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company affiliates as is necessary to fulfill Director’s responsibilities as a Director of sought by the Company. Such time and attention shall includeCorporation, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith his best efforts to promote its and their best interests and perform such duties relating solely to certain technology and related intellectual property projects as may be assigned to him by the interests Chief Executive Officer of Company the Corporation. Executive shall have no direct reports except for an administrator. Executive shall vacate his current office as soon as is reasonably practicable and its shareholdersbe relocated to an office in the engineering department of the Corporation. Such relocation shall occur no later than August 1, 2003, provided the Corporation makes such office available by that date. (b) By execution Executive agrees to cooperate with the Corporation in connection with any threatened, actual or future litigation involving the Corporation, whether administrative, civil or criminal in nature, in which and to the extent his cooperation is deemed necessary by the Corporation in its reasonable discretion. Subject to the then current travel policies of the Corporation, the Corporation will reimburse Executive for his reasonable travel, meals, and lodging expenses incurred in connection with this paragraph. Corporation also agrees to make reasonable efforts to schedule any meetings with Executive for this purpose as far in advance of such meetings as practicable. Executive further agrees to cooperate fully with the Corporation and to testify truthfully in connection with any existing or future investigations or litigations involving the Corporation, which the Corporation is currently conducting, conducts in the future, or in which it is currently or may become involved. This obligation includes truthfully cooperating with any outside counsel or other professionals employed by the Corporation for such purposes, and with all regulatory authorities. For purposes of this paragraph, refusing to testify will constitute a failure to cooperate and therefore a material breach of this Agreement. After the expiration of this Agreement, Director accepts Director’s appointment or election the Corporation agrees as to commercial and intellectual property matters only and apart from testimony on such matters, that it will agree to pay Executive a Director of reasonable consulting fee for any substantial consultation on such matters should such consultation be requested by the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removalCorporation. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, Executive and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.Corporation hereby agree to issue the press release annexed hereto as Exhibit A.

Duties. (a) Director From and after the Effective Date, and based upon the terms and conditions set forth herein, the Company agrees to serve employ the Employee and the Employee agrees to be employed by the Company, as a Director President and Chief Executive Officer of the Company and in such equivalent, additional or higher executive level position or positions as shall be assigned to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of him by the Company's Board of Directors. While serving in such executive level position or positions, the Employee shall report to, be responsible to, and any additional codes, guidelines or policies shall take direction from the Board of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director Directors of the Company. Such The Board of Directors shall not require the Employee to perform any task that is inconsistent with the office of President or the position of Chief Executive Officer. During the Term of this Employment Agreement (as defined in Section 2 below), the Employee agrees to devote substantially all of his working time to the position he holds with the Company and attention to faithfully, industriously, and to the best of his ability, experience and talent, perform the duties which are assigned to him. The Employee shall include, without limitation, participation in telephonic and/or in-person meetings observe and abide by the reasonable corporate policies and decisions of the Board; provided, that Director is given reasonable advance notice of such meetings Company in all business matters. The Employee represents and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject warrants to the forgoingCompany that Exhibit A attached hereto sets forth a true and complete list of (a) all offices, Director will use Director’s reasonable good faith efforts to promote directorships and other positions held by the interests of Employee in corporations and firms other than the Company and its shareholders. subsidiaries and (b) By execution any investment or ownership interest in any corporation or firm other than the Company beneficially owned by the Employee (excluding investments in life insurance policies, bank deposits, publicly traded securities that are less than five percent (5%) of this Agreement, Director accepts Director’s appointment or election as a Director their class and real estate). The Employee will promptly notify the Board of Directors of the Company, and agrees to serve in such capacity, subject to Company of any additional positions undertaken or investments made by the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status Employee during the Term (of this Employment Agreement if they are of a type which, if they had existed on the date hereof, should have been listed on Exhibit A hereto. As long as defined below) the Employee's other positions or investments in other firms do not create a conflict of interest, violate the Employee's obligations under Section 7 below or cause the Employee to neglect his duties hereunder, such activities and positions shall not be that deemed to be a breach of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respectthis Employment Agreement. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.2

Duties. (a) Director agrees to During the Employment Period, Executive shall serve as a Director Senior Vice President, Finance 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 Company may promote Executive to another appropriate position during the Employment Period. Executive shall render such business and professional services in the performance of her duties consistent with Executive’s position within the Company as well as such services reasonably assigned to her by the Co-Chief Executive Officers and/or the Board of Directors of the Company. Executive shall, at all times, report to the Co-Chief Executive Officers and/or the Board of 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 performance of her duties will require Executive to 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 be available to perform the duties promotion of its interests consistent with such position pursuant to with, and subject to, the Articles of Incorporation strategies, policies and Bylaws directions of the CompanyCo-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 additional codespublic or private companies, guidelines trade organizations or policies professional associations; provided that prior to agreeing to serve as a member of the Company that may be effective now or in board of directors of any other entity, Executive shall discuss her intentions to do so with the future (collectively, the “Governance Documents”) and the laws Board of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director Directors of the Company. Such time and attention shall include, without limitation, participation The Company may nominate Executive to serve on the Board of Directors during the Employment Period in telephonic and/or in-person meetings the discretion of the Board; provided’s Nominating and Governance Committee. If Executive is so nominated and elected, the Company agrees that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director thereafter it will use Director’s its reasonable good faith best efforts to promote cause Executive to continue to be nominated to serve on the interests Board of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director Directors during the remainder of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removalEmployment Period. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The 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 (aor failure to perform such duties or obligations) Director agrees with respect to serve the Shares as a Director are specifically set forth in this Agreement. Each of the Company and to be available to perform the duties consistent with such position Selling Shareholders acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the Articles determination of Incorporation the public offering price of the Shares and Bylaws any related discounts and commissions, is an arm’s-length commercial transaction between 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, and the Selling Shareholders or their respective affiliates, shareholders, creditors or employees or any additional codesother party; (iii) no Underwriter has assumed or will assume an advisory, guidelines agency or policies fiduciary responsibility in favor of the Company that 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 effective now or engaged in a broad range of transactions that involve interests that differ from those of the future (collectively, the “Governance Documents”) Company and the laws Selling Shareholders and that the several Underwriters have no obligation to disclose any of the state of Nevadasuch interests. The Company and each of the Selling Shareholder acknowledges that Director currently holds other positions the Underwriters disclaim any implied duties (“Other Employment”) including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and agrees that Director may maintain such positionsobligations expressly set forth herein. The Company and the Selling Shareholders hereby waive and release, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall includefullest extent permitted by law, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents any claims that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholdersthe Selling Shareholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director 3.1 The Executive agrees to serve as a Director of the Company carry out all tasks, duties and responsibilities normally related to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of the Companyhis position, and any additional codes, guidelines or policies other task and duty not inconsistent with his position which may be assigned to him from time to time by the board of directors of the Company Corporation (the “Board”), or such other member of the Board as may be designated by the Board. Without limiting the generality of the foregoing, the Executive’s tasks, duties and responsibilities are described in Appendix A and include any related task deemed necessary for the success of the Corporation’s various projects and its sound management as well as those that may be effective now or determined from time to time by the Corporation and are consistent with the Executive’s role (the “Duties”). 3.2 The Executive agrees to make every effort to fully and diligently carry out his Duties; the Executive further agrees to faithfully advance the interests of the Corporation and to exclusively devote his time and energy thereto, except as may otherwise be agreed to in writing by the future (collectivelyCorporation. 3.3 For the duration of the Agreement, the “Governance Documents”) and the laws of the state of Nevada. The Company Executive acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director he shall provide services to the Corporation under this Agreement on a full-time basis. Notwithstanding the preceding sentence, the Executive may maintain such positionsassume other consulting, advisory or directorship responsibilities for third parties with the prior written consent of the Chairman of the Board, which consent shall not be unreasonably withheld, provided that such Other Employment shall responsibilities do not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director and will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and conflict or unreasonably interfere with Director’s obligations under this Agreement. Subject the performance of his responsibilities to the forgoing, Director will use Director’s reasonable good faith efforts to promote Corporation. The Executive confirms that at the interests of Company and its shareholders. (b) By execution time of this Agreement, Director accepts Director’s appointment his outside commitments are limited to the three (3) engagements listed in Appendix B and the Corporation agrees that the Board has consented to such engagements. The Executive undertakes to restrict his external engagements to no more than three (3) with equivalent or election less time demanding requirements as a Director the engagements listed in Appendix B, each of which must be approved by the Board. 3.4 The Executive shall be employed as President & CEO by the Corporation for an indefinite period commencing on the closing date of the Companybusiness combination agreement dated June 12, 2023 (the “BCA”) that has been entered into between the Corporation and agrees to serve in such capacity, subject Prospector Capital Corp. (the “Effective Date”) and will report to the terms Board and shall collaborate with the direction of this Agreement, until Director’s successor is duly elected the Board for the general orientations and qualified or until Director’s earlier death, resignation or removalstrategic matters. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees to You agree that, beginning on the Effective Date, you will serve as a Director of the Company Executive Vice President and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws Chief Operating Officer of the Company, and any additional codes, guidelines or policies you will perform those duties and exercise those powers commensurate with your office as may be reasonably requested of you by the Chief Executive Officer of the Company that may or the Board of Directors of the Company (the “Board”) or vested in you by the Limited Liability Company Agreement of the Company which will be effective now or entered into on the date of the closing of the Acquisition substantially in the future form of Exhibit 10.2(e)(iii) to the Asset Purchase Agreement referred to in Paragraph 3(k) below (collectively, the “Governance DocumentsLLC Agreement”). You will also: (1) devote substantially all of your business time, attention and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention abilities to the Company’s business and (2) faithfully serve the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith your best efforts to promote the interests of the Company. Glenayre understands that you are currently serving as a member of the following boards: (1) HBN, Inc., (2) University of Oregon Foundation and (3) The Because Group, LLC. G▇▇▇▇▇▇▇ agrees that you may continue to serve on those boards so long as there is no conflict of interest between any of those organizations and the Company and its shareholdersyour duties as a member of those boards do not unreasonably interfere with your duties under this letter agreement. In the event that you desire to serve as a member of boards or other governing bodies of additional organizations or to serve in a more significant role for any of the above named organizations, you agree to request approval for such service from the Board and the Board agrees to respond promptly to any such request. (b) By execution of this Agreement, Director accepts Director’s appointment or election as You are currently a Director member of the CompanyBoard, and agrees so long as you are employed by Glenayre to serve in such capacity, subject provide services to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respectthe same or higher executive position, you will continue to be a member of the Board. All payments It is currently contemplated that the Board will consist of you, J▇▇▇▇ ▇▇▇▇▇▇▇ and other consideration made or provided to all of the Director hereunder shall be made or provided without withholding or deduction members of any kindthe Board of Directors of Glenayre (currently eight). In addition, the Board will establish an Executive Committee composed of four members of the Board, and so long as you are a member of the Director shall assume sole responsibility for discharging all tax or Board, you will be a member of the Executive Committee. It is currently contemplated that the other obligations associated therewiththree members of the Executive Committee will be J▇▇▇▇ ▇▇▇▇▇▇▇, C▇▇▇▇▇ ▇▇▇▇▇▇ and R▇▇ ▇▇▇▇▇▇▇▇▇.

Duties. (a) Director agrees to serve as a an independent Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles Certificate of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of NevadaDelaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith best efforts to promote the interests of Company and its shareholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt 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 Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) In addition to Director’s service on the Board, Director agrees to serve as a member/Chair of the _______________ Committee and that, if so selected by the Board in the future, Director shall agree serve as a committee member or Board Liaison to committees as necessary, particularly when a disinterested Board Member is required. (d) By execution of this Agreement, Director accepts Director’s appointment or election as a an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (ce) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees You agree to devote your entire business time, attention and energies to the business of Viacom and its subsidiaries during your employment with Viacom. On your Start Date, you will become Executive Vice President of Viacom and, commencing on May 11, 2005, you will become Executive Vice President, Chief Financial Officer of Viacom, and you agree to perform all duties reasonable and consistent with such offices as may be assigned to you from time to time by the Chairman, Chief Executive Officer of Viacom (the "Chairman") or, if the Chairman ceases to serve as a Director the Chief Executive Officer of Viacom, the Chief Executive Officer of Viacom (or, if there are Co-Chief Executive Officers, either or both of the Company and to be available to perform the duties consistent with Co-Chief Executive Officers). You will have such position pursuant to the Articles of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company authority as is necessary to fulfill Director’s responsibilities as a Director for the performance of your obligations hereunder. Your principal place of business shall be Viacom's headquarters in the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholdersNew York City metropolitan area. (b) By execution Viacom has announced that it is exploring the separation of Viacom into two businesses. Viacom may, in its discretion, assign this Agreement, Director accepts Director’s appointment or election as a Director Agreement to the publicly held parent corporation of the Companybusiness that acquires the assets of MTV Networks ("NEWCO") provided you hold the same position with NEWCO that you held with Viacom and you report directly to the Chairman, and agrees Chief Executive Officer of NEWCO (the "NEWCO Chairman") or, if the NEWCO Chairman ceases to serve as the Chief Executive Officer of NEWCO, the Chief Executive Officer of NEWCO or, in such capacitythe event that Tom Freston serves as the Chief Operating Officer of NEWCO, subject to the terms C▇▇▇▇ ▇▇▇▇▇▇ing Officer of NEWCO. In such event, all references in this AgreementAgreement to Viacom shall the▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ NEWCO, until Director’s successor is duly elected and qualified or until Director’s earlier deathexcept that you agree that your covenants under paragraphs 6(a) through (i) (non-competition, resignation or removaletc. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided apply to the Director hereunder shall be made or provided without withholding or deduction benefit of any kind, both businesses until one (1) year after the date of the separation and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewiththen only to NEWCO.

Duties. (a) Director agrees As of April 18, 2008 until such time as the Board of Directors of THK (the “Board”) may, in its sole and absolute discretion, may otherwise decide, Executive shall be employed as interim Chief Executive Officer of THK (“CEO”) at its principal offices at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at other offices or locations designated by THK, subject to such travel as the rendering of services hereunder may require, and Executive shall perform and discharge well and faithfully the duties which may be assigned to him from time to time by the Board in connection with the conduct of THK’s businesses (the “Business”). Executive shall report directly to, and be subject to the management oversight and direction of, the Board. The duties of Executive shall be those that are customarily performed by a chief executive officer of the same or similar title in a company with similar revenues, together with such additional, supplemental or alternative duties as may from time to time be requested provided such additional duties are reasonably related to the scope of employment of Executive and his title. By way of explanation and not limitation, Executive shall be employed and serve as a Director the Chief Executive Officer of THK only for so long as the Company and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment Board shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholdersdesire. (b) By execution At any time during the Term, as defined below, or otherwise, the Board may replace the Executive as CEO, upon which event the Executive shall be employed under this Agreement as Chief Operating Officer of THK (“COO”), the Executive’s position with THK prior to his elevation to interim CEO. The Board shall notify the Executive in writing of this Agreement, Director accepts Director’s appointment or election as change in his position and provide a Director copy of the CompanyBoard’s resolution approving this change. Immediately upon receipt of such notice, and agrees to serve in such capacitythe Executive shall cease being or acting as CEO, thereupon commencing serving as COO, subject to the same terms of this Agreementand conditions as is specified in Section 2(a) hereof, until Director’s successor is duly elected except that the Executive shall report directly to, and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided subject to the Director hereunder shall be made management oversight and direction of, any duly designated chief executive officer of THK or provided without withholding or deduction of any kind, the Board and the Director duties of Executive shall assume sole responsibility for discharging all tax or other obligations associated therewiththen be those that are customarily performed by a chief operating officer.

Duties. The Adviser will administer the affairs of the Company subject to the supervision of the Board of Directors and the following understandings: (a) Director agrees to serve as a Director The Adviser will supervise all aspects of the Company and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws operations of the Company, including oversight of transfer agency, custodial, and any additional codesaccounting services; provided, guidelines however, that nothing herein contained shall be deemed to relieve or policies deprive the Board of Directors of its responsibility for and control of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws conduct of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director affairs of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this AgreementThe Adviser will arrange, Director accepts Director’s appointment or election but not pay, for the periodic preparation, updating, filing and dissemination (as a Director required) of the Company's registration statement under the Securities Exchange Act of 1934, as amended, proxy material, tax returns, and agrees to serve in such capacity, subject required reports to the terms of this Agreement, until Director’s successor is duly elected Company's stockholders and qualified the Securities and Exchange Commission (the "Commission") and other appropriate federal or until Director’s earlier death, resignation or removalstate regulatory authorities. (c) Director’s status during The Adviser will maintain or oversee the Term (maintenance of all books and records with respect to the Company, and will furnish the Board of Directors with such periodic and special reports as defined below) shall be the Board of Directors reasonably may request. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Adviser hereby agrees that of an independent contractor and not, all records which it maintains for any purpose, that of an employee or agent with authority to bind the Company in are the property of the Company, agrees to preserve for the periods prescribed by Rule 31a-2 under the Investment Company Act any respect. records which it maintains for the Company and which are required to be maintained by Rule 31a-1 under the Investment Company Act, and further agrees to surrender promptly to the Company any records which it maintains for the Company upon request by the Company. (d) All payments cash, securities, and other consideration made assets of the Company will be maintained in the custody of one or provided more banks in accordance with the provisions of Section 17(f) of the Investment Company Act and the rules thereunder; the authority of the Adviser to instruct the Director hereunder shall be made or provided without withholding or deduction of any kindCompany's custodians to deliver and receive such cash, securities, and other assets on behalf of the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithCompany will be governed by a custodian agreement between the Company and each such custodian, and by resolution of the Board of Directors.

Duties. (a) Director 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 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 responsible for developing, evaluating and negotiating potential mergers, acquisitions, consolidations and similar transactions, including the financing of any such transaction. The 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 serve as a Director of the Company devote in good faith his full time skill, attention, diligence and energy to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of the Company, and any additional codesshall use his best efforts to uphold high corporate governance and ethical standards, guidelines or policies of and to exercise his talents and capabilities toward the Company that may be effective now or in the future (collectivelyinterests, the “Governance Documents”) development and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director business of the Company. Such time The Executive agrees to perform such duties and attention shall include, without limitation, participation responsibilities in telephonic and/or in-person meetings of conformity with the standards and policies established by the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director The Executive agrees to serve as a Director Executive Vice President, Commercial Lines Chief Operating Officer of the Company during the Term. In such capacities, the Executive shall have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Company’s Chief Executive Officer and/or President and Chief Operating Officer that are consistent with the Executive’s position(s). The Executive agrees to devote substantially all her business time, attention and services to the business and affairs of the Company and to be available its affiliates and to perform the her duties consistent with such position pursuant to the Articles best of Incorporation and Bylaws her ability. At all times during the performance of this Agreement, the Company, and any additional codes, guidelines or policies Executive will adhere to the Code of Conduct of the Company that may be effective now or in the future (collectively, the “Governance DocumentsCode of Conduct”) that has been or may hereafter be established and communicated by the laws Company to the Executive for the conduct of the state of Nevadaposition or positions held by the Executive. The Company acknowledges that Director currently holds other positions Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Chief Executive Officer and/or President and Chief Operating Officer. The Executive may accept directorships on the board of directors of not-for-profit corporations without the Chief Executive Officer and/or President and Chief Operating Officer’s prior written consent so long as (“Other Employment”a) and agrees that Director may maintain such positions, provided that such Other Employment shall directorships do not materially interfere with DirectorExecutive’s obligations ability to carry out her responsibilities under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time , and attention to (b) Executive promptly notifies the Company as is necessary to fulfill Director’s responsibilities as a Director Chief Executive Officer and/or President and Chief Operating Officer in writing of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or infact that she has accepted such a non-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholdersprofit directorship. (b) By execution of If the Company and the Executive do not agree in writing to renew the Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement, Director accepts Director’s appointment or election as a Director Agreement only until the expiration of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the Chief Executive Officer and/or President and Chief Operating Officer and shall perform such duties not inconsistent with the provisions hereof as defined below) she shall be that of an independent contractor assigned by the Chief Executive Officer and/or President and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithChief Operating Officer.

Duties. During the Employment Period, Executive shall serve as the Company's President, and perform duties on behalf of the Company and/or its Affiliates (aas hereinafter defined) Director of an executive nature consistent with Executive’s position as the President of the Company, including without limitation, those duties and responsibilities set forth on Schedule A annexed hereto and made a part hereof. In addition, during the Employment Period, Executive shall utilize his best efforts to ensure that the Company shall comply with all of the terms and provisions of the Bank Loan Amendment (as defined in the Merger Agreement), including without limitation, the financial covenants set forth therein. Executive’s employment under this Agreement shall in all respects be subject to the authority, direction and control of, and Executive shall report exclusively to, the Chief Executive Officer of the Company. Executive shall in all events comply with all lawful policies and directives, and the by-laws, of the Company and/or Parent. In no event shall Executive incur any monetary obligations on behalf of the Company and/or its Affiliates in excess of $500,000.00 at any one time without the prior written approval of the Chief Executive Officer of the Company; provided, however, that Executive shall not cause the Company and/or its Affiliates to incur any amounts in respect of any capital expenditures and/or cause the Company and/or its Affiliates to expend any proceeds of the Bank Loan Advance (as defined in the Merger Agreement), without the prior written approval of the Chief Executive Officer of the Company in each instance. Executive hereby agrees to serve without additional compensation as an officer or Director of any of the Company’s subsidiaries or Affiliates, as the same may exist from time to time. The parties further acknowledge that the Company may at any time assign Executive to any of its subsidiaries and/or Affiliates for such payroll or other purposes. Pursuant to the Merger Agreement, during the term of this Agreement and otherwise subject to the terms thereof, Parent shall also cause Executive to be nominated as a Director of the Company and to be available to perform the duties consistent with such position Parent pursuant to the Articles of Incorporation and Bylaws Section 5.05 of the CompanyMerger Agreement. Provident Pioneer Partners, L.P., a stockholder of Parent, and any additional codesExecutive have entered into a Voting Agreement, guidelines or policies dated as of the Company that may be effective now or in the future (collectivelydate hereof, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention relating to the Company as is necessary to fulfill Director’s responsibilities voting for the election of Executive as a Director of Parent. The parties hereby acknowledge that, for a period of approximately six (6) months prior to the date hereof, Executive has been a full-time employee of TDK Holdings, Ltd., a Wisconsin corporation (“TDK”), and during this period, TDK furnished the services of Executive to the Company. Such time and attention shall include, without limitation, participation Executive is the sole stockholder of TDK. Executive has accepted an offer of employment with the Company solely in telephonic and/or in-person meetings respect of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that period following the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director closing of the Company, and agrees to serve in such capacity, subject Merger pursuant to the terms of this Agreement. Executive hereby acknowledge and agrees that the Company shall not assume or be responsible in any manner for any liabilities and obligations relating to the Executive as an employee of TDK prior to the date hereof and/or at any other time whatsoever and/or relating to the termination of Executive as an employee of TDK. Executive hereby represents and warrants to the Company that the Company has no obligation or liability to TDK resulting from or arising from the Company and Executive entering into this Agreement, until Directorand that there are no other agreements entered into by Executive with TDK or any other party which conflicts with, or otherwise restricts, the employment arrangements set forth in this Agreement. Employee shall perform his duties under this Agreement at the Company’s successor is duly elected principal office or other locations as may be required by the Company and/or its Affiliates. The parties hereby acknowledge that Employee’s duties hereunder may require extensive travel and qualified or until Directorperformance of such duties at remote locations. Notwithstanding the foregoing, Executive shall not be required to relocate his principal residence for a geographic radius in excess of fifty (50) miles from Executive’s earlier deathcurrent principal residence in connection with the performance of his duties under this Agreement. In the event, resignation or removal. however, that the Company shall require Executive to relocate his principal residence beyond such geographic radius (c) Director’s status during i.e., more than 50 miles from the Term (as defined below) current principal residence), then such required relocation shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority deemed to bind constitute a termination without cause by the Company hereunder. Notwithstanding the foregoing, Executive may elect to accept any such relocation of his principal residence beyond such 50 mile radius, whereupon the Company shall pay or reimburse Executive for all reasonable costs in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithconnection with such relocation.

Duties. During the term of this Agreement, Employee will be employed by the Company to serve as President and Chief Executive Officer of a wholly owned subsidiary of the Company. The Employee will devote such amount of business time to the conduct of the business of the Company as may be reasonably required to effectively discharge Employee's duties under this Agreement and, subject to the supervision and direction of the Company's Board of Directors (the "Board"), will perform those duties and have such authority and powers as are customarily associated with the offices of a President and Chief Executive Officer of a company engaged in a business that is similar to the business of the Company, including (without limitation) (a) Director agrees the authority to serve as a Director direct and manage the day-to-day operations and affairs of the Company Company, (b) the authority to hire and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws discharge employees of the Company, and (c) all other authority and powers exercised by the Employee prior to the Effective Date as President and Chief Executive Officer of the Company; provided, however, that Employee will not be required to perform services for any additional codes, guidelines or policies affiliate of the Company that may and will not be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds required to accept any other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere offices with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of without Employee's consent. Unless the Company. Such time and attention shall includeparties agree otherwise in writing, without limitation, participation in telephonic and/or in-person meetings of during the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution term of this Agreement, Director accepts Director’s appointment Employee will not be required to perform services under this Agreement other than at Company's principal place of business in Dallas, Texas; provided, however, that Company may, from time to time, require Employee to travel temporarily to other locations on the Company's business. Notwithstanding the foregoing, nothing in this Agreement is to be construed as prohibiting Employee from continuing to (i) serve on corporate, civic or election charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, (iii) manage personal investments and (iv) provide consulting services, so long as a Director such activities do not significantly interfere with the performance of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (Employee's responsibilities as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind of the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewithaccordance with this Agreement.

Duties. (a) Director agrees to serve as a Director of During the Company and to be available to perform the duties consistent with such position pursuant to the Articles of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectivelyEmployment Term, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment Executive shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient necessary business time and attention to the Company performance of the Executive’s duties hereunder. The Executive will allocate time as is he sees necessary to fulfill Director’s responsibilities as a Director ensure timely filing of SEC reporting and the expansion of the Company. Such time harmonic gearing business, whether directly through NAC or through Beijing CTKM Harmonic Drive Co. Ltd., Conic Systems, Inc. and attention Optimal Actuation, Inc. Executive’s duties shall include, using his utmost zeal and effort in working with the Company’s management, auditors, and attorneys, to ensure timely and accurate reporting of financial results to the Board of Directors, any regulator or securities exchange, and the public. Executive shall use his utmost zeal and effort working with Company’s management, auditors, and attorneys to ensure the Company is in compliance with all requirements of the Exchange Act of 1934, as amended, and oversee the issuance of financial information. Executive shall personally review and approve all Form 8-K, 10-K, and 10-Q filings with the Securities and Exchange Commission; notwithstanding, the Executive shall not be personally liable for the filings. Executive will not engage in any other business, profession, or occupation for compensation or otherwise which would prohibit the performance of such services without limitation, participation in telephonic and/or in-person meetings the prior written consent of the Board; providedexcept that the Executive does and may continue to perform services for Beijing CTKM Harmonic Drive Co. Ltd., Conic Systems, Inc. and Optimal Actuation, Inc. until November 30, 2016, subject to the following conditions: (i) Executive will disclose in writing, within 14 days of the Effective Date, all material details of all services Executive will provide to those companies, including the nature of the services, the time and travel commitments they entail, the compensation Executive will receive for the services, and copies of all written agreements concerning such services, subject to any non-disclosure agreements that Director is given the Executive may have signed. After that disclosure Executive may be required to disclose such further details and documentation concerning Executive’s work for the aforementioned companies as the Board of Directors may request, subject to any non-disclosure agreements that the Executive may have signed; (ii) Between the Effective Date and November 30, 2016, the Board will evaluate and determine, in its reasonable advance notice discretion, whether Executive’s services to those companies interfere or conflict with his performance under this Agreement; and (iii) Upon a determination that Executive’s services to those companies do interfere or conflict with Executive’s performance under this Agreement, the Board may, in the exercise of its reasonable discretion, order Executive to cease providing those services within thirty (30) days of such meetings and they are scheduled at times when Director is availableorder. Director also represents An order by the Board that Executive must cease providing services to the Other Employment three aforementioned businesses shall not materially and unreasonably interfere with Director’s obligations be considered “Good Reason” for Executive to resign his employment under this Agreement. Subject Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board act or serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization as long as such activities are disclosed in writing to the forgoingChairman of the Company’s Board and the Company’s Chief Financial Officer, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment purchase or election as a Director own less than five percent (5%) of the Companypublicly traded securities of any corporation; provided that, such ownership represents a passive investment and agrees to serve that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in such capacity, subject clauses (a) and (b) do not interfere with the performance of the Executive’s duties and responsibilities to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removalCompany as provided hereunder. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees to serve as a an independent Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles Certificate of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of NevadaDelaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith best efforts to promote the interests of Company and its shareholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt 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 Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) In addition to Director’s service on the Board, Director agrees that, if so selected by the Board, Director shall serve as Chairman of the Compensation Committee as well as a Member of the Audit Committee of the Board. (d) By execution of this Agreement, Director accepts Director’s appointment or election as a an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (ce) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director From and after the Effective Date, and based upon the terms and conditions set forth herein, the Company agrees to serve employ the Executive and the Executive agrees to be employed by the Company, as a Director the Company’s President and Chief Executive Officer and in such additional executive level position or positions as shall be assigned to him by the Company’s Board of Directors. While serving in such executive level position or positions, the Executive shall report to, be responsible to, and shall take direction from the Board of Directors of the Company (the “Board”). During the Term of this Agreement (as defined in Section 2 below), the Executive agrees to devote substantially all of his working time to the position he holds with the Company and to be available faithfully, industriously, and to the best of his ability, experience and talent, perform the duties consistent with such position pursuant that are assigned to him. The Executive shall also observe and abide by the reasonable corporate policies and decisions of the Company in all business matters. The Executive represents and warrants to the Articles Company that Exhibit A attached hereto sets forth a true and complete list of Incorporation (a) all offices, directorships and Bylaws other positions held by the Executive in corporations and firms other than the Company and its subsidiaries, and (b) any investment or ownership interest in any corporation or firm other than the Company beneficially owned by the Executive (excluding investments in life insurance policies, bank deposits, publicly traded securities that are less than five percent (5%) of their class and real estate). The Executive will promptly notify the Board of any additional positions undertaken or investments made by the Executive during the Term if they are of a type which, if they had existed on the date hereof, should have been listed on Exhibit A hereto. As long as the Executive’s other positions or investments in other firms do not create a conflict of interest, violate the Executive’s obligations under this Section or Section 7 below or cause the Executive to neglect his duties hereunder, such activities and positions shall not be deemed to be a breach of this Agreement. It is expected that upon any vacancy on the Board, the Company’s Board intends to cause the Executive to fill such vacancy and to nominate the Executive for election to the Board at the immediately following shareholders’ meeting. In the event that the Executive serves as a member of the Board or as an officer or director of any affiliate of the Company, and any such service shall for no additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith efforts to promote the interests of Company and its shareholderscompensation. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. (c) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Director agrees to serve as a an independent Director of the Company and to be available to perform the duties consistent with such position pursuant to the Articles Certificate of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of NevadaDelaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s reasonable good faith best efforts to promote the interests of Company and its shareholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt 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 Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) In addition to Director’s service on the Board, Director agrees that, if so selected by the Board, Director shall serve as a Member of the Compensation Committee and as Chairman of the Nomination Committee of the Board. (d) By execution of this Agreement, Director accepts Director’s appointment or election as a an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (ce) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.