Services. Consultant shall perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Exhibit A to this Agreement (hereinafter referred to as the Consultant’s “Duties”). Consultant will report to the Chief Executive Officer of the Company. Consultant shall not delegate or subcontract Consultant’s Duties to third parties without the Company’s prior written consent. Consultant shall be available to the Company to perform a total of twenty one (21) days (eight (8) hours per day) of services per year, travel time included in such hours of service. The amount of hours worked for each monthly period during the term of this Agreement shall be determined by mutual agreement of the Consultant and the Company. Consultant and the Company acknowledge that Consultant started providing services to the Company on or about December 26, 2013 and those hours performed from that date through the date hereof shall count toward such hourly maximum. Consultant and the Company acknowledge that Consultant may be a member of the Board of Directors of the Company and its Parent in his capacity as an equity holder on the Parent and that such director seat is not and will not be considered a service to the Company or Parent, and will not be considered as such under this Agreement or otherwise.

Consultant shall provide consulting services to Company only as needed and when reasonably requested by the Company Representative, provided that, without his prior consent, Consultant shall not be required to devote more than 35 hours in any calendar month to the performance of any consulting services hereunder. Consultant agrees that in the event that unanticipated business circumstances on the part of Company necessitate his devoting more than thirty-five (35) hours in any calendar month to performing services under this Agreement, Consultant will obtain approval from the Company Representative prior to providing such services. Such approval shall be given only upon # concurrence of such Company Representative that such additional services are required to meet the Company’s valid business needs and # assurance that Consultant’s services over the term of the Agreement will not exceed more than 20 percent of the average level of services rendered by Consultant to Company during the 36 month period immediately preceding the Separation Date. Consultant shall determine the time and location at which he shall perform such services, subject to the right of the Company Representative to reasonably request by advance written notice that such services be performed at a specific time and at a specific location. Consultant shall honor any such request unless he is unable to perform due to his health, or he has a conflicting business commitment that would preclude him from performing such services at the time and/or place requested by the Company Representative, and in such circumstances, shall make reasonable efforts to arrange a mutually satisfactory alternative. Company shall use its reasonable best efforts not to require the performance of consulting services in any manner that unreasonably interferes with any other business activity of Consultant.