Common use of Position, Duties and Responsibilities Clause in Contracts

Position, Duties and Responsibilities. (a) During the Term, Executive will be employed by the REIT Operator and will serve as the Chief Financial Officer of the REIT, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the Term, Executive will be employed by the REIT Operator and will shall serve as the Chief Financial Officer President of the REITCompany, reporting directly and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companiesdate hereof, and such other duties, authorities managerial duties and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operatorits affiliates, each subsidiaries or divisions as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance assigned by the Board of Directors of the REITCompany (the "Board") and agreed to by Executive. Executive will report directly to the Chairman of the Board and the Board and, which approval shall not be unreasonably withheld while the Company is a subsidiary of Waxman Industries, Inc. (together, the “Personal Activities”"Waxman"), in each case to the Co-Chairman of the Board and Co-Chief Executive Officers of Waxman. The Company intends that Executive will continue to be elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so long as request. Executive's duties shall be performed principally at the Personal Activities do not (x) unreasonably interfere, individually or Company's executive offices which are located in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants Cleveland Metropolitan Area (as defined below), and Executive shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in each case as determined writing. For purposes of this Agreement, the term "Cleveland Metropolitan Area" shall encompass the City of Cleveland and the territory within fifty miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Board. (d) During Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the TermCompany. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel be entitled to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereundersuch additional relocation benefits.

Position, Duties and Responsibilities. (a) During the Term, Executive will be employed by the REIT Operator and will serve as the Chief Financial Operating Officer of the REIT, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During Commencing on the TermEffective Date, the Executive will be was employed by the REIT Operator and will serve as the Chairman, President and Chief Financial Executive Officer of the REIT, reporting directly to Company and the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive has been assigned and shall have the duties, authorities be assigned such duties and responsibilities as are required by Executive’s position commensurate reasonably consistent with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, such positions and such other duties, authorities duties and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Companydeems appropriate. (b) During the Employment Term, the Executive willshall devote his entire business time, without additional compensationattention and energies to the business and interest of the Company in performing his duties and responsibilities under this Agreement, also and to that end, the Executive shall not serve on the board of directors ofof other corporations or entities without the prior approval of the Board in each case, serve except with regard to directorships of the corporations set forth on Schedule 3(b) as attached hereto and/or any subsidiary thereof; provided, that during business hours the Executive shall not devote more than 12 days per calendar year to such positions (subject to the occurrence of any extraordinary corporate event that may require, as a matter of fiduciary duty, the devotion of more time, such as an officer of, or perform unsolicited takeover bid for a public company) and that such executive and consulting services for, or on behalf of, such subsidiaries positions do not materially interfere with the proper performance of the REIT Executive’s duties and responsibilities as the Co-CEOs of the REIT or the Board may, from time to time, requestset forth in Section 3. (c) During the Term, Executive will serve the Company faithfully, diligently, and Notwithstanding anything contained in Section 3(b) to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, thatcontrary, nothing contained herein shall prohibit preclude the Executive from (i) participating in serving on the boards of directors of a reasonable number of trade associations or industry organizations in furtherance of the Company’s interestsand/or charitable organizations, (ii) engaging in charitablecharitable activities and community affairs, civic, educational or political activities, and (iii) engaging managing his personal investments and affairs, provided, that such activities do not materially interfere with the proper performance of his duties and responsibilities as set forth in passive personal investment activities for Executive and Section 3. (d) The Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s carrying out his duties to the Company and responsibilities under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by shall report directly to the Board. (de) During In the Termevent of a termination of employment of the Executive for any reason, the Executive shall perform immediately resign as a member of the services required by this Agreement at Board and as a member of each of the boards of directors of the Company’s principal offices located in DallasAffiliates upon which the Executive serves, Texas (unless the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunderBoard determines otherwise.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, the Executive will be employed by the REIT Operator and will shall serve as the Chief Financial Administrative Officer of the REIT, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) Parent and all other direct or the board of directors (the “Board of Directors” or the “Board”) indirect operating subsidiaries of the REIT. In this capacityParent, Executive shall have including the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companiesCompany, and shall perform such other duties, authorities and responsibilities duties consistent with her position as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate her from time to time that are not inconsistent by the Chief Executive Officer of the Parent or the Board. At the Parent’s request, the Executive shall serve the Parent, the Company, and/or its Subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with the Executive’s position and as Chief Administrative Officer. In the event that are consistent the Executive, during the Term of Employment, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Articles 4 through 7 hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Articles 4 through 7 hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. During her employment with the bylaws of the REITCompany, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will shall devote substantially all of Executive’s her business time and attention to the performance business and affairs of Executive’s duties hereunderthe Parent and the Company, as applicable, and shall have no other employment use her best efforts, skills and abilities to promote its interests. (including self-employment), whether b) The Executive shall be permitted to serve on corporate boards with the Chief Executive Officer’s or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the CompanyCompensation Committee’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REITconsent, which approval shall not be unreasonably withheld (togetherwithheld. In addition, the “Personal Activities”)Executive may engage in religious, in each case so charitable or other community activities as long as such services and activities are disclosed to the Personal Activities Chief Executive Officer or the Compensation Committee and do not (x) unreasonably interfere, individually or in the aggregate, aggregate interfere with the Executive’s performance of Executive’s her duties to the Company under this Agreement, (y) have an adverse impact on Parent and the Company’s business reputation; provided, that if the Executive serves on a board, committee or (z) violate similar body of any such religious, charitable or community organization or if the Restrictive Covenants (as defined below)Executive engages in teaching, speaking or writing engagements in each case as determined by connection with such activities, the BoardExecutive will receive prior written approval from the Chief Executive Officer or the Compensation Committee. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the TermTerm (as defined in Section 2), the Executive will be employed by the REIT Operator and will shall serve as the Chief Financial Officer Executive Chairman of the REITCompany’s Board of Directors (“Executive Chairman”) consistent with the by-laws of the Company, reporting directly and shall be responsible for the duties identified in Appendix I attached hereto. The Executive shall devote sufficient energies, interest, abilities and productive time to the Co-Chief affairs of the Company and to promoting its best interests, and agrees that during the Term, the Company shall be the Executive’s sole employer. Notwithstanding anything herein to the contrary, the Executive Officers shall be permitted to (the “Co-CEOs”i) or manage his personal investments, (ii) serve on the board of directors of civic and charitable organizations, and (iii) serve on the “Board board of Directors” directors of other non-competing companies in a role other than Executive Chairman, subject to obtaining written authorization in advance from the Board, which shall not be unreasonably withheld. The Executive and the Company mutually acknowledge and agree that his duties shall be generally performed from the Company’s principal executive offices in Alpharetta, Georgia or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the dutiesprincipal residence in Florida, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended required. The Executive also acknowledges that the performance of his duties hereunder may require him to travel from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, the Company agrees to nominate Executive willfor election as the Executive Chairman of the Company’s Board of Directors, without additional compensation, also serve on and the board Executive agrees to accept such nomination if elected to such position by the stockholders of directors of, the Company and to serve as an officer ofsuch during the Term without any compensation other than that specified in this Agreement. The Company agrees that during the Term, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, requestof Directors shall include the Executive in the slate for election as a director. (c) During Executive understands that the Termprovisions of any employee handbooks, Executive will serve and any and all other written statements of or regarding personnel policies, practices or procedures that are or may be issued by the Company faithfully, diligently, and to (the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, “Company Policies”) do not and shall have no other not constitute a contract of employment (including self-employment)and do not and shall not create any vested rights; and that any such provisions may be changed, whether revised, modified, suspended, canceled, or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance eliminated by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”)Company at any time, in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregateits sole discretion, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Boardwithout notice. (d) During Executive shall comply with all applicable Company Policies, which may be in effect from time to time during the Term. Copies of all such Company Policies may be examined in the Human Resource Department of the Company. If a provision in any Company Policy conflicts with this Agreement, Executive shall perform the services required by terms of this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereundershall prevail.

Position, Duties and Responsibilities. At all times during the Employment Term, the Executive shall: (a) During Hold the Termposition of the Company's highest ranking executive officer reporting to the Board, which position, at the time of this Agreement, is its President and Chief Executive will be employed Officer; (b) Have those duties and responsibilities, and the authority, customarily possessed by the REIT Operator and will serve as the Chief Financial Officer highest ranking executive officer of the REIT, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, a major corporation and such other duties, authorities and responsibilities additional duties as may reasonably be assigned to the Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that by the Board which are consistent with the bylaws position of the REIT, the limited partnership agreement President and Chief Executive Officer of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request.a major corporation; (c) During Be appointed by the TermBoard as a Director immediately upon the execution of this Agreement, and for so long as the Executive will shall serve as the Company faithfullyhighest ranking executive officer of the Company, diligentlyhe shall be nominated by the Corporate Governance and Nominating Committee and the Board for re-election as a Director at such time as the nominees are being proposed for election at the annual meeting of shareholders of the Company, as long as such nomination does not impair the proper exercise of the applicable fiduciary duties by the Committee or Board.; (d) Adhere to such reasonable written policies and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated from time to time by the Board and which are applicable to executive officers of the Company; and (e) Devote the Executive's entire business time, energy, and talent (subject to vacation time in accordance with the Company's policy applicable to executive officers, illness or injury) to the business, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the purposes and objectives, of the Company’s interests, (ii) engaging and neither directly nor indirectly act as an executive of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board. Nothing in charitablethis Agreement shall preclude the Executive from devoting reasonable periods of time to charitable and community activities or the management of the Executive's investment assets, civic, educational or political activities, (iii) engaging in passive personal investment provided such activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance do not unreasonably interfere with the performance by the Board of Directors Executive of the REITExecutive's duties hereunder. Furthermore, which approval service by the Executive on the boards of directors of up to two (2) noncompeting companies (in addition to affiliates of the Company) shall not be deemed to be a violation of this Agreement, provided such service does not unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, interfere with the performance of the Executive’s 's duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, the Executive will shall be employed by the REIT Operator and will serve as the President and Chief Financial Executive Officer of the REIT, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive Company and shall have the such duties, authorities responsibilities and responsibilities authority as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may shall be reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate determined from time to time that by the Board commensurate with his position as President and Chief Executive Officer of a publicly traded company. The Executive shall perform his services as President and Chief Executive Officer primarily from the Company’s headquarters, which are not inconsistent with currently located in Burlington, Massachusetts, or such other location approved by the Board, and travelling as required by the Executive’s position and job duties. The Executive agrees that are consistent with he will rent or purchase a residence in the bylaws vicinity of the REITCompany’s headquarters. Further, the limited partnership agreement Executive shall (i) serve on such boards of directors of subsidiaries of the Operating Company, Company and/or (ii) hold such corporate officer titles and the limited liability company agreement positions of the REIT OperatorCompany and any of its subsidiaries, each as may be amended from time requested by the Board in its sole discretion, in any such case without additional compensation therefor. The Executive, in carrying out his duties under this Agreement, shall report directly to timethe Board. During the Term of Employment, including, but not limited to, managing the affairs Company shall nominate the Executive in accordance with the terms of the Company. ’s Bylaws and its corporate governance guidelines and recommend that the Executive be elected as a member of the Board. Except as may in the future be mutually agreed by the Board and the Executive, all employees of the Company (bother than the members of the Company’s internal audit department) shall report to the Executive or one of his direct reports. During the TermTerm of Employment, subject to Section 3(b) and except for permitted vacation periods and reasonable periods of illness, the Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will shall devote substantially all of Executive’s his business time and attention to the performance of Executive’s his duties hereunder, hereunder and shall have no other employment use his reasonable best efforts, skills and abilities to promote the Company’s interests. (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained b) Nothing herein shall prohibit preclude the Executive from (i) participating in trade associations or industry organizations in furtherance continuing to serve as a director and advisor on the board of directors of the Company’s interestscorporations and entities set forth on Schedule I hereto, (ii) engaging in charitable, civic, educational or political activitiesserving on any other board of directors with the prior express written consent of the Board, (iii) engaging in passive personal investment activities for Executive serving on the boards of a reasonable number of trade associations and Executive’s family civic or charitable organizations and (iv) accepting directorships managing personal investments, so long as such activities set forth in this Section 3(b) do not conflict or similar positions, subject to approval in advance by materially interfere with the Board effective discharge of Directors of the REIT, which approval shall not be unreasonably withheld his duties and responsibilities under Section 3(a) above. (together, the “Personal Activities”), in each case c) For so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties Executive is providing services to the Company under this AgreementCompany, (y) have an adverse impact on the Company’s business reputationExecutive agrees that CG Core Value Fund, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas L.P. (the “Principal LocationFund”) shall not make any investment in (i) the Company or (ii) any entity listed on Schedule II hereto and that the Executive shall not provide services to the The Circumference Group LLC or the Fund (other than in his capacity as a board member or in order to manage his personal investments as contemplated by Section 3(b)(iv) hereof), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder).

Position, Duties and Responsibilities. The Company shall continue to employ the Executive during the Employment Period as its Executive Vice President, Chief Legal and Administrative Officer, Chief Compliance Officer and Secretary. During the Employment Period, the Executive’s principal place of employment will be his residence in New Hampshire until such time that the Company’s headquarters are relocated, at which time the Executive will be required to travel from time to time to the Company’s headquarters. During the Employment Period: (a) During the Term, Executive’s duties and responsibilities shall include such duties commensurate with such position; (b) the Executive will be employed by shall report to the REIT Operator Company’s Chief Executive Officer; (c) the Executive shall at all times comply with all applicable policies and will serve as the Chief Financial Officer procedures of the REIT, reporting directly Company and its affiliates as in effect or as amended from time to time; and (d) the Executive shall perform the duties assigned to him hereunder to the Cobest of his abilities and in the best interests of the Company and its affiliates and shall devote substantially all of his business time, attention and reasonable best efforts to the affairs of the Company and its affiliates. Notwithstanding the foregoing, the Executive may serve on one or more for-Chief Executive Officers (the “Co-CEOs”) profit or the board charitable boards of directors during the Employment Period (the “Board Service”), provided that (i) such Board Service does not, in the Company’s good faith judgment, materially interfere with the Executive’s duties and responsibilities to the Company, (ii) any such entity on whose board the Executive serves does not materially conflict with the business of Directors” the Company or any of its affiliates, and (iii) the Executive first seeks and receives the advance written approval of the Company’s Board of Directors (the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the any such board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”delayed or denied), in each case so long . The Executive shall be available to travel domestically and internationally on such occasions as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to or the Company under may reasonably require from time to time. As used in this Agreement, “affiliate” means, with respect to a given person (y) have an adverse impact on including the Company’s business reputation), any other person that owns or controls, is owned or controlled by, or (z) violate the Restrictive Covenants (as defined below)is under common ownership or control with, in each case as determined by the Boardsuch person. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, the Executive will shall be employed by the REIT Operator and will serve as the Chief Financial Executive Officer of the REIT, reporting directly to the Co-Chief Executive Officers Company (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT position or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each positions as may be amended from time agreed upon in writing by the Executive and the Company) and, subject to timethe Chairman's Duties, including, but not limited to, managing be responsible for the general management of the affairs of the Company. During the Term of Employment, the Company shall nominate the Executive for re-election as a director at each annual meeting of shareholders coinciding with the expiration of his term as a director and recommend him for re-election. If elected by the shareholders, he shall serve as a member of the Board during the Term of Employment. The Executive, in carrying out his duties under this Agreement, shall report to the Board. (b) During Subject to the TermChairman's Duties, the Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or shall perform such executive duties and consulting services for, or on behalf of, carry out such subsidiaries of the REIT responsibilities incident to his position as the Co-CEOs of the REIT or the Board may, may be determined from time to time by the Board, which shall be consistent with the duties and responsibilities customarily performed by persons in a similar executive capacity. The Executive shall devote substantially all of his business time, requestattention and skill to the performance of such duties and responsibilities, and shall use his best efforts to promote the interests of the Company. Subject to the Chairman's Duties, the Executive shall have all authority commensurate with such position, including, without limitation, authority for decisions on hiring and terminations of Company personnel. All other executive officers of the Company, except the Chief Restructuring Officer, shall report to the Executive. The Executive shall not, without the prior written approval of the Board, engage in any other business activity which is in violation of policies established from time to time by the Company. (c) During the Term, Executive will serve the Company faithfully, diligently, and Anything herein to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, thatcontrary notwithstanding, nothing contained herein shall prohibit preclude the Executive from (i) participating in serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations or industry and/or charitable organizations in furtherance (subject to the reasonable approval of the Company’s interestsBoard), (ii) engaging in charitablecharitable activities and community affairs, civic, educational or political activities, and (iii) engaging in passive managing his personal investment investments and affairs, provided that such activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, materially interfere with the proper performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s his duties and responsibilities hereunderas the Company's Chief Executive Officer.

Position, Duties and Responsibilities. (a) During the TermInterim Period, Executive will be employed by the REIT Operator and will serve as the Chief Financial Officer of the REIT, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities perform and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and discharge such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each duties as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance reasonably assigned by the Board of Directors of the REITCompany (the “Board”) to the Executive from time to time as the Interim CEO, which approval Interim President, and CFO of the Company. For the Interim Period, the Company shall cause the Executive to be appointed to the office of, and the Executive shall serve during the Interim Period as, Interim Chief Executive Officer, Interim President, and CFO of Sovereign Bank, a Federal Savings Bank and wholly-owned subsidiary of the Company (the “Bank”), unless otherwise precluded by a governing bank or regulatory authority. The Executive’s duties shall be consistent with his title and shall not be unreasonably withheld (togetheror materially changed, considering his role in the Company. During the Interim Period, the “Personal Activities”)Executive shall have the title of Interim CEO, in each case so long as Interim President and CFO of the Personal Activities do not Company, reporting directly to the Board. (xb) unreasonably interfereAt the end of the Interim Period, individually or the Executive shall cease providing services in the aggregatecapacities described in Section 3(a) hereof, and, effective as of the Transition Date, shall serve as, and with the title, offices and authority of the Senior Executive Vice President, Chief Administrative Officer and, Chief Financial Officer of the Company. The Executive’s duties shall be consistent with his title and shall not be unreasonably or materially changed, considering his role in the Company. As of the Transition Date, the Company shall also cause the Executive to be appointed to the offices of Senior Executive Vice President and Chief Administrative Officer and Chief Financial Officer of the Bank unless otherwise precluded by a governing bank or regulatory authority. Further, the Executive shall have such other executive titles as may be given to him from time to time by the Board of Directors of the Bank or of any affiliate. As of the Transition Date, the Executive shall report directly to the Chief Executive Officer. (c) The Executive agrees to devote substantially all of his business time, efforts and skills to the performance of Executive’s his duties to the Company and responsibilities under this Agreement; provided, (y) have an adverse impact however, that nothing in this Agreement shall preclude the Executive from devoting reasonable periods required for participating in professional, educational, philanthropic, or community activities or managing his personal investments or other personal business. The Executive shall be permitted to serve on the Company’s business reputationboards of directors of other corporations, or (z) violate subject to the Restrictive Covenants (as defined below), in each case as determined by prior written approval of the Board. (d) During the Term, The Executive shall perform the services required by this Agreement his duties at the Company’s principal offices of the Company located in DallasBoston, Texas (Massachusetts, but from time to time the “Principal Location”), except for Executive may be required to travel to other locations as may in the proper conduct of his responsibilities under this Agreement. The Executive shall be necessary to fulfill Executivereimbursed for all business and travel expenses in accordance with Company’s duties and responsibilities hereunderpolicies for expense reimbursement.

Position, Duties and Responsibilities. (a) During The Executive shall serve as, and with the Termtitle, office and authority of, the Chairman of the Board of Directors, President and Chief Executive will be employed by the REIT Operator and will serve as the Chief Financial Officer of the REIT, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REITCompany. In this capacity, The Executive shall have the dutiesalso hold similar titles, authorities offices and responsibilities as are required by Executive’s position commensurate authority with the duties, authorities Company's subsidiaries and responsibilities of persons in similar capacities in similarly sized companies, its successors. The Company shall use its best efforts to cause the Executive to be nominated and such other duties, authorities and responsibilities as may reasonably be assigned elected to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REITCompany (the "Board") and of its subsidiaries and its successors for the duration of the Employment Period. (b) The Executive shall have effective supervision and control over, which approval shall not be unreasonably withheld (togetherand responsibility for, the “Personal Activities”)strategic direction and general and active day-to-day leadership and management of the business and affairs of the Company and the subsidiaries of the Company, in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties subject only to the Company under this Agreementauthority of the Board, (y) and shall have an adverse impact on all of the powers, authority, duties and responsibilities usually incident to the position and office of Chairman of the Board of Directors, President and Chief Executive Officer of the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by . The Executive shall report directly to the Board. (dc) During The Executive agrees to devote substantially all of his business time, efforts and skills to the Termperformance of his duties and responsibilities under this Agreement; provided, Executive shall perform the services required by however, that nothing in this Agreement at shall preclude the Executive from devoting reasonable periods required for (i) participating in professional, educational, philanthropic, public interest, charitable, social or community activities, (ii) serving as a director or member of an advisory committee of any corporation or other entity that the Executive was serving on as of the date of the Prior Agreement or any other corporation or entity that is not in competition with the Company’s principal offices located , (iii) managing his personal investments or (iv) performing such services as are consistent with his position with Stratford Research, Inc.; provided, further, that any such activities set forth in Dallas, Texas clauses (i) through (iv) above do not materially interfere with the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s 's regular performance of his duties and responsibilities hereunder. (d) The Executive shall perform his duties at the offices of the Company located in Atlanta, Georgia, but from time to time the Executive may be required to travel to other locations in the proper conduct of his responsibilities under this Agreement.

Position, Duties and Responsibilities. (a) During the Term, Executive will be employed by the REIT Operator and will shall serve as the Chief Financial Officer of the REITCompany, reporting directly and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companiesdate hereof, and such other duties, authorities managerial duties and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operatorits affiliates, each subsidiaries or divisions as may be amended from time to time, including, but not limited to, managing assigned by the affairs President and Chief Executive Officer of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by and/or the Board of Directors of the REITCompany (the "Board") consistent with Executive's position, duties and responsibilities with the Company. Executive will report directly to the President and Chief Executive Officer of the Company, as well as to the Board. There will be no employee of the Company who shall have greater authority, responsibilities or duties than Executive with respect to matters customarily within the scope of the authority, responsibilities or duties of a chief financial officer. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request; provided, that the duties, authority and responsibilities of Executive with such subsidiaries or affiliates shall be commensurate, and in all events not less than, Executive's duties, authority and responsibilities with the Company as set forth in this Agreement. Executive's duties shall be performed principally at the Company's executive offices which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or are located in the aggregateCanton, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants Ohio Metropolitan Area (as defined below), and Executive shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in each case as determined writing. For purposes of this Agreement, the term "Canton, Ohio Metropolitan Area" shall encompass the City of Canton and the territory within fifteen (15) miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time employment at the Company's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Board. (d) During Company, one of whom shall be selected by Executive. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required to travel on behalf of the TermCompany. To the extent that any Executive relocation benefit program maintained by the Company, and in which Executive is entitled to participate, is more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall perform be entitled to such additional relocation benefits. In furtherance and not in limitation of the services required by this Agreement at foregoing, the Company acknowledges that Executive has not yet relocated his personal residence to be more proximate to the Company’s 's principal offices located executive offices. The Company agrees that should Executive determine to relocate to within the Canton, Ohio Metropolitan Area, he shall be entitled to the relocation benefits provided in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunderthis paragraph.

Position, Duties and Responsibilities. (a) During the Term, the Executive will be employed by the REIT Operator and will shall serve as the Chairman of the Board and Chief Financial Executive Officer of the REITCompany, reporting directly to with overall responsibility for the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) general management of the REITaffairs of the Company. In this capacity, The Executive shall have the duties, authorities perform such duties and carry out such responsibilities as are required by Executive’s incident to his position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate determined from time to time that are not inconsistent with Executive’s position and that are by the Board, which shall be consistent with the bylaws duties and responsibilities customarily performed by persons in a similar executive capacity. The Executive shall devote substantially all of his business time, attention and skill to the performance of such duties and responsibilities, and shall use his reasonable best efforts to promote the interests of the REITCompany. The Executive shall have all authority commensurate with such position, the limited partnership agreement including, without limitation, authority for decisions on hiring and terminations of Company personnel. All other executive officers of the Operating CompanyCompany shall report to the Executive. The Executive, and in carrying out his duties under this Agreement, shall report directly to the limited liability company agreement Board. The Executive shall not knowingly, without the prior written approval of the REIT OperatorBoard, each as may be amended engage in any other business activity which is in violation of written policies established from time to time, including, but not limited to, managing the affairs of time by the Company. (b) During the Term, the Company shall nominate the Executive willfor re-election as a director at each annual meeting of shareholders coinciding with the expiration of his term as a director and recommend him for re-election. If elected by the shareholders, without additional compensation, also serve on the board of directors of, he shall serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries a member of the REIT as Board during the Co-CEOs of the REIT or the Board may, from time to time, requestTerm. (c) During the Term, Executive will serve the Company faithfully, diligently, and Anything herein to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, thatcontrary notwithstanding, nothing contained herein shall prohibit preclude the Executive from (i) participating in serving on the boards of directors on which he currently serves and on other corporate boards or the boards of a reasonable number of trade associations or industry and/or charitable organizations in furtherance (subject to the reasonable approval of the Company’s interestsBoard), (ii) engaging in charitablecharitable activities and community affairs, civic, educational or political activities, and (iii) engaging in passive managing his personal investment investments and affairs, provided that such activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, materially interfere with the proper performance of Executive’s his duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Boardand responsibilities hereunder. (d) During the Term, The Executive shall perform the his services required by this Agreement hereunder primarily at the Company’s principal offices located 's headquarters. To that end, the Company shall provide the Executive with office space and staff at its headquarters in DallasTroy, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s Michigan that are commensurate with his position and duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the Term, the Company will employ Executive, and Executive agrees to be employed, as the President and Chief Executive Officer of SCC and Chief Executive Officer of Silvergate. In such employment capacity, Executive will be employed by the REIT Operator have such duties and responsibilities as are normally associated with such position and will serve as the Chief Financial Officer report to Boards of the REITDirectors of SCC and Silvergate, reporting directly to the Co-Chief Executive Officers respectively (the “Co-CEOs”) or the board of directors (the “Board of Directors” or together, the “Board”) of the REIT). In addition, Company agrees to cause Executive to be elected to the Board of Directors of SCC and Silvergate during the term of this capacityAgreement. During the Term, and except as set forth on Schedule 1, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to devote his entire business time, including, but not limited to, managing attention and energies to the business and affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, under this Agreement and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance to the promotion of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions. Notwithstanding the foregoing, subject to approval Section 11 below, nothing in advance by this Agreement shall be construed to limit Executive’s ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities extent that such activities do not (x) unreasonably interfere, individually or in the aggregate, materially interfere with the Executive’s performance of Executive’s his duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) hereunder. During the Term, Executive shall perform the services required by this Agreement at geographic location where Executive’s primary office will be located will be in the Company’s principal offices currently located in Dallasat ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., Texas (▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, but Executive may also work from any location Executive chooses as long as Executive has access to equipment and other resources necessary to perform Executive’s duties. Notwithstanding the “Principal Location”)foregoing, except for the Company may from time to time require Executive to travel temporarily to other locations as may be necessary on the Company’s business. At the Company’s request, Executive will serve the Company and/or its subsidiaries and affiliates in other capacities in addition to fulfill the foregoing. In the event that Executive serves in any one or more of such additional capacities, Executive’s duties and responsibilities hereundercompensation will not be increased beyond that specified in this Agreement. In addition, in the event Executive’s service in one or more of such additional capacities is terminated, Executive’s compensation, as specified in this Agreement, will not be diminished or reduced in any manner as a result of such termination for so long as Executive otherwise remains employed under the terms of this Agreement.

Position, Duties and Responsibilities. (a) During the TermEmployment Period, the Executive will shall be employed by the REIT Operator and will serve as the Chairman of the Board and Chief Financial Executive Officer of the REIT, reporting directly to Company and the Co-Chief Executive Officers Officer of Holding (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT position or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each positions as may be amended from time agreed upon in writing by the Executive and the Company). The Executive's services shall be performed in Chicago, Illinois and the Executive shall not be transferred outside that area without his consent, other than for normal business travel and temporary assignments. In addition, Executive is entering into this Agreement on the basis that, pursuant to timethe terms of the Stockholders' Agreement the Executive and a designee of the Executive shall be elected a member of the Board of Holding and the Company and, includingfollowing such election, but not limited toeach shall be nominated and recommended for election to each such Board at each annual meeting of such entity held during the Employment Period. The Executive shall report only to the Board of the Company and the Board of Holding, managing or a duly organized committee thereof, and shall be a member of any Board committee directed to formulate the affairs strategic direction to be taken by the Company or Holding. The Executive shall make, at his earliest convenience, a recommendation to the Board of the Company and Holding, or such committee, as to all strategic planning issues for the Company. (b) During the Term, The Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or shall perform such executive duties and consulting services for, or on behalf of, carry out such subsidiaries of the REIT responsibilities incident to his position as the Co-CEOs of the REIT or the Board may, may be determined from time to time by the Board of the Company, which shall be consistent with the duties and responsibilities customarily performed by persons in a similar executive capacity. Subject to periods of vacation, sick leave, and the like to which he may be entitled, the Executive shall devote all of his business time, requestattention and skill to the performance of such duties and responsibilities, and shall use his best efforts to promote the interests of the Company. (c) During the Term, Executive will serve the Company faithfully, diligently, and Notwithstanding anything to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, thatcontrary contained herein, nothing contained herein shall prohibit preclude the Executive from (i) participating in serving on the boards of trade associations or industry and/or charitable organizations in furtherance (subject to the reasonable approval of the Board of the Company’s interests), (ii) engaging in charitablecharitable activities and community affairs, civic, educational or political activities, and (iii) engaging in passive managing his personal investment investments and affairs, provided that such activities for Executive and Executive’s family individually or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities collectively do not (x) unreasonably interfere, individually or in the aggregate, interfere with the proper performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s his duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the Term, Executive will be employed by the REIT Operator and will shall serve as the Chief Financial Officer Chairman of the REITBoard of Directors of the Company, reporting directly and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companiesdate hereof, and such other duties, authorities managerial duties and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operatorits affiliates, each subsidiaries or divisions as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance assigned by the Board of Directors of the REITCompany (the "Board") consistent with Executive's position, duties and responsibilities with the Company. Executive will report directly to the Board. The Company intends that Executive will, and the Company shall use its best efforts to cause Executive to, continue to be elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request; provided, that the duties, authority and responsibilities of Executive with such subsidiaries or affiliates shall be commensurate, and in all events not less than, Executive's duties, authority and responsibilities with the Company as set forth in this Agreement. Executive's duties shall be performed principally at the Company's executive offices which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or are located in the aggregateCanton, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants Ohio Metropolitan Area (as defined below), in each case as determined by the Board. (d) During the Term, and Executive shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in writing. For purposes of this Agreement, the services term "Canton, Ohio Metropolitan Area" shall encompass the City of Canton and the territory within fifteen (15) miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residence in connection with any such relocation to which Executive has consented. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required by this Agreement at to travel on behalf of the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the TermTerm (as defined in Section 2.01 below), Executive will be employed by the REIT Operator and will shall serve as the President and Chief Financial Operating Officer of the REIT, reporting directly to Company as well as in such other positions or capacities as may be reasonably requested by the Co-Chief Executive Officers (CEO and/or the “Co-CEOs”) or the board of directors (the “Board of Directors” or Directors of Company (the “Board”) of the REIT. In this capacity, Executive and shall have the duties, authorities such duties and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companiescustomary for, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf ofwith, such subsidiaries of the REIT position(s) as the Co-CEOs of the REIT or the Board may, from time to time, request. be assigned to him. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to the CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) During the Term, Executive will serve the Company faithfully, diligently, faithfully and to the best of Executive’s ability ability. The Executive acknowledges and will agrees that he shall voluntarily resign from his service on the Board at the request of the non-executive members of the Board. The Executive also agrees to promptly execute such documents as may be reasonably requested by the Company to evidence his cessation of service on the Board. During the Term, and except for paid time off in accordance with the terms of Section 3.01(F) below or absences due to illness or incapacity, Executive shall devote substantially all of Executive’s business time time, attention, skill and attention efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether hereunder or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from inhibit or conflict with the business of Company and/or its affiliates: (i) participating engage in trade associations or industry organizations in furtherance charitable, educational, religious, civic and similar types of the Companyactivities and manage Executive’s interestspersonal investments, and (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by with the prior written consent of the Board of Directors of the REIT, which approval shall not be unreasonably withheld withheld, serve on the board of directors, managers, advisors (togetheror their equivalent) of outside business enterprises. The Parties acknowledge that the Executive currently resides in Bernardsville, New Jersey; while the “Personal Activities”)Executive will not be required to relocate his home residence, in each case so long Executive acknowledges that he shall be required to travel as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of reasonably necessary to perform Executive’s duties to the Company under this Agreementhereunder, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Boardincluding international travel. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During Employer and Officer hereby agree that, subject to the Termprovisions of this Agreement, Executive Employer will be employed by the REIT Operator employ Officer and Officer will serve Employer, as a senior manager of either IndyMac, Inc. ("IndyMac") or Employer, or a similarly structured entity in which Employer owns the Chief Financial Officer majority of the REITeconomic interest, reporting directly to as determined in the Co-Chief Executive Officers (the “Co-CEOs”) or the board sole discretion of directors (the “Board of Directors” or the “Board”) of the REITEmployer. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board Officer's role may, from time to time, request. (c) During be redefined by Employer, except that Officer shall at all times remain a senior manager. Employer agrees that Officer's duties hereunder shall be the Term, Executive will serve the Company faithfully, diligently, usual and to the best customary duties of Executive’s ability such office and will devote substantially all of Executive’s business time and attention to the performance of Executive’s such further duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, inconsistent with the performance provisions of Executive’s applicable law. Officer agrees that Employer may add to or change Officer's duties to the Company under this Agreementas business considerations dictate, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (dPresident of Employer. Officer shall have such official power and authority as shall reasonably be required to enable her to discharge her duties in the offices which she may hold. All compensation paid to Officer by Employer or any of its affiliates shall be aggregated in determining whether Officer has received the benefits provided for herein, but without prejudice to the allocation of costs among the entities to which Officer renders services hereunder. If Employer requests Officer to relocate outside of Los Angeles County, Ventura County or Orange County in connection with the relocation of Employer's headquarters, Officer shall have the option of agreeing to such relocation and the terms of this contract shall continue in full force and effect. If Officer declines to relocate, either Officer or Employer shall provide the other party with a Notice of Termination in accordance with Section 5(f) During and all of the Term, Executive shall perform the services required by rights and obligations of both parties under this Agreement at the Company’s principal offices located in Dallasshall cease upon such termination and no provisions shall survive (including, Texas (the “Principal Location”without limitation, Sections 5(d) and 8(k)), except for travel Section 8(g) and the right to enforce that provision through injunctive relief pursuant to Section 8(h). If Employer requests Officer to relocate outside of Los Angeles County, Ventura County or Orange County and Employer's headquarters are not also relocating, Officer shall have the option of agreeing to such relocation and the terms of this contract shall continue in full force and effect. If Officer declines to relocate, Employer's request to relocate shall be deemed a termination other locations as may be necessary than for Cause pursuant to fulfill Executive’s duties and responsibilities hereunderSection 5(d).

Position, Duties and Responsibilities. (a) During the TermTerm (as defined in Section 2.01 below), Executive will be employed by the REIT Operator and will shall serve as the Chief Financial Officer of the REIT, reporting directly to the Co-Chief Executive Officers Officer (the “Co-CEOsCEO”) of the Company as well as in such other positions or capacities as may be reasonably requested by the board of directors (the “Board of Directors” or Directors of Company (the “Board”) of the REIT. In this capacity, Executive and shall have the duties, authorities such duties and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companiescustomary for, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf ofwith, such subsidiaries of the REIT position(s) as the Co-CEOs of the REIT or the Board may, from time to time, request. be assigned by the Board. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to the Board, (b) comply with Company’s policies and procedures in place from time to time, and (c) During the Term, Executive will serve the Company faithfully, diligently, faithfully and to the best of Executive’s ability ability. During the Term, the Executive shall also serve without further compensation as a member of the Board. The Executive also agrees to promptly execute such documents as may be reasonably requested by the Company to evidence his cessation of service on the Board pursuant to Section 4.02(E). During the Term, and will except for paid time off in accordance with the terms of Section 3.01(F) below or absences due to illness or incapacity, Executive shall devote substantially all of Executive’s business time time, attention, skill and attention efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether hereunder or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from inhibit or conflict with the business of Company and/or its affiliates: (i) participating engage in trade associations or industry organizations in furtherance charitable, educational, religious, civic and similar types of the Companyactivities and manage Executive’s interestspersonal investments, and (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by with the prior written consent of the Board of Directors of the REIT, which approval shall not be unreasonably withheld withheld, serve on the board of directors, managers, advisors (together, or their equivalent) of outside business enterprises. The Parties acknowledge that the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or Executive currently resides in the aggregateBoston metropolitan area; while the Executive will not be required to relocate his home residence, with the performance of Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties to the Company under this Agreementhereunder, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Boardincluding international travel. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the Term, Executive will be employed by the REIT Operator and will shall serve as the Chairman of the Board, President and Chief Financial Executive Officer of the REITCompany, reporting directly and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companiesdate hereof, and such other duties, authorities managerial duties and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operatorits affiliates, each subsidiaries or divisions as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance assigned by the Board of Directors of the REITCompany (the "Board") and agreed to in writing by Executive. Executive will report directly (and solely) to the Board. The Company intends that Executive will continue to be elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request. Executive's duties shall be performed principally at the Company's executive offices which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or are located in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants New York City Metropolitan Area (as defined below), and Executive shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in each case as determined writing. For purposes of this Agreement, the term "New York City Metropolitan Area" shall encompass the City of New York and the territory within fifty miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. To the extent that any executive relocation benefit program maintained by the Board. (d) During Company, and in which Executive is entitled to participate, is more favorable to Executive than the Termprovisions of this Agreement with respect to relocation, Executive shall perform the services be entitled to such additional relocation benefits. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required by this Agreement at to travel on behalf of the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the Term, Executive Service Provider will be employed engaged as a Service Provider by the REIT Operator and will cause Mi▇▇▇▇▇ ▇▇▇▇▇ (the “Executive”) to serve as the Chief Financial Legal Officer and Secretary of the REIT, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) Officer, and Executive’s title will be Chief Legal Officer of the REIT. In this capacity, Service Provider and Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT Chief Executive Officer or the Board of Directors shall designate from time to time that are not inconsistent with Executive’s such position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating CompanyPartnership, and the limited liability company operating agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Service Provider will cause Executive willto, without additional compensation, also serve on the board of directors of, serve as an officer of, or and/or perform such executive and consulting legal services for, or on behalf of, such subsidiaries of the REIT Company as the Co-CEOs of the REIT or the Board Chief Executive Officer may, from time to time, request. (c) During the Term, Service Provider will cause the Executive will to serve the Company faithfully, diligently, and to the best of Executive’s his ability and will devote substantially all of Executive’s his business time and attention to the performance of Executive’s his duties hereunder, and shall have no other employment (including self-employmentunless approved by the Chief Executive Officer), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive himself and Executive’s family his family, (iv) devoting time as he determines in good faith to be necessary or appropriate to fulfill his duties to Bluerock Real Estate, LLC and its affiliates (“Bluerock”), or (ivv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of ExecutiveService Provider’s duties to the Company under this Agreement or the restrictive covenants set forth in Section 10 of this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Service Provider shall cause Executive shall to perform the services required by this Agreement at the Company’s principal offices located in DallasNew York, Texas New York (the “Principal Location”), except for travel to other locations as may be necessary to fulfill ExecutiveService Provider’s duties and responsibilities hereunder. (e) During the Term, Service Provider will be an independent contractor and neither it nor Executive shall be an agent or employee of the Company; however, Executive personally joins this Agreement to acknowledge and agree that (i) the services provided by Service Provider hereunder will be personally overseen by Executive and (ii) Executive will be personally bound by the obligations set forth in Sections 8, 9, 10, 11 and 18 of this Agreement.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, Executive will be employed by the REIT Operator and will serve as the Executive Vice President and Chief Financial Officer of the REITOperating Officer, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) Officer of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs Chief Executive Officer of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership liability company agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the TermTerm of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or and/or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs Chief Executive Officer of the REIT or the Board may, from time to time, request. (c) During the TermTerm of Employment, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employmentunless approved by the Chief Executive Officer of the REIT), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REITREIT (the “Board of Directors” or the “Board”), which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, Agreement or (z) violate the Restrictive Covenants (as defined below), restrictive covenants set forth in each case as determined by the BoardSection 6 of this Agreement. (d) During the TermTerm of Employment, Executive shall perform the services required by this Agreement at the Company’s principal offices located in DallasRochester, Texas New York (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During It is contemplated that during the Term, Period of Employment Executive will be employed by the REIT Operator and will serve as the Chief Financial Executive Officer and Chairman of the REITBoard of Directors of the Company, its successors and assigns, with office(s) and title(s), reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacityresponsibility, Executive shall have the duties, authorities other responsibilities importance and scope, and with the functions, duties and responsibilities as are required by Executive’s position commensurate with the duties, authorities attached thereto and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate same may be changed, in writing, from time to time that are not inconsistent with Executive’s position and that are consistent with after the bylaws date of the REIT, the limited partnership this Agreement by mutual agreement of the Operating Companyparties. Notwithstanding the foregoing, the parties further agree that they shall be deemed to have mutually agreed to a change in office(s), title(s), reporting responsibility, duties and responsibilities, at any time, if such change shall have been assigned by the Board of Directors of the Company and Executive, shall have agreed in writing in advance to such change, and provided that in all events the limited liability company agreement of the REIT Operator, each as may salaries and benefits reserved to Executive shall not be amended from time to time, including, but not limited to, managing the affairs of the Companyreduced or compromised in any manner. (b) During the TermExecutive's office(s), Executive willtitle(s), without additional compensationreporting responsibility, also serve on the board of directors of, serve duties and responsibilities as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as date of this Agreement, may not be changed after the Co-CEOs date of this Agreement without the REIT or the Board may, from time to time, requestwritten consent of Executive. (c) During the TermPeriod of Employment Executive shall, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no without compensation other employment than that herein provided (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by unless the Board of Directors of the REITCompany shall assign an additional salary for said continued service), which approval also serve and continue to serve, if and when elected and re-elected, as an officer or director, or both, of any subsidiary, division or affiliate of the Company, provided Executive shall not be unreasonably withheld (togetherobliged to relocate from the Midland, the “Personal Activities”), in each case so long as the Personal Activities do Texas area and shall not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to incur any personal liabilities therefore that the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, does not bond or (z) violate the Restrictive Covenants (as defined below), insure against in each case as determined by the Boardamounts satisfactory to Executive. (d) During Throughout the Term, Period of Employment Executive shall perform devote his primary time and attention during normal business hours to the services required by business and affairs of the Corporation except for reasonable vacations and except for illness or incapacity, but nothing in this Agreement shall preclude Executive from devoting reasonable periods required for i) serving as a director of any business, corporation involving no conflict of interest with the interest of the Corporation; (ii) delivering lectures, fulfilling speaking engagements, teaching at educational institutions; (iii) engaging in charitable and community activities; and (iv) managing investments, provided that such activities do not materially interfere with the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s regular performance of his duties and responsibilities hereunderunder this Agreement. (e) Unless otherwise agreed to by Executive, the office of Executive shall be located at the principal offices of the Company within the area of Midland, Texas and Executive shall not be required to locate his office elsewhere without his prior written consent. Executive shall not be required to travel outside the Midland, Texas area more than 60 days per annum.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, Executive will be employed full time by the REIT Operator and will serve as the President and Chief Financial Investment Officer of the REIT, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REITOfficer. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board Chief Executive Officer shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, REIT and the limited liability company agreement agreements of the Operating Company and the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the TermTerm of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or and/or perform such executive and consulting services for, or on behalf of, the REIT and such subsidiaries Subsidiaries of the REIT as the Co-CEOs of the REIT or the Board Chief Executive Officer may, from time to time, reasonably request. (c) During the TermTerm of Employment, Executive will serve the Company faithfully, diligently, and to the best of Executive’s his ability and will devote substantially all of Executive’s his business time and attention to the performance of Executive’s his duties hereunder, and shall have no other employment (including self-employmentunless approved by the Board of Directors of the REIT (the “Board”), whether or not such activity is engaged in for pecuniary profit); provided, thathowever, that nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive himself and Executive’s his family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement or the restrictive covenants set forth in Section 9 of this Agreement. For the avoidance of doubt, (y) have an adverse impact on the Company’s business reputationparticipation in any active manner, whether or (z) violate the Restrictive Covenants (as defined below)not during work hours, in each case as determined by a J▇▇▇▇▇▇▇ Family Business described in Section 9, including, without limitation, sourcing, modeling, underwriting, and seeking financing for or with respect to any self-storage facility, during the BoardExecutive’s Term of Employment shall not be a permitted Personal Activity. (d) During the TermTerm of Employment, Executive shall perform the services required by this Agreement at the Company’s principal offices located in DallasPhiladelphia, Texas Pennsylvania (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During The Executive shall serve as, and with the Termtitle, offices and authority of the Senior Executive will be employed by the REIT Operator and will serve as the Vice President, Chief Administrative Officer and, Chief Financial Officer of the REITCompany. The Executive’s duties shall be consistent with his title and shall not be unreasonably or materially changed, reporting directly considering his role in the Company. The Company shall also cause the Executive to be appointed to the Cooffices of Senior Executive Vice President and Chief Administrative Officer and Chief Financial Officer of Sovereign Bank, a Federal Savings Bank and wholly-Chief Executive Officers owned subsidiary of the Company (the “Co-CEOsBank”) ), unless otherwise precluded by a governing bank or regulatory authority. Further, the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities executive titles as may reasonably be assigned given to Executive as the Co-CEOs of the REIT or the Board shall designate him from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld Bank (together, the “Personal ActivitiesBoard”)) or of any affiliate. The Executive shall report directly to the Chief Executive Officer. (b) The Executive agrees to devote substantially all of his business time, in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with efforts and skills to the performance of Executive’s his duties to the Company and responsibilities under this Agreement; provided, (y) have an adverse impact however, that nothing in this Agreement shall preclude the Executive from devoting reasonable periods required for participating in professional, educational, philanthropic, or community activities or managing his personal investments or other personal business. The Executive shall be permitted to serve on the Company’s business reputationboards of directors of other corporations, or (z) violate subject to the Restrictive Covenants (as defined below), in each case as determined by prior written approval of the Board. (dc) During the Term, The Executive shall perform the services required by this Agreement his duties at the Company’s principal offices of the Company located in DallasBoston, Texas (Massachusetts, but from time to time the “Principal Location”), except for Executive may be required to travel to other locations as may in the proper conduct of his responsibilities under this Agreement. The Executive shall be necessary to fulfill Executivereimbursed for all business and travel expenses in accordance with Company’s duties and responsibilities hereunderpolicies for expense reimbursement.

Position, Duties and Responsibilities. (a) During the Term, the Executive will shall be employed by the REIT Operator Company and will shall serve the Company as the Chief Financial Officer Senior Vice President of the REIT, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REITBusiness Development. In this capacity, The Executive shall have the duties, authorities such duties and responsibilities as are required by Executive’s position commensurate with the dutiesincident to, authorities and responsibilities of persons or reasonably requested in similar capacities in similarly sized companiesconnection with, and such positions, as well as such other duties, authorities comparable duties and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, agreed upon by him and the limited liability company agreement Chief Executive Officer of Digi and/or Digi's Board of Directors ("Digi's BOD"). The Executive shall report to the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs Chief Executive Officer of the CompanyDigi. (b) During the Term, the Executive willshall serve the Company faithfully, diligently and to the best of the Executive's ability, and shall devote substantially all of his business time and efforts to such service. The Executive also shall not engage in any other business activity without additional compensationthe written consent of the Chief Executive Officer of Digi, also except that the Executive may (i) carry on charitable, civic, or other not-for-profit activities or (ii) manage his personal investments, provided that none such activities conflict with the Executive's duties under this Agreement and the Non-Disclosure, Proprietary Rights and Non-Solicitation Agreement entered into between the Executive and the Company dated May 2, 2000 (the "Nondisclosure Agreement"). If the Executive shall be elected to other offices of the Company, Digi or any of their affiliates, and if the Executive shall in his sole discretion accept in writing the election to such offices, he shall serve on in such positions without further compensation than provided for in this Agreement. Notwithstanding the board of directors offoregoing, the Executive agrees to serve as an officer of, or perform a director of Digi without compensation (other than reimbursement for expenses in connection with attendance at meetings in accordance with Digi's policies) until such executive and consulting services for, or on behalf of, such subsidiaries of the REIT time as the Co-CEOs Executive shall become an Outside Director of Digi (as defined in Digi's 2000 Omnibus Stock Plan), at which time he will be entitled to receive compensation from Digi as an Outside Director generally applicable to other Outside Directors. The Executive shall perform his services under this Agreement primarily from his home office and at such locations as may be required by the REIT or the Board may, Company from time to time, requestbut the Company will not require the Executive to permanently relocate to an office more than 50 miles from the Company's Waltham, Massachusetts, office. The Company shall pay or reimburse the Executive for all reasonable business expenses associated with maintaining his home office. (c) During The Executive agrees to comply with the Term, Executive will serve policies and procedures of the Company faithfullyapplicable to its U.S. employees generally from time to time that are in force (which may be amended, diligentlyrevised or supplemented at any time in the Company's and/or the Company's Board of Directors' ("Company's BOD") sole discretion), and provided, however, that to the best extent there is a conflict between the terms of Executive’s ability this Agreement and will devote substantially all of Executive’s business time the policies and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance procedures of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance terms of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereundershall govern unless otherwise specified herein.

Position, Duties and Responsibilities. (a) During the Term, the Company will employ Executive, and Executive will agrees to be employed by employed, as Executive Vice President and General Counsel under the REIT Operator terms and will serve as the Chief Financial Officer of the REIT, reporting conditions contained herein. Executive shall report directly to the Co-Company’s President and Chief Executive Officers (Officer. Executive's employment with the Company is and shall remain “Co-CEOs”) at will” and, therefore, subject to the termination provisions contained in Section 8 hereof, the Company or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the dutiesright at any time, authorities for any reason or no reason at all, to terminate Executive's employment with the Company upon written notice to the other party. During the Term, Executive's duties and responsibilities as are required by Executive’s position shall include, without limitation, those duties commensurate with the dutieshis or her title and position, authorities as well as those additional duties and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as which the Company may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time assign to Executive. In acting in the Company's behalf, Executive shall observe and be governed by all of the Company's rules and policies as established by the Company from time to time in the Company's sole discretion. Executive shall be employed on a full-time basis, which shall mean that are Executive is expected to devote approximately forty (40) hours per week to his or her work, or as needed to complete his or her duties. Executive is expected to be reasonably available to the Company for business purposes between the hours of 8 am to 5 pm (local time), Monday through Friday, except as agreed by the Company. As an exempt employee, Executive shall not inconsistent be paid additional compensation for overtime or excessive work hours. Executive shall not keep time records, but shall be required to record absences for illness, personal time off, or other periods in which Executive is not performing work for the Company. At all times during the Term, Executive shall use his or her best efforts, skills, judgment and abilities, and shall at all times promote the Company's interests and perform and discharge well and faithfully those duties. Executive shall devote Executive's full and exclusive business time, attention and energies to the Company's business in accordance with Executive's anticipated schedule and duties hereunder. Except as otherwise set forth on Schedule 1 hereto, at no time during the Term shall Executive directly or indirectly engage in any activity that could or does materially interfere with or adversely affect Executive's performance of Executive's duties under this Agreement, or compete with or damage in any way the business of the Company. Notwithstanding the foregoing, subject to Section 11 below, nothing in this Agreement shall be construed to limit Executive’s ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the extent that such activities do not materially interfere with Executive’s position and that are consistent with the bylaws performance of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) his or her duties hereunder. During the Term, the geographic location where Executive’s primary office will be located and where Executive willshall primarily carry out Executive’s duties will be in the Company’s principal offices currently located at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, without additional compensation▇▇▇▇▇▇▇▇, also serve on ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Notwithstanding the board of directors offoregoing, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, Company may from time to time, time require Executive to travel temporarily to other locations on the Company’s business. At the Company’s request. (c) During the Term, Executive will serve the Company faithfully, diligently, and/or its subsidiaries and affiliates in other capacities in addition to the best foregoing. In the event that Executive serves in any one or more of such additional capacities, Executive’s ability and compensation will devote substantially all of not be increased beyond that specified in this Agreement. In addition, in the event Executive’s business time and attention to the performance service in one or more of such additional capacities is terminated, Executive’s duties hereundercompensation, and shall have no other employment (including self-employment)as specified in this Agreement, whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall will not be unreasonably withheld (together, the “Personal Activities”), diminished or reduced in each case any manner as a result of such termination for so long as Executive otherwise remains employed under the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance terms of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the TermTerm (as defined in Section 2), the Executive will be employed by the REIT Operator and will shall serve as the Chief Financial Executive Officer (CEO) and President of the REIT, reporting directly to Company consistent with the Coby-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) laws of the REIT. In this capacityCompany, Executive and shall have be responsible for the dutiesduties identified in the attached Appendix I, authorities and responsibilities such other duties as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, attendant to such offices and such other duties, authorities managerial duties and responsibilities as may reasonably be assigned to Executive as with the Co-CEOs of the REIT Company, its affiliates, subsidiaries or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are divisions consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each such positions as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance assigned by the Board of Directors of the REITCompany (the “Board”). The Executive shall devote his full energies, interest, abilities and productive time to the business and affairs of the Company and to promoting its best interests, and agrees that during the Term, the Company shall be the Executive’s sole employer. Notwithstanding anything herein to the contrary, the Executive shall be permitted to (i) manage his personal investments, (ii) serve on the board of directors of civic and charitable organizations, and (iii) serve on the board of directors of one non-competing company, in a role other than Chairman, subject to obtaining written authorization in advance from the Board, which approval shall not be unreasonably withheld (togetherwithheld. The Executive and the Company mutually acknowledge and agree that his duties shall be performed from the Atlanta, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually Georgia metropolitan area or another metropolitan area in the aggregateUnites States mutually acceptable to the Executive and the Board provided, with however, that for the first six (6) months from the Employment Date, his duties will be performed from the Company’s current principal offices in Maryland or at such other places, including the Executive’s principal residence in Florida, as shall be initially necessary according to the needs, business and opportunities of the Company. The Executive also acknowledges that the performance of his duties hereunder may require substantial travel from time to time. (b) The Company agrees to nominate Executive for election, and the Executive agrees to accept such nomination, to serve as a director of the Company during the Term without any compensation therefor other than that specified in this Agreement if elected to such position by the stockholders of the Company. The Company agrees that during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. Upon termination of the Executive’s duties employment for any reason, Executive agrees to promptly tender his resignation as a director of the Company under this Agreement, (y) have and as an adverse impact on officer and director of any subsidiary of the Company’s business reputation. (c) Executive understands that the provisions of any employee handbooks, personnel manuals and any and all other written statements of or regarding personnel policies, practices or procedures that are or may be issued by the Company (the “Company Policies”) do not and shall not constitute a contract of employment and do not and shall not create any vested rights; and that any such provisions may be changed, revised, modified, suspended, canceled, or (z) violate eliminated by the Restrictive Covenants (as defined below)Company at any time, in each case as determined by the Boardits sole discretion, with or without notice. (d) During Executive shall comply with all applicable Company Policies, which may be in effect from time to time during the Term. Copies of all such Company Policies may be examined in the Human Resource Department of the Company. If a provision in any Company Policy conflicts with this Agreement, Executive shall perform the services required by terms of this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereundershall prevail.

Position, Duties and Responsibilities. (a) During the Term, Executive will be employed by the REIT Operator and will shall serve as the Chief Financial Executive Officer of the REIT, reporting directly Corporation responsible for the duties attendant to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, such office and such other duties, authorities managerial duties and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REITCorporation, the limited partnership agreement of the Operating Companyits affiliates, and the limited liability company agreement of the REIT Operator, each subsidiaries or divisions as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance assigned by the Board of Directors of the REITCorporation. The Board of Directors shall also appoint the executive to be a member of the Board of Directors and Executive agrees to serve as such. (b) Executive will devote all his business time and attention to the business and affairs of the Corporation and its subsidiaries consistent with his position and shall faithfully perform his duties to the best of his ability and in accordance with the direction and orders of the Board of Directors of the Corporation. Nothing herein, which approval however, shall preclude Executive from engaging in charitable and community affairs, or giving attention to Executive's investments, or by serving on the Board of Directors of a for-profit corporation to the extent that this service is not detrimental to the Corporation and the Board of Directors of the Corporation has consented thereto (such consent not to be unreasonably withheld (together, the “Personal Activities”withheld), in each case so long as the Personal Activities provided that such activities do not (x) unreasonably interfere, individually or in the aggregate, interfere with the performance of his duties and responsibilities enumerated herein, and provided further, that the Board of Directors of the Corporation may annually review the Executive’s duties 's service on other Boards of Directors and remove its consent thereto annually. (c) Except as otherwise specifically stated herein, Executive shall be subject to all of the Company under requirements and provisions described in the Corporation's employee handbook or personnel manual and the policies of corporate governance established by the Board of Directors, as they may be amended from time-to-time. If a provision in any policy conflicts with this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Boardterms of this Agreement shall prevail. (d) During Following any termination of the TermExecutive's employment, upon the request of the Corporation, the Executive shall perform reasonably cooperate with the services required by this Agreement at Corporation in all matters relating to the Company’s principal offices located in Dallas, Texas (winding up of pending work on behalf of the “Principal Location”), except for travel Corporation and the orderly transfer of work to other locations employees of the Corporation. The Executive shall also reasonably cooperate in the defense of any action brought by any third party against the Corporation that relates in any way to the Executive's acts or omissions while employed by the Corporation. The Corporation shall reimburse the Executive for his reasonable out-of-pocket costs, and lost wages, if any, as may be necessary to fulfill Executive’s duties and responsibilities hereunderpermitted by law, incurred in cooperating with the Corporation.

Position, Duties and Responsibilities. (a) During Commencing on the TermEffective Date, Executive will shall be employed by the REIT Operator and will serve as the Chief Financial Operating Officer of the REIT, reporting directly to the Co-Chief Executive Officers Company (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company"COO"). (b) During Conditioned upon his continued employment and the Termsatisfaction of the Board with Executive's performance and development, the Board shall appoint Executive as the Chief Executive Officer ("CEO") of the Company on a date that is no later than 30 months after the Effective Date, such appointment to be effective no later than six (6) months following the date of the Board's action. If he is employed by the Company as of such date, but the Board has not voted to appoint Executive to be CEO on or before the date that is 30 months from the Effective Date, Executive willmay terminate this Agreement and be entitled to the same benefits due to him as a result of a voluntary termination with Good Reason, without additional compensationas described in Section 10(d) of this Agreement. Upon his appointment as CEO, also serve on in addition to his duties as COO, Executive shall assume responsibility for the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries operational responsibilities of the REIT outgoing chief executive officer, except that for a period of twelve (12) months following such appointment the Company's financial and legal functions shall continue to report directly to the outgoing chief executive officer in his capacity as the Co-CEOs Chairman of the REIT or Board (the Board may"Chairman"), from time thereafter the Chairman shall transfer such direct line reporting responsibility for these functions to time, requestthe Executive. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of The Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s carrying out his duties to the Company under this Agreement, (y) have an adverse impact on shall report to the Company’s business reputationthen current chief executive officer of the Company and the Board, or (z) violate the Restrictive Covenants (until such time as defined below)he is appointed CEO. Thereafter, in each case as determined by Executive shall report directly to the Board. (d) During In the Termevent of a termination of employment of the Executive for any reason, the Executive shall perform immediately resign as a member of the services required by Board of the Company and each of its subsidiaries. (e) The parties understand and agree that if the Executive is appointed CEO, the Executive and the Company will negotiate and enter into a new Agreement, and the terms of this Agreement at with respect to compensation, stock options and benefits will no longer be controlling; provided that, without limiting in any way the Company’s principal offices located in Dallasforegoing provision, Texas (the “Principal Location”)parties agree that the negotiations contemplated herein shall specifically include negotiation over the last clause of the last sentence of Section 3(b) above, except for travel to other locations as may be necessary to fulfill Executive’s duties including the scope and responsibilities hereunderduration of the provision contained therein.

Position, Duties and Responsibilities. (a) During the Term, Executive will be employed by the REIT Operator and will serve as the Chief Financial Officer of the REIT, reporting directly to the Co-Chief Executive Officers Officer and President (the “Co-CEOsCEO”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs CEO of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs CEO of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During Commencing on the TermEffective Date and continuing for the first three years of the Employment Period, the Executive will shall be employed by the REIT Operator and will serve as the Chairman of the Board, President and Chief Financial Executive Officer of the REIT, reporting directly to Company and be responsible for the Co-Chief Executive Officers (the “Co-CEOs”) or the board general management of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) . During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries remainder of the REIT Employment Period, the Executive shall be employed as the Conon-CEOs executive Chairman of the REIT or Board of the Board may, Company and shall have such duties and responsibilities for the management of the Company as shall be assigned to him from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REITCompany; provided that such duties and responsibilities shall not be inconsistent with those that could reasonably be expected to be performed by a part-time senior executive of a major corporation. The Executive has heretofore been elected as a member of the Board of Directors of the Company. The Executive, in carrying out his duties under this Agreement, shall report to the Board. During the Initial Term, the Executive shall devote his full business time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote its interests. During the remainder of the Term of Employment, the Executive shall devote one-half of his business time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote its interests. (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations subject to the approval of the Board in each case (which approval has been given as to the boards on which the Executive is currently serving as a director), which approval shall not be unreasonably withheld withheld, (togetherii) serving, to the “Personal Activities”)extent consistent with past practice, on the boards of a reasonable number of educational and/or charitable organizations, (iii) engaging in each case so long as the Personal Activities charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not (x) unreasonably interfere, individually or in the aggregate, materially interfere with the proper performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s his duties and responsibilities hereunderunder Section 3(a).

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, Executive will be employed by the REIT Operator and will serve as the Executive Vice President and Chief Financial Officer of the REIT, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) Officer of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs Chief Executive Officer of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership liability company agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the TermTerm of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or and/or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs Chief Executive Officer of the REIT or the Board may, from time to time, request. (c) During the TermTerm of Employment, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employmentunless approved by the Chief Executive Officer of the REIT), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REITREIT (the “Board of Directors” or the “Board”), which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, Agreement or (z) violate the Restrictive Covenants (as defined below), restrictive covenants set forth in each case as determined by the BoardSection 6 of this Agreement. (d) During the TermTerm of Employment, Executive shall perform the services required by this Agreement at the Company’s principal offices located in DallasRochester, Texas New York (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, Executive will continue to be employed full time by the REIT Operator Company and will serve as the Executive Vice President and Chief Financial Officer Investment Officer, responsible for the Acquisitions, Investment Management and Credit Divisions of the REITCompany, and reporting directly to the Co-Chief Executive Officers Officer of the Company (the “Co-CEOsCEO”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT). In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board CEO shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Companyposition. (b) During the TermTerm of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or and/or perform such executive and consulting services for, or on behalf of, the REIT and such subsidiaries Subsidiaries of the REIT as the Co-CEOs Board of Directors of the REIT (the “Board”) or the Board CEO may, from time to time, reasonably request. (c) During the TermTerm of Employment, Executive will serve the Company faithfully, diligently, and to the best of Executive’s his ability and will devote substantially all of Executive’s his business time and attention to the performance of Executive’s his duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profitunless approved by the Board; provided, thathowever, nothing contained herein shall prohibit that Executive from may (i) participating participate in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging engage in charitable, civic, educational or political activities, ; (iii) engaging engage in passive personal investment activities for Executive himself and Executive’s family his family; or (iv) accepting accept directorships or similar positions, subject to approval which directorships or similar positions must be approved in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld CEO (together, the “Personal Activities”)), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement or the restrictive covenants set forth in Section 9 of this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the TermTerm of Employment, Executive shall perform the services required by this Agreement at the Company’s principal offices located in DallasTampa, Texas Florida (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) You shall be the President and CEO of the Company and shall in such capacity report directly to the Company’s Board of Directors (the “Board”). Your duties and responsibilities will be determined from time to time by the Board, and will be consistent with your position as President and Chief Executive Officer. You will carry out your duties and responsibilities based primarily at the Company’s headquarters in Princeton, New Jersey. (b) After commencement of employment with the Company, you shall be appointed as a Class II member of the Board of Directors serving until the 2008 Annual Meeting of Shareholders and shall serve on such committees of the Board as elected or appointed by the Board. If the Nominating and Corporate Governance Committee, in its sole discretion, recommends to the Board to change the current governance structure to permit the Chief Executive Officer to also serve as Chairman of the Board and the Board adopts such a recommendation, you will receive strong consideration to be nominated as Chairman of the Board. (c) You shall devote your full business time, ability and attention to the business of the Company, and shall not engage in or perform duties for any other person or entity which interferes with the performance of your duties hereunder. It is desirable for you to hold board of director positions on outside civic organizations, and reasonable time will be made available to fulfill your duties in that regard as long as those activities do not interfere significantly with the performance of your duties hereunder. Any outside commercial board of directors’ positions will be subject to approval by the Board or the Nominating and Corporate Governance Committee, as the case may be. You agree to abide by the decisions made by the Nominating and Corporate Governance Committee in this regard. (d) You agree to sign the Company’s standard proprietary information agreement for employees which is included as Appendix A. (e) During the Term, Executive will be employed as defined in Section 7(a) below, and for twelve (12) months thereafter, or, if employment is terminated by either party for any reason prior to the REIT Operator and will serve as the Chief Financial Officer end of the REITTerm as defined in Section 7(a), reporting directly to for twelve (12) months following such termination, without the Co-Chief Executive Officers (consent of the “Co-CEOs”) or Nominating and Corporate Governance Committee of the board of directors (the “Board of Directors” , you may not: (i) directly or indirectly engage in, or have any interest in, any business (whether as employee, officer, director, agent, a five percent (5%) or greater security holder, creditor, consultant, or otherwise) that competes directly with the “Board”) business of the REIT. In this capacityCompany (as such business may exist during the Term); or (ii) whether for yourself or on behalf of any other person or company, Executive shall have directly or indirectly, solicit orders for the dutiescreation of antibodies in transgenic animals from any person or company, authorities and responsibilities as are required by Executive’s position commensurate with who at any time within the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned year prior to Executive as the Co-CEOs end of the REIT Term was a licensee, collaborator or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs customer of the Company.; or (biii) During directly or indirectly induce or solicit any other employee of the Term, Executive will, without additional compensation, also serve on Company to terminate his or her employment with the board Company for the purpose of directors of, serve joining another company in which you have an interest (whether as an officer ofemployee, officer, director, agent, a five percent (5%) or greater security holder, creditor, consultant, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employmentotherwise), whether or not such activity is engaged in for pecuniary profit; provided, however, that, nothing contained herein shall prohibit Executive from (iiv) participating if a Change in trade associations or industry organizations in furtherance Control of the Company occurs that was not recommended to the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities shareholders for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Incumbent Board of Directors of the REIT, which approval shall not be unreasonably withheld (togetherand your employment is terminated without Cause or by you for Good Reason, the “Personal Activities”restrictions on future activities described above in Section 1(e)(i), 1(e)(ii) and 1(e)(iii) will lapse immediately upon your termination. You acknowledge that there may be circumstances in each case so long as the Personal Activities do not (xwhich your breach of any covenant set forth in this Section 1(e) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties could cause harm to the Company under which may not be compensable by monetary damages alone, and which could potentially entitle the Company to injunctive relief. However, by acknowledging this Agreementpossibility, (y) have an adverse impact on you are not agreeing to waive your right to require the Company’s business reputation, or (z) violate the Restrictive Covenants (Company to meet its evidentiary burdens as defined below), required by law in each case as determined any cause of action brought by the BoardCompany seeking such injunctive relief. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. At all times during the Employment Term, the Executive shall: (a) During Hold the Termposition of the Company’s highest ranking executive officer reporting to the Board, which position, at the time of this Agreement, is its President and Chief Executive will be employed Officer; (b) Have those duties and responsibilities, and the authority, customarily possessed by the REIT Operator and will serve as the Chief Financial Officer highest ranking executive officer of the REIT, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, a major corporation and such other duties, authorities and responsibilities additional duties as may reasonably be assigned to the Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that by the Board which are consistent with the bylaws position of the REIT, the limited partnership agreement President and Chief Executive Officer of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request.a major corporation; (c) During Continue as a Director immediately upon the Termexecution of this Agreement, and for so long as the Executive will shall serve as the highest ranking executive officer of the Company, he shall be nominated by the Corporate Governance and Nominating Committee (or its successor) and the Board for re-election as a Director at such time as nominees are being proposed for election at the annual meeting of shareholders of the Company faithfullyas long as such nomination does not impair the proper exercise of the applicable fiduciary duties by such Committee or the Board; (d) Adhere to such reasonable written policies and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, diligentlyas may be promulgated from time to time by the Board and which are applicable to executive officers of the Company; and (e) Devote the Executive’s entire business time, energy, and talent (subject to vacation time in accordance with the Company’s policy applicable to executive officers, illness or injury) to the business, and to the best furtherance of the purposes and objectives, of the Company, and neither directly nor indirectly act as an executive of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board. Nothing in this Agreement shall preclude the Executive from devoting reasonable periods of time to charitable and community activities or the management of the Executive’s ability and will devote substantially all of Executive’s business time and attention to investment assets, provided such activities do not unreasonably interfere with the performance by the Executive of the Executive’s duties hereunder. Furthermore, and shall have no other employment service by the Executive on the boards of directors of up to two (including self-employment), whether or not such activity is engaged 2) noncompeting companies (in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance addition to affiliates of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be deemed to be a violation of this Agreement, provided such service does not unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, interfere with the performance of the Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During Employer and Officer hereby agree that, subject to the Termprovisions of this Agreement, Executive Employer will be employed by the REIT Operator employ Officer and Officer will serve Employer, as a senior manager of either IndyMac Mortgage Holdings, Inc. ("NDE") or Employer, or a similarly structured entity in which NDE owns the Chief Financial Officer majority of the REITeconomic interest, reporting directly to as determined in the Co-Chief Executive Officers (the “Co-CEOs”) or the board sole discretion of directors (the “Board of Directors” or the “Board”) of the REITEmployer. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board Officer's role may, from time to time, request. (c) During be redefined by Employer, except that Officer shall at all times remain a senior manager. Employer agrees that Officer's duties hereunder shall be the Term, Executive will serve the Company faithfully, diligently, usual and to the best customary duties of Executive’s ability such office and will devote substantially all of Executive’s business time and attention to the performance of Executive’s such further duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, inconsistent with the performance provisions of Executive’s applicable law. Officer agrees that Employer may add to or change Officer's duties to the Company under this Agreementas business considerations dictate, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (dPresident of Employer. Officer shall have such official power and authority as shall reasonably be required to enable him to discharge his duties in the offices which he may hold. All compensation paid to Officer by Employer or any of its affiliates shall be aggregated in determining whether Officer has received the benefits provided for herein, but without prejudice to the allocation of costs among the entities to which Officer renders services hereunder. If Employer requests Officer to relocate outside of Los Angeles County, Ventura County or Orange County in connection with the relocation of Employer's headquarters, Officer shall have the option of agreeing to such relocation and the terms of this contract shall continue in full force and effect. If Officer declines to relocate, either Officer or Employer shall provide the other party with a Notice of Termination in accordance with Section 5(f) During and all of the Term, Executive shall perform the services required by rights and obligations of both parties under this Agreement at the Company’s principal offices located in Dallasshall cease upon such termination and no provisions shall survive (including, Texas (the “Principal Location”without limitation, Sections 5(d) and 8(k)), except for travel Section 8(g) and the right to enforce that provision through injunctive relief pursuant to Section 8(h). If Employer requests Officer to relocate outside of Los Angeles County, Ventura County or Orange County and Employer's headquarters are not also relocating, Officer shall have the option of agreeing to such relocation and the terms of this contract shall continue in full force and effect. If Officer declines to relocate, Employer's request to relocate shall be deemed a termination other locations as may be necessary than for Cause pursuant to fulfill Executive’s duties and responsibilities hereunderSection 5(d).

Position, Duties and Responsibilities. (a) During The Executive shall serve as, and with the Termtitle, offices and authority of the President and Chief Executive will be employed by the REIT Operator and will serve as the Chief Financial Officer of the REIT, reporting directly Company. The Company shall also cause the Executive to be appointed to the Co-offices of the President and Chief Executive Officers Officer of Sovereign Bank, a Federal Savings Bank and wholly-owned subsidiary of the Company (the “Co-CEOsBank”) unless otherwise precluded by a governing bank or regulatory authority. Further, the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities executive titles as may reasonably be assigned given to Executive as the Co-CEOs of the REIT or the Board shall designate him from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval Bank or of any affiliate. The Executive shall not be unreasonably withheld (together, have all the “Personal Activities”), in each case so long as powers and duties conferred upon the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties President and Chief Executive Officer pursuant to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputationBylaws, or subject only to the control of the Board of Directors (z) violate the Restrictive Covenants (as defined below“Board”), in each case as determined by . The Executive shall report directly to the Board. (db) During The Executive agrees to devote substantially all of his business time, efforts and skills to the Termperformance of his duties and responsibilities under this Agreement; provided, however, that nothing in this Agreement shall preclude the Executive from devoting reasonable periods required for participating in professional, educational, philanthropic, or community activities or managing his personal investments or other personal business. The Executive shall be permitted to serve on the board of directors of the Shelburne Museum and, subject to the prior written approval of the Board, the boards of directors of other corporations or organizations. (c) The Executive shall perform the services required by this Agreement his duties at the Company’s principal offices of the Company located in DallasBoston, Texas (Massachusetts, but from time to time the “Principal Location”), except for Executive may be required to travel to other locations as may in the proper conduct of his responsibilities under this Agreement. The Executive shall be necessary to fulfill Executivereimbursed for all business and travel expenses in accordance with Company’s duties and responsibilities hereunderpolicies for expense reimbursement.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, Executive will be employed by shall hold the REIT Operator and will serve as the title of Chief Financial Executive Officer of the REITCompany and its affiliate Caesars Entertainment Corporation. During the Term of Employment, reporting Executive shall also serve as an employee, officer or director of any Affiliates (as defined below) of the Company as reasonably requested by the Board and consented to by Executive (such consent not to be unreasonably withheld). At all times during the Term of Employment, Executive shall report directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or Directors of the Company (the “Board”). (b) In conjunction with the Board’s approval of this Agreement and the execution hereof by the parties hereto, Executive has been appointed to the Board commencing upon and subject to the Effective Date having occurred. If Executive ceases to hold the title of Chief Executive Officer of the REIT. Company, Executive agrees that Executive shall promptly resign from the Board. (c) In this capacityExecutive’s capacity as Chief Executive Officer of the Company, Executive shall have the duties, authorities responsibilities, and responsibilities as are required by Executive’s position authority commensurate with the duties, authorities such title. The Chief Executive Officer will: lead an organization with methods and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time actions that are not inconsistent ethical and in full compliance with Executive’s position and that are consistent with the bylaws of the REITall applicable laws, the limited partnership agreement of the Operating Companyregulations, and the limited liability company agreement Policies (as defined below); identify compliance risks and taking actions necessary to eliminate or minimize risks; and create a compliance culture within the organization and fostering an environment where employees feel comfortable reporting potential violations or misconduct. Executive’s services shall be subject to the control of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the CompanyBoard. (bd) During the TermTerm of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or shall perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, Executive’s duties faithfully and to the best of Executive’s ability abilities and will shall devote substantially all of Executive’s business time and attention attention, on a full time basis (except as otherwise expressly permitted herein), to the performance of Executive’s duties hereunder, business and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance affairs of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for . Executive and shall use Executive’s family reasonable best efforts to advance the best interests of the Company and shall comply with all of the policies of the Company, including, without limitation, such policies with respect to legal compliance, conflicts of interest, confidentiality, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, code of conduct and business ethics, submission of standard releases and other employment-related general policies as are from time to time in effect (collectively, and as amended or (iv) accepting directorships or similar positions, subject modified from time to approval in advance time by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (togetherCompany, the “Personal ActivitiesPolicies”). (e) During the Term of Employment, in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive hereby agrees that Executive’s duties services will be rendered exclusively to the Company under this AgreementCompany, and Executive shall not, except as set forth on Exhibit A attached hereto (y) have an adverse impact on as may be amended from time to time with the Company’s business reputationadvance written approval), directly or indirectly, render services to, or (z) violate otherwise act in a business or professional capacity on behalf of or for the Restrictive Covenants benefit of, any other Person (as defined below), whether as an employee, advisor, member of a board or similar governing body, sole proprietor, independent contractor, agent, consultant, volunteer, intern, representative, or otherwise, whether or not compensated. With respect to the positions listed on Exhibit A attached hereto, Executive may engage in each case such activities so long as determined by such activities do not materially interfere with the Boardproper performance of Executive’s duties and responsibilities hereunder and/or otherwise materially conflict with any of the Policies of the Company or otherwise violate the terms of this Agreement. (df) During the Term, Executive’s services hereunder shall be performed by Executive shall perform the services required by this Agreement at in the Company’s principal offices located in Dallas▇▇▇▇▇ County, Texas Nevada or such other location that serves as Executive’s primary office (subject to the “Principal Location”terms of Section 7(d) and Exhibit B), except for travel to if such other locations as location is designated by the Company; provided, that, Executive may be necessary required to fulfill travel for business purposes during the Term of Employment. (g) Upon the termination of Executive’s duties employment for any reason, upon the request of the Board or its designee, Executive shall relinquish any positions Executive then holds with the Company and responsibilities hereunder.any of its Subsidiaries and Affiliates, including membership on any Company, Subsidiary or Affiliate boards unless otherwise determined by the Company. For purposes of this Agreement, (i) an “Affiliate” of the Company or any other Person (as defined below) shall mean a Person that directly or indirectly controls, is controlled by, or is under common control with, the Person specified; (ii) a “Subsidiary” of any Person shall mean any Person of which such Person owns, directly or indirectly, more than half of the equity ownership interests (measured either by value or by ability to elect or control the board of directors or other

Position, Duties and Responsibilities. Executive shall be nominated and elected to be a member of the Board of Directors and President and Chief Executive Officer of the Company, reporting to the Chairman of the Board as of the Effective Date of this Agreement. Executive shall assume and begin performing the duties of these offices as of the Effective Date and shall, during his tenure as Chief Executive Officer, be an ex-officio member of each committee of the Board. Upon the earlier of (a) During July 1, 2002 (which is the Termexpected retirement date of the current Chairman of the Board) or (b) such earlier date as the current Chairman ceases to be Chairman for any reason, Executive will shall be employed by nominated and upon election shall assume the REIT Operator and will serve as the Chief Financial Officer duties of Chairman of the REITBoard, reporting directly to the Co-as well as continue as its Chief Executive Officers (Officer, and shall serve thereafter in those capacities at the “Co-CEOs”) pleasure of the Board. To the extent Executive's service as an officer or director of the Company, or appointment to Chairman of the Board, is contingent on a favorable vote of the shareowners or the board Board, it is expressly understood that any failure to secure such a favorable vote shall not relieve the Company of directors (its obligation to make the “Board payments or to provide the benefits described herein. During Executive's Term of Directors” or the “Board”) of the REIT. In this capacityEmployment, Executive shall have the dutiespowers, authorities duties and responsibilities as are required by Executive’s position commensurate with customarily assigned to the dutiesChief Executive Officer and, authorities as applicable, to the President, and after election as Chairman of the Board, shall also have the powers, duties and responsibilities of persons in similar capacities in similarly sized companiesas are customarily assigned to such position, and such other duties, authorities duties and responsibilities not inconsistent therewith as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with be assigned to him by the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) Board. During the TermTerm of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will shall devote substantially all of Executive’s his business time and attention to the performance business and affairs of Executive’s duties hereunder, the Company and shall have no other employment (including self-employment)use his best efforts, whether or not such activity is engaged in for pecuniary profit; providedskills and abilities to promote its interests. During the Term of Employment, thatExecutive shall not, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance without the consent of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors Directors, engage, directly or indirectly, in any other business for compensation or profit except that he may, with the approval of the REITBoard of Directors, which approval serve as a director of any other corporation which, on the advice of counsel for the Company, is not considered to be in competition with the Company for purposes of antitrust laws, and he may receive compensation therefor. Notwithstanding the foregoing, it shall not be unreasonably withheld (togetherconsidered a violation of this Agreement for Executive to manage his personal investments or serve on industry, the “Personal Activities”)civic or charitable boards or committees, in each case so long as the Personal Activities such activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.not

Position, Duties and Responsibilities. (a) During Commencing on the TermEffective Date, the Executive will shall be employed by the REIT Operator and will serve as the President and Chief Financial Executive Officer of the REIT, reporting directly to the Co-Chief Executive Officers Company (the “Co-CEOs”"President and CEO") or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive and shall have the duties, authorities such duties and responsibilities as are required by Executive’s position commensurate reasonably consistent with the duties, authorities position of President and responsibilities of persons in similar capacities in similarly sized companies, and CEO such other duties, authorities duties and responsibilities as may reasonably shall be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate him from time to time that are not inconsistent with Executive’s position and that are consistent with by the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the CompanyBoard. (b) During the TermTerm of Employment, the Executive willshall devote his entire business time, without additional compensationattention and energies to the business and interest of the Company and in performing his duties and responsibilities under this Agreement, also subject to usual vacation periods and personal and sick leave in accordance with this Agreement and the Company's policies, and to that end, the Executive shall not serve on the board of directors ofof other corporations or entities without the prior approval of the Board in each case, serve except (subject to the following sentence) for directorships of the corporations set forth on SCHEDULE 3(b) attached hereto and incorporated herein by reference and/or any subsidiary thereof; PROVIDED, that the Executive shall not devote during business hours more than 12 days per calendar year (pro rata for 2001) to such positions (subject to the occurrence of any extraordinary corporate event that may require, as a matter of fiduciary duty, the devotion of more time, such as an officer ofunsolicited takeover bid for a public company); PROVIDED FURTHER, or perform such executive and consulting services for, or on behalf ofthat in any event, such subsidiaries positions do not materially interfere with the proper performance of the REIT as Executive's duties and responsibilities set forth in Section 3 hereof. Immediately prior to a Spin-Off, the Co-CEOs Executive shall discuss with the Board the appropriateness of the REIT or Executive remaining the Board may, from time to time, request. (cchairman of any corporation set forth on Schedule 3(b) During the Term, Executive will serve the Company faithfully, diligently, and hereto. Notwithstanding anything contained in this Section 3(b) to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, thatcontrary, nothing contained herein shall prohibit preclude the Executive from (i) participating in serving on the boards of directors of a reasonable number of trade associations or industry organizations in furtherance of the Company’s interestsand/or charitable organizations, (ii) engaging in charitablecharitable activities and community affairs, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positionsmanaging his personal investments and affairs, PROVIDED, that such activities do not materially interfere with the proper performance of his duties and responsibilities set forth in Section 3 hereof. (c) Thermo shall cause (i) the Executive to be elected as a member of the Board effective as of the Effective Date, and (ii) at all times during the Employment Period prior to the Spin-Off, subject to approval in advance the terms and conditions hereof, the Executive to be elected as a member of the Board at each annual or other meeting of the stockholders of the Company at which directors are elected. The Parties hereby acknowledge and agree that all other nominations for election to the Board prior to the Spin-Off Date shall be made by the Board of Directors Company after consultation with the Executive. (d) Thermo shall cause the Executive to be elected as Chairman of the REIT, which approval shall not be unreasonably withheld Board (together"Chairman") on or before the Spin-Off Date, the “Personal Activities”)effectiveness of such appointment to be no later than the Spin-Off Date. Upon his appointment as Chairman, in each case so long addition to his duties and responsibilities as President and CEO, the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, Executive shall have such duties and responsibilities as are reasonably consistent with the performance position of Chairman. (e) The Executive’s , in carrying out his duties to the Company and responsibilities under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by shall report directly to the Board. (df) During In the Termevent of a termination of employment of the Executive for any reason, the Executive shall perform immediately resign as a member of the services required by this Agreement at Board and as a member of each of the boards of directors of the Company’s principal offices located in Dallas, Texas ('s Affiliates upon which the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunderExecutive serves.

Position, Duties and Responsibilities. (a) During Commencing on the Effective Date and continuing for the Initial Term, the Executive will shall be employed by the REIT Operator and will serve as the Chairman of the Board and Chief Financial Executive Officer of the REIT, reporting directly to Company and be responsible for the Co-Chief Executive Officers (the “Co-CEOs”) or the board general management of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) . During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries remainder of the REIT Employment Period, the Executive shall be employed as the Conon-CEOs executive Chairman of the REIT or Board of the Board may, Company and shall have such duties and responsibilities for the management of the Company as shall be assigned to him from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REITCompany; provided that such duties and responsibilities shall not be inconsistent with those that could reasonably be expected to be performed by a part-time senior executive of a major corporation; and provided, further, that, notwithstanding the termination of the Initial Term, the Company shall continue to provide to the Executive executive office space and secretarial support comparable to that made available to the Executive during the Initial Term. The Executive has heretofore been elected as a member of the Board of Directors of the Company. The Executive, in carrying out his duties under this Agreement, shall report to the Board. During the Initial Term, the Executive shall devote his full business time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote its interests. During the remainder of the Employment Period, the Executive shall devote one-half of his business time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote its interests. It is the intent of the Company and the Executive that there shall not occur a Separation from Service (as defined in Section 9(i) hereof) with respect to the Executive until the end of the Employment Period. To that end, and notwithstanding the end of the Initial Term, the giving of any notice pursuant to Section 2 or the provisions of Section 3(b) hereof, the Executive agrees to use his best efforts to continue to provide to the Company until the end of the Employment Period, and the Company agrees to use its best efforts to utilize, such services of the Executive as may be necessary to ensure that there will not be a Separation from Service with respect to the Executive prior to the end of the Employment Period. The Company hereby agrees that so long as the Executive, members of his immediate family (including his wife, his children and their spouses and his grandchildren) or entities controlled by the Executive and/or the members of his immediate family are the beneficial owners of at least 25% of the issued and outstanding shares of common stock of the Company, any policy of the Company requiring the resignation of a director or the termination of the services of a person as a director of the Company at age 72 shall not apply to the Executive. (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations subject to the approval of the Board in each case (which approval has been given as to the boards on which the Executive is currently serving as a director), which approval shall not be unreasonably withheld withheld, (togetherii) serving, to the “Personal Activities”)extent consistent with past practice, on the boards of a reasonable number of educational and/or charitable organizations, (iii) engaging in each case so long as the Personal Activities charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not (x) unreasonably interfere, individually or in the aggregate, materially interfere with the proper performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s his duties and responsibilities hereunderunder Section 3(a).

Position, Duties and Responsibilities. (a) During As of the TermEffective Date, the Executive will shall be employed by the REIT Operator and will serve as the Chief Financial Executive Officer of the REIT, reporting directly Company or in such other reasonably comparable position as the Board may determine from time to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REITtime. In this capacity, the Executive shall have the duties, authorities be assigned such duties and responsibilities inherent in such position and such other duties and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time reasonably assign to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, him. The Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will shall serve the Company faithfully, diligentlyconscientiously, and to the best of the Executive’s ability and will shall promote the interests and reputation of the Company. The Executive shall devote substantially all of the Executive’s business time time, attention, knowledge, energy and attention to skills during normal working hours, and at such other times as the performance of Executive’s duties hereundermay reasonably require, and shall have no other employment (including self-to the duties of the Executive’s employment), whether or not such activity is engaged in for pecuniary profit; provided, thathowever, nothing contained herein that the Executive may (a) serve on civic or charitable boards or committees, or (b) with the approval of the Board, serve on corporate boards or committees. The Executive shall prohibit report to the Board in carrying out his duties and responsibilities under this Agreement. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time. The Executive shall also continue to serve as a member and Chairman of the Board of Directors. Notwithstanding the foregoing, at any time (i) participating in trade associations or industry organizations in furtherance prior to April 30, 2010, with the mutual agreement of the Company’s interestsCompensation Committee, or (ii) engaging on or after April 30, 2010, in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and the Executive’s family or (iv) accepting directorships or similar positionssole discretion, subject to approval in advance by the Executive may relinquish his role as Chief Executive Officer of the Company and serve only as non-executive Chairman of the Board of Directors and Lead Director for the remainder of the REIT, which approval shall not be unreasonably withheld Term of Employment (together, the “Personal ActivitiesDirector Transition Period”). If the Executive relinquishes the Chief Executive Officer position in his sole discretion, in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties he shall provide written notice to the Company under this Agreement, in accordance with Section 22 below at least fifteen (y15) have an adverse impact calendar days prior to the date on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Boardwhich he shall relinquish such position. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, Executive will be employed by the REIT Operator and will serve as the Chief Financial Investment Officer of the REITCompany, reporting directly to the Co-Chief CEO. Executive Officers will (i) be responsible for, and, along with the “Co-CEOs”CEO and as a member of the Investment Committee, have authority over, the Company’s investment functions and (ii) have such other duties and responsibilities as are reasonably assigned to him by the CEO or the board Board of directors Directors of the Company (the “Board of Directors” or the “Board”) of (not inconsistent in any significant respect with the REIT. In this capacity, Executive shall have the duties, authorities duties and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be typically assigned to Executive as the Cochief investment officer of a publicly-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Companytraded ▇▇▇▇). (b) During the TermTerm of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or and/or perform such executive and consulting services for, or on behalf of, such subsidiaries or affiliates of the REIT Company as the Co-CEOs of the REIT CEO or the Board of Directors may, from time to time, reasonably request. For purposes of this Agreement, the term “affiliate” will have the meaning ascribed thereto as of the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). (c) During the TermTerm of Employment, Executive will serve the Company faithfully, diligently, diligently and to the best of Executive’s his ability and will devote substantially all of Executive’s business his time and attention efforts to his employment and the performance of Executive’s his duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained under this Agreement. Nothing herein shall prohibit will preclude Executive from engaging in charitable and community affairs and managing his personal, financial and legal affairs, so long as such activities do not materially interfere with his carrying out his duties and responsibilities under this Agreement. Notwithstanding the foregoing, any service on civic, educational, philanthropic or charitable boards or committees shall be subject to prior approval by the CEO. Executive shall be required to relocate to the New York City metropolitan area no later than the three (i3) participating in trade associations or industry organizations in furtherance month anniversary of the Effective Date. Prior to such relocation, Executive shall be required to perform his duties and responsibilities at the Company’s interestsheadquarters in New York City on Tuesday, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive Wednesday and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board Thursday of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Termweek. After such relocation, Executive shall perform the services required by this Agreement his duties and responsibilities principally at the Company’s principal offices located headquarters in Dallas, Texas (New York City during the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunderremainder of the Term of Employment.

Position, Duties and Responsibilities. (a) During the Term, Executive will be employed by the REIT Operator and will shall serve as the Chief Financial Officer of the REITCompany, reporting directly and shall be responsible for the duties attendant to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) such office, which duties will be generally consistent with his position as an executive officer of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, Company and such other duties, authorities managerial duties and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operatorits affiliates, each subsidiaries or divisions as may be amended from time to time, including, but not limited to, managing assigned by the affairs of the Company. (b) During the Term, Chief Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by Officer and/or the Board of Directors of the REITCompany (the "Board") consistent with Executive's position, duties and responsibilities with the Company. Executive will report directly to the Chief Executive Officer of the Company. Executive's duties shall be performed principally at the Company's executive offices which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or are located in the aggregateCanton, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants Ohio Metropolitan Area (as defined below), in each case as determined by the Board. (d) During the Term, and Executive shall not be required to perform duties which would necessitate changing his present residence (which Executive acknowledges is not required in connection with his entering into this Agreement), unless Executive otherwise agrees in writing. The Company shall reimburse Executive for his reasonable out of pocket expenses incurred in spending nights in Canton, Ohio in connection with his responsibilities under this Agreement. For purposes of this Agreement, the services term "Canton, Ohio Metropolitan Area" shall encompass the City of Canton and the 2 territory within fifteen (15) miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required by this Agreement at to travel on behalf of the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the Term, Executive will be employed by the REIT Operator and will Chairman shall serve as the Chief Financial Officer non-executive Chairman of the REITBoard of the Company. The Chairman acknowledges and agrees that during the Term, reporting he shall not be considered or deemed to be an executive officer or employee of the Company. During the Term, the Company shall nominate the Chairman for re-election as a director at each annual meeting of shareholders coinciding with the expiration of his term as a director and recommend him for re-election. If elected by the shareholders, he shall serve as a member of the Board during the Term. The Chairman, in carrying out his duties under this Agreement, shall report directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, Chairman shall serve as an officer ofChairman of the Board, or shall have overall responsibility for managing and implementing the Company's restructuring initiatives and shall assist the Company's Chief Executive Officer in connection with the Company's merchandising and marketing functions. In addition, the Chairman shall act as a liaison between the Board and the Company's Chief Executive Officer and shall perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT other duties as the Co-CEOs of the REIT or Chairman and the Board may, shall agree from time to time. The Chairman shall devote substantially all of his business time, requestattention and skill to the performance of such duties and responsibilities, and shall use his reasonable best efforts to promote the interests of the Company. The Chairman shall not knowingly, without the prior written approval of the Board, engage in any other business activity which is in violation of written policies established from time to time by the Company. (c) During the Term, Executive will serve the Company faithfully, diligently, and Anything herein to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, thatcontrary notwithstanding, nothing contained herein shall prohibit Executive preclude the Chairman from (i) participating in serving on the boards of directors on which he currently serves and on other corporate boards or the boards of a reasonable number of trade associations or industry and/or charitable organizations in furtherance (subject to the reasonable approval of the Company’s interestsBoard), (ii) engaging in charitablecharitable activities and community affairs, civic, educational or political activities, and (iii) engaging in passive managing his personal investment investments and affairs, provided that such activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, materially interfere with the proper performance of Executive’s his duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Boardand responsibilities hereunder. (d) During the Term, Executive shall The Chairman is expected to perform the his services required by this Agreement hereunder primarily at the Company’s principal offices located 's headquarters. To that end, the Company shall provide the Chairman with office space and staff at its headquarters in DallasTroy, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s Michigan that are commensurate with his duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, Executive will be employed by Employee shall serve as, and with the REIT Operator title, office and will serve as the Chief Financial Officer authority of, Chairman of the REITBoard, reporting directly Chief Executive Officer and President of the Company, shall report only to the CoBoard of Directors of the Company (the "Board"), and shall have effective supervision and control over, and responsibility for, the strategic direction and general and active day-to- day leadership and management of the business and affairs of the Company and the direct and indirect subsidiaries of the Company, subject to the authority of the Board (any direct or indirect subsidiary of the Company, including partnerships, limited liability companies, business trusts and other entities as well as corporations, being hereinafter referred to as a "subsidiary" or, collectively, as "subsidiaries"), and shall have all of the powers, authority, duties and responsibilities usually incident to the positions and offices of Chairman of the Board, Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) Officer and President of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, including but not limited to, managing to the affairs authority to employ and discharge all employees of the Company and subsidiaries of the Company. (b) During the TermTerm of Employment, Executive willthe Company shall use its best efforts to cause Employee to be elected and re-elected (i) as a member of the Board, without additional compensation, also serve on (ii) as a member of the board of directors ofof any subsidiary on which board of directors Employee is serving on the date of this Agreement, serve and (iii) as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries a member of the REIT as board of directors of any entity which becomes a subsidiary after the Co-CEOs date of this Agreement on which board of directors the Chairman of the REIT or Board, Chief Executive Officer and President of the Board mayCompany would customarily serve. Employee agrees to serve on the foregoing boards of directors during the Term of Employment, from time to time, requestwithout compensation in excess of that provided under this Agreement. (c) During the TermTerm of Employment, Executive will serve the Company faithfully, diligently, and Employee agrees to the best of Executive’s ability and will devote substantially all of Executive’s his business time time, efforts and attention skills to the performance of Executive’s his duties hereunderand responsibilities under this Agreement, and to refrain from rendering services for any enterprise other than the Company and subsidiaries of the Company, but nothing in this Agreement shall have no other employment (including self-employment), whether or not such activity is engaged in preclude Employee from devoting reasonable periods required for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interestsmanaging his personal investments, (ii) engaging participating in professional, educational, philanthropic, public interest, charitable, civic, educational social or political community activities, or (iii) engaging serving as a director or member of an advisory committee of any corporation or other entity not in passive personal investment activities for Executive and Executive’s family competition with the Company or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors any subsidiary of the REITCompany, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities provided that such activities do not (x) unreasonably interfere, individually or in the aggregate, materially interfere with the Employee's regular performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s his duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the Term, as of June 8, 1998, Executive will be employed by the REIT Operator and will shall serve as the President and Chief Financial Executive Officer of the REITCompany, reporting directly and shall be responsible for the duties attendant to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) such office, which duties will be generally consistent with his position as an executive officer of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, Company and such other duties, authorities managerial duties and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operatorits affiliates, each subsidiaries or divisions as may be amended from time to time, including, but not limited to, managing assigned by the affairs Chairman of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board Board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by Directors and/or the Board of Directors of the REITCompany (the "Board") consistent with Executive's position, duties and responsibilities with the Company. Executive will report directly to the Chairman of the Board and the Board. The Company intends that Executive will, and the Company shall use its best efforts to cause Executive to, be elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request; provided, that the duties, authority and responsibilities of Executive with such subsidiaries or affiliates shall be commensurate, and in all events not less than, Executive's duties, authority and responsibilities with the Company as set forth in this Agreement. Executive's duties shall be performed principally at the Company's executive offices which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or are located in the aggregateCanton, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants Ohio Metropolitan Area (as defined below), in each case as determined by the Board. (d) During the Term, and Executive shall not be required to perform duties which would necessitate changing his present residence (which Executive acknowledges is not required in connection with his entering into this Agreement), unless Executive otherwise agrees in writing. For purposes of this Agreement, the services term "Canton, Ohio Metropolitan Area" shall encompass the City of Canton and the territory within fifteen (15) miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required by this Agreement at to travel on behalf of the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, Executive will be employed by the REIT Operator and will serve as the Executive Vice President and Chief Financial Investment Officer of the REIT, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) Officer of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs Chief Executive Officer of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership liability company agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the TermTerm of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or and/or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs Chief Executive Officer of the REIT or the Board may, from time to time, request. (c) During the TermTerm of Employment, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employmentunless approved by the Chief Executive Officer of the REIT), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REITREIT (the “Board of Directors” or the “Board”), which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, Agreement or (z) violate the Restrictive Covenants (as defined below), restrictive covenants set forth in each case as determined by the BoardSection 6 of this Agreement. (d) During the TermTerm of Employment, Executive shall perform the services required by this Agreement at the Company’s principal offices located in DallasRochester, Texas New York (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the Term, Executive will be employed by the REIT Operator and will shall serve as the Chief Financial Officer President of Barnett, and as Vice President of the REITCompany, reporting directly and shall be responsi▇▇▇ ▇▇▇ the duties attendant to such office, which duties will be generally consistent with his position and duties as an executive officer of Barnett prior to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companiesdate hereof, and such other dutiesmanagerial duties a▇▇ ▇▇▇▇onsibilities with Barnett, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT its affiliates, subsidiaries or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each divisions as may be amended from time to time, including, but not limited to, managing the affairs assigne▇ ▇▇ ▇▇e Board of Directors of the Company. Company (bthe "Board") During or the Term, President and Chief Operating Officer of the Company and agreed to by Executive. The Company and Barnett intend that Executive will, without additional compensation, will continue to serve as a member of ▇▇▇ ▇▇▇rd of Directors of Barnett (the "Barnett Board") and shall also serve on the board as a member of directors of, th▇ ▇▇▇▇▇. Execu▇▇▇▇ ▇▇all also serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries and/or member of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of any subsidiary of the REITCompany, if the Board should so request. Executive's duties shall be performed principally at Barnett's executive offices which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or are located in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants Jacksonville Me▇▇▇▇▇▇▇▇▇n Area (as defined below), and Executive shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in each case as determined writing. For purposes of this Agreement, the term "Jacksonville Metropolitan Area" shall encompass the City of Jacksonville and the territory within twenty (20) miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive, purchase from Executive the residence which he is required to vacate. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by Barnett or the Company, one of whom shall be selected by Executive. ▇▇ ▇▇▇ extent that any Executive relocation benefit program maintained by the Board. (d) During Company or Barnett, and in which Executive is entitled to participate, is more ▇▇▇▇▇▇▇le to Executive than the Termprovisions of this Agreement with respect to relocation, Executive shall perform the services required by this Agreement at the Company’s principal offices located be entitled to such additional relocation benefits. Executive acknowledges and agrees that, in Dallasconnection with his employment hereunder, Texas (the “Principal Location”), except for travel to other locations as he may be necessary required to fulfill Executive’s duties and responsibilities hereundertravel on behalf of the Company and/or Barnett.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, Executive will be employed by the REIT Operator and will serve as the Chief Financial Officer of the REITExecutive Vice President, Operations, reporting directly to the Co-President and Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) Operating Officer of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs Chief Executive Officer or the Board of Directors of the REIT (the “Board of Directors” or the Board “Board”) shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating CompanyPartnership, and the limited liability company operating agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the TermTerm of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or and/or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT Company as the Co-CEOs of the REIT or the Board Chief Executive Officer may, from time to time, request. (c) During the TermTerm of Employment, Executive will serve the Company faithfully, diligently, and to the best of Executive’s his ability and will devote substantially all of Executive’s his business time and attention to the performance of Executive’s his duties hereunder, and shall have no other employment (including self-employmentunless approved by the Chief Executive Officer), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive himself and Executive’s family his family, (iv) devoting time as he determines in good faith to be necessary or appropriate to fulfill his duties to Bluerock Real Estate, LLC and its affiliates (“Bluerock”), or (ivv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement or the restrictive covenants set forth in Section 9 of this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the TermTerm of Employment, Executive shall perform the services required by this Agreement at the Company’s principal offices located in DallasNew York, Texas New York (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During Employer and Officer hereby agree that, subject to the Termprovisions of this Agreement, Executive Employer will be employed by the REIT Operator employ Officer and Officer will serve Employer as the Executive Vice President of CWM Mortgage Holdings, Inc. ("Holdings") and as Executive Vice President of Independent National Mortgage Corporation ("Indy Mac") and Independent Lending Corporation and President and Chief Financial Executive Officer of Construction Lending Corporation of America, Builder Division. Employer agrees that Officer's duties hereunder shall be the REITusual and customary duties of such office and such further duties shall not be inconsistent with the provisions of applicable law. Officer shall have such executive power and authority as shall reasonably be required to enable her to discharge her duties in the offices which she may hold. All compensation paid to Officer by Employer or any of its affiliates shall be aggregated in determining whether Officer has received the benefits provided for herein, reporting directly but without prejudice to the Co-Chief Executive Officers (allocation of costs among the “Co-CEOs”) or entities to which Officer renders services hereunder. Employer and Officer hereby agree that the board portion of directors (Officer's services which are provided to Indy Mac are to be treated for federal income tax purposes as services provided by Officer as an employee of Indy Mac. Officer agrees that Employer and Indy Mac shall make a determination as to the “Board of Directors” or the “Board”) portion of the REITtotal compensation payable to Officer hereunder which shall be allocated to and deemed paid by Indy Mac for purposes of section 162(m) and related provisions of the Internal Revenue Code. In this capacityIf Employer requests Officer to relocate outside of Los Angeles County in connection with the relocation of Holdings' headquarters, Executive Officer shall have the dutiesoption of agreeing to such relocation and the terms of this contract shall continue in full force and effect. If Officer declines to relocate, authorities either Officer or Employer shall provide the other party with a Notice of Termination in accordance with Section 5(f) and responsibilities as are required by Executive’s position commensurate with the duties, authorities rights and responsibilities obligations of persons in similar capacities in similarly sized companies, both parties shall cease upon such termination and such other duties, authorities Paragraphs 5(d) and responsibilities as may reasonably 9(k) will not be assigned applicable. If Employer requests Officer to Executive as relocate outside of Los Angeles County and the Co-CEOs of the REIT or the Board shall designate from time to time that Holdings' headquarters are not inconsistent with Executive’s position and that are consistent with also relocating, Officer shall have the bylaws option of the REIT, the limited partnership agreement of the Operating Company, agreeing to such relocation and the limited liability company agreement terms of the REIT Operatorthis contract shall continue in full force and effect. If Officer declines to relocate, each as may Employer's request to relocate shall be amended from time deemed a termination other than for Cause pursuant to time, including, but not limited to, managing the affairs of the CompanySection 5(d). (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) 3.1. During the Term, Executive will be employed by the REIT Operator and will shall serve as the Chief Financial Finance Officer of the REIT, reporting Company. Executive shall report solely and directly to the Co-Company’s Chief Executive Officers Officer (the “Co-CEOsCEO”) or the board of directors (the “), Board of Directors” or Directors (the “Board”) and the Chairman of the REITBoard (the “Chairman”). In this capacityDuring the Term, Executive shall have the dutiessuch responsibilities, duties and authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and situated companies and such other duties, authorities duties and responsibilities as may reasonably the CEO, Board and/or the Chairman shall designate. 3.2. In the performance of all of his responsibilities hereunder, Executive shall be assigned subject to Executive as the Co-CEOs all of the REIT or the Board shall designate from time Company's policies, rules, and regulations. In performing such duties, Executive will be subject to time that are not inconsistent with Executive’s position and that are consistent with the bylaws abide by, and will use his best efforts to cause other employees of the REITCompany to be subject to and abide by, all policies and procedures developed by the CEO, Board, the limited partnership agreement Chairman, any executive committee of the Operating CompanyBoard, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs or senior management of the Company. (b) 3.3. During the TermTerm unless otherwise agreed by the CEO, Board and/or Chairman, Executive willshall devote his full attention and expend his best efforts, without additional compensationenergies, also serve and skills on a full-time basis, to the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries business of the REIT as Company and any corporation controlled by the Co-CEOs of the REIT or the Board mayCompany (each, a "Subsidiary"). The Company acknowledges that Executive may from time to time, request. time be engaged in other business activities separate from and outside the scope of the business of the Company. The Company agrees that the devotion of reasonable amounts of time to such other business activities will not violate the terms of this Agreement on the conditions that (ci) During such activities are not corporate opportunities of the Term, Executive will serve the Company faithfully, diligently, Company; and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to (ii) such activities do not materially interfere with the performance of Executive’s 's duties hereunder. For purposes of this Agreement, the term the "Company" shall mean the Company and shall have no other employment (including self-employment)all Subsidiaries. Without violating this Agreement, whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from may (i) participating serve in trade associations or industry organizations in furtherance of the Company’s interestsany capacity with any professional, (ii) engaging in charitablecommunity, industry, civic, educational or political activitiescharitable organization, (iiiii) engaging in passive personal investment activities for serve as a member of corporate boards of directors on which Executive and Executive’s family or (iv) accepting directorships or similar positionscurrently serves and, subject to approval in advance by with the consent of the Board of Directors of the REIT, (which approval consent shall not be unreasonably withheld (together, the “Personal Activities”or delayed), in each case other corporate boards of directors and (iii) manage his and his family's personal investments and legal affairs so long as the Personal Activities such activities do not (x) unreasonably interferematerially interfere with the discharge of Executive's duties, individually constitute a corporate opportunity of the Company or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the aggregategood faith judgment of the Board, conflict with the performance of Executive’s duties fiduciary duty to the Company or create any appearance thereof, Executive shall, as soon as reasonably practicable considering any fiduciary duty to the other entity, resign from such other board of directors or advisory board after written notice of the conflict is received from the Board. Service on the boards of directors or advisory boards disclosed by Executive to the Company on which he is serving as of the Effective Date are hereby approved. 3.5. Executive agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries, affiliates, and joint venture entities and agrees that any amounts received from such corporation may be offset against the amounts due under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the Term, Executive will be employed by the REIT Operator and will shall serve as the President and Chief Financial Executive Officer of the REITCompany, reporting directly and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companiesdate hereof, and such other duties, authorities managerial duties and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operatorits affiliates, each subsidiaries or divisions as may be amended from time to time, including, but not limited to, managing assigned by the affairs Chairman of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board Board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by Directors and/or the Board of Directors of the REITCompany (the "Board") consistent with Executive's position, duties and responsibilities with the Company. Executive will report directly to the Chairman of the Board and the Board. The Company intends that Executive will, and the Company shall use its best efforts to cause Executive to, continue to be elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request; provided, that the duties, authority and responsibilities of Executive with such subsidiaries or affiliates shall be commensurate, and in all events not less than, Executive's duties, authority and responsibilities with the Company as set forth in this Agreement. Executive's duties shall be performed principally at the Company's executive offices which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or are located in the aggregateCanton, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants Ohio Metropolitan Area (as defined below), in each case as determined by the Board. (d) During the Term, and Executive shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in writing. For purposes of this Agreement, the services term "Canton, Ohio Metropolitan Area" shall encompass the City of Canton and the territory within fifteen (15) miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required by this Agreement at to travel on behalf of the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, Executive will be shall remain employed by the REIT Operator and will serve as the Chief Financial Executive Officer of the REIT, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”"CEO") of the REIT. In this capacity, Executive shall have the duties, authorities Company and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs Chairman of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REITBoard, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each except as may be amended from time to time, including, but not limited to, managing the affairs of the Companyprovided in Section 3(b). (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive It is understood and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or agreed that the Board may, from time in its discretion, appoint the Company's chief operating officer (the "Designee") to timeassume the duties of CEO on or before the 30th month following the Amendment Date, requestthe effective date of such appointment to be no later than six (6) months following the date of the Board's action. Upon the effective date of such appointment, the Executive shall relinquish the title and responsibilities of CEO and transfer such title and responsibilities to the Designee in accordance with the Board's appointment. Thereafter, Executive shall continue to act as the Company's Chairman of the Board under the terms and provisions of this Agreement. Notwithstanding the Designee's appointment as CEO of the Company, it is specifically understood and agreed that following such appointment the Company's financial and legal functions shall continue for a period of twelve (12) months to report directly to the Executive, unless Executive specifically agrees to transfer such direct line reporting responsibility to the Designee at some earlier date. If for any reason the appointment of the Designee as the CEO does not occur in accordance with this Section 3(b), then the provisions of Section 3(a) shall remain operative during the Term. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of The Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s carrying out his duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by shall report directly to the Board. (d) During In the event of a termination of employment of the Executive during the Term for any reason, the Executive shall immediately resign as a member of the Board of the Company and each of its subsidiaries. Upon the expiration of the Term, the Executive shall perform not be required to resign as a member of the services required by Board of the Company unless the Company has offered Executive terms of employment no less favorable to Executive than the financial terms contained in this Agreement at for the period remaining in Executive's term of office as a Director and Executive has not accepted such offer, in which event Executive shall immediately resign as a member of the Board of the Company’s principal offices located . (e) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations subject to the approval of the Board in Dallas, Texas each case (which approval has been given as to the “Principal Location”boards listed in Exhibit B attached), except for travel to other locations as may be necessary to fulfill Executive’s (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(e) do not materially interfere with the proper performance of his duties and responsibilities hereunder. (f) The parties agree that upon the appointment of the Designee as CEO, Executive and the Company will negotiate and enter into a new employment agreement, and the terms of this Agreement with respect to compensation, the granting of new stock options and benefits will no longer be controlling. It is specifically agreed that (i) the terms of such subsequent agreement shall be no less favorable to Executive than the terms contained in this Agreement (ii) and that the term of employment under such new employment agreement shall continue through the fourth anniversary of the Amendment Date.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, Executive will be employed by the REIT Operator and will serve as the President and Chief Financial Executive Officer of the REIT, reporting solely and directly to the Co-Chief Executive Officers (Board of Directors of the “Co-CEOs”) or the board of directors REIT (the “Board of Directors” or the “Board”) of the REIT). In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs Board of the REIT or the Board Directors shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership liability company agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the TermTerm of Employment, Executive will, without additional compensation, also serve on the board Board of directors Directors of, serve as an officer of, or and/or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs Board of the REIT or the Board Directors may, from time to time, request. (c) During the TermTerm of Employment, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employmentunless approved by the Board of Directors), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REITDirectors, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, Agreement or (z) violate the Restrictive Covenants (as defined below), restrictive covenants set forth in each case as determined by the BoardSection 6 of this Agreement. (d) During the TermTerm of Employment, Executive shall perform the services required by this Agreement at the Company’s principal offices located in DallasRochester, Texas New York (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) 3.1. During the Term, Executive will be employed by the REIT Operator and will shall serve as the Chief Financial Technology Officer of the REIT, reporting Company. Executive shall report solely and directly to the Co-Company’s Chief Executive Officers Science Officer (the “Co-CEOsCEO”) or the board of directors (the “), Board of Directors” or Directors (the “Board”) and the Chairman of the REITBoard (the “Chairman”). In this capacityDuring the Term, Executive shall have the dutiessuch responsibilities, duties and authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and situated companies and such other duties, authorities duties and responsibilities as may reasonably the CEO, Board and/or the Chairman shall designate. 3.2. In the performance of all of his responsibilities hereunder, Executive shall be assigned subject to Executive as the Co-CEOs all of the REIT or the Board shall designate from time Company's policies, rules, and regulations. In performing such duties, Executive will be subject to time that are not inconsistent with Executive’s position and that are consistent with the bylaws abide by, and will use his best efforts to cause other employees of the REITCompany to be subject to and abide by, all policies and procedures developed by the CEO, Board, the limited partnership agreement Chairman, any executive committee of the Operating CompanyBoard, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs or senior management of the Company. (b) 3.3. During the TermTerm unless otherwise agreed by the CEO, Board and/or Chairman, Executive willshall devote his full attention and expend his best efforts, without additional compensationenergies, also serve and skills on a full-time basis, to the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries business of the REIT as Company and any corporation controlled by the Co-CEOs of the REIT or the Board mayCompany (each, a "Subsidiary"). The Company acknowledges that Executive may from time to time, request. time be engaged in other business activities separate from and outside the scope of the business of the Company. The Company agrees that the devotion of reasonable amounts of time to such other business activities will not violate the terms of this Agreement on the conditions that (ci) During such activities are not corporate opportunities of the Term, Executive will serve the Company faithfully, diligently, Company; and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to (ii) such activities do not materially interfere with the performance of Executive’s 's duties hereunder. For purposes of this Agreement, the term the "Company" shall mean the Company and shall have no other employment (including self-employment)all Subsidiaries. Without violating this Agreement, whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from may (i) participating serve in trade associations or industry organizations in furtherance of the Company’s interestsany capacity with any professional, (ii) engaging in charitablecommunity, industry, civic, educational or political activitiescharitable organization, (iiiii) engaging in passive personal investment activities for serve as a member of corporate boards of directors on which Executive and Executive’s family or (iv) accepting directorships or similar positionscurrently serves and, subject to approval in advance by with the consent of the Board of Directors of the REIT, (which approval consent shall not be unreasonably withheld (together, the “Personal Activities”or delayed), in each case other corporate boards of directors and (iii) manage his and his family's personal investments and legal affairs so long as the Personal Activities such activities do not (x) unreasonably interferematerially interfere with the discharge of Executive's duties, individually constitute a corporate opportunity of the Company or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the aggregategood faith judgment of the Board, conflict with the performance of Executive’s duties fiduciary duty to the Company or create any appearance thereof, Executive shall, as soon as reasonably practicable considering any fiduciary duty to the other entity, resign from such other board of directors or advisory board after written notice of the conflict is received from the Board. Service on the boards of directors or advisory boards disclosed by Executive to the Company on which he is serving as of the Effective Date are hereby approved. 3.5. Executive agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries, affiliates, and joint venture entities and agrees that any amounts received from such corporation may be offset against the amounts due under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the TermEmployment Period, the Executive will shall be employed by the REIT Operator and will serve as the Vice Chairman and Chief Financial Operating Officer of the REITCompany and the Chief Operating Officer of Holding (or such other position or positions as may be agreed upon in writing by the Executive and the Company). The Executive's services shall be performed in Chicago, reporting directly Illinois and the Executive shall not be transferred outside that area without his consent, other than for normal business travel and temporary assignments. In addition, Executive is entering into this Agreement on the basis that, pursuant to the Co-terms of the Stockholders' Agreement the Executive shall be elected a member of the Board of Holding and the Company and, following such election, shall be nominated and recommended for election to each such Board at each annual meeting of such entity held during the Employment Period. The Executive shall report to the Chairman and Chief Executive Officers (Officer of the “Co-CEOs”) or Company and the board Chief Executive Officer of directors (the “Board of Directors” Holding, or the “Board”a duly organized committee thereof. (b) of the REIT. In this capacity, The Executive shall have the duties, authorities perform such duties and carry out such responsibilities as are required by Executive’s incident to his position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate determined from time to time that are not inconsistent with Executive’s position by the Chairman and that are Chief Executive Officer of the Company, which shall be consistent with the bylaws duties and responsibilities customarily performed by persons in a similar executive capacity. Subject to periods of the REITvacation, the limited partnership agreement of the Operating Companysick leave, and the limited liability company agreement of the REIT Operator, each as like to which he may be amended from time to entitled, the Executive shall devote all of his business time, includingattention and skill to the performance of such duties and responsibilities, but not limited to, managing and shall use his best efforts to promote the affairs interests of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and Notwithstanding anything to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, thatcontrary contained herein, nothing contained herein shall prohibit preclude the Executive from (i) participating in serving on the boards of trade associations or industry and/or charitable organizations in furtherance (subject to the reasonable approval of the Chairman and Chief Executive Officer of the Company’s interests), (ii) engaging in charitablecharitable activities and community affairs, civic, educational or political activities, and (iii) engaging in passive managing his personal investment investments and affairs, provided that such activities for Executive and Executive’s family individually or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities collectively do not (x) unreasonably interfere, individually or in the aggregate, interfere with the proper performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s his duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the Term, Executive will Employee shall be employed by the REIT Operator and will serve as the Chief Financial Executive Officer of the REIT, reporting directly Company (together with such other position or positions consistent with Employee’s title) and shall have such duties and responsibilities commensurate therewith as may be assigned and/or prescribed from time to time by the Board or its designee. Pursuant to the Co-Chief Executive Officers Master Service Agreement between the Company and Novelion dated November 29, 2016 (the “Co-CEOsService Agreement”) or the board of directors (the “Board of Directors” or the “Board”) ), Employee may also be required, on behalf of the REITCompany, to perform services to Novelion and its other Affiliates. In this capacityAs of the Effective Date, these services shall include serving as Chief Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities Officer of persons in similar capacities in similarly sized companiesNovelion, and such other duties, authorities and responsibilities duties consistent with the Service Agreement as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate and/or prescribed from time to time that are not inconsistent with Executive’s position by the Board or its designee or by board of directors of Novelion (the “Novelion Board”) pursuant to the Service Agreement. The Employee will report, as and that are consistent with when required, to the bylaws Board and the Novelion Board. On the Effective Date, the Board will also appoint Employee to serve as a member of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) Board. During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and nominate Employee for election to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of Board by the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject stockholders; provided that Employee will submit written notice of resignation to approval in advance by the Board of Directors effective as of the REITdate on which Employee ceases to serve as President and Chief Executive Officer. Employee will also act as member of the Novelion Board, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually if appointed or in the aggregate, with the performance elected to such positions; provided that Employee will submit written notice of Executive’s duties resignation to the Novelion Board effective as of the date on which Employee ceases to serve in a capacity of a Chief Executive Officer of Novelion. For certainty, at all times Employee will be an employee of the Company and not an employee of Novelion, and when Employee provides services to Novelion she will be doing so as an employee of the Company performing contracted management services as provided to Novelion under this the Service Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During the Term, Executive will be employed by the REIT Operator and will shall serve as the Chief Financial Officer Vice President of the REITCompany, reporting directly and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company and which will generally utilize his experience with the Company prior to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companiesdate hereof, and such other duties, authorities managerial duties and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operatorits affiliates, each subsidiaries or divisions as may be amended from time to time, including, but not limited to, managing assigned by the affairs President and Chief Executive Officer of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by and/or the Board of Directors of the REITCompany (the "Board") consistent with Executive's position, duties and responsibilities with the Company. Executive will report directly to the President and Chief Executive Officer of the Company, as well as to the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request; provided, that the duties, authority and responsibilities of Executive with such subsidiaries or affiliates shall be commensurate, and in all events not less than, Executive's duties, authority and responsibilities with the Company as set forth in this Agreement. Executive's duties shall be performed principally at the Company's executive offices which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or are located in the aggregateCanton, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants Ohio Metropolitan Area (as defined below), in each case as determined by the Board. (d) During the Term, and Executive shall not be required to perform duties which would necessitate changing his present residence, unless Executive otherwise agrees in writing. For purposes of this Agreement, the services term "Canton, Ohio Metropolitan Area" shall encompass the City of Canton and the territory within fifteen (15) miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of Executive's residences in connection with any such relocation to which Executive has consented. Executive acknowledges and agrees that, in connection with his employment hereunder, he may be required by this Agreement at to travel on behalf of the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

Position, Duties and Responsibilities. (a) During Commencing on the Effective Date and continuing for the Initial Term, the Executive will shall be employed by the REIT Operator and will serve as the Chairman of the Board and Chief Financial Executive Officer of the REIT, reporting directly to Company and be responsible for the Co-Chief Executive Officers (the “Co-CEOs”) or the board general management of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) . During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries remainder of the REIT Employment Period, the Executive shall be employed as the Conon-CEOs executive Chairman of the REIT or Board of the Board may, Company and shall have such duties and responsibilities for the management of the Company as shall be assigned to him from time to time, request. (c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REITCompany; provided that such duties and responsibilities shall not be inconsistent with those that could reasonably be expected to be performed by a part-time senior executive of a major corporation. The Executive has heretofore been elected as a member of the Board of Directors of the Company. The Executive, in carrying out his duties under this Agreement, shall report to the Board. During the Initial Term, the Executive shall devote his full business time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote its interests. During the remainder of the Employment Period, the Executive shall devote one-half of his business time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote its interests. It is the intent of the Company and the Executive that there shall not occur a Separation from Service (as defined in Section 9(k) hereof) with respect to the Executive until the end of the Employment Period. To that end, and notwithstanding the end of the Initial Term, the giving of any notice pursuant to Section 2 or the provisions of Section 3(b) hereof, the Executive agrees to use his best efforts to continue to provide to the Company until the end of the Employment Period, and the Company agrees to use its best efforts to utilize, such services of the Executive as may be necessary to ensure that there will not be a Separation from Service with respect to the Executive prior to the end of the Employment Period. The Company hereby agrees that so long as the Executive, members of his immediate family (including his wife, his children and their spouses and his grandchildren) or entities controlled by the Executive and/or the members of his immediate family are the beneficial owners of at least 25% of the issued and outstanding shares of common stock of the Company (a) any policy of the Company requiring the resignation of a director or the termination of the services of a person as a director of the Company at age 72 shall not apply to the Executive and (b) the Company will use its best efforts to cause the Executive to be nominated and elected as a director of the Company until such time as the Executive reaches the age of 75. (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations subject to the approval of the Board in each case (which approval has been given as to the boards on which the Executive is currently serving as a director), which approval shall not be unreasonably withheld withheld, (togetherii) serving, to the “Personal Activities”)extent consistent with past practice, on the boards of a reasonable number of educational and/or charitable organizations, (iii) engaging in each case so long as the Personal Activities charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not (x) unreasonably interfere, individually or in the aggregate, materially interfere with the proper performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board. (d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s his duties and responsibilities hereunderunder Section 3(a).