Duties and Location. Executive shall serve as Chief Executive Officer and President and shall perform all duties commensurate with his positions and as may be assigned to him by the Board of Directors of the Company (the “Board”). It is understood that Executive shall not be required to devote his full business time and energies to the business and affairs of the Company, however Executive shall use his best efforts, skills and abilities to perform all duties and obligations required of him by the Company, promote the interests of the Company and diligently and competently perform the duties of his positions for the Company. Executive will be based in the Los Angeles area, California, but will travel as necessary to fulfill his duties and responsibilities. Executive is eligible for reimbursement of related and necessary office and travel expenses consistent with Section 5.

1.2Duties and Location. Executive shall perform such duties as are required by the Company’s Chief Executive Officer, to whom Executive will report. Executive’s primary office location shall be the Company’s Santa Barbara office. The Company reserves the right to reasonably require Executive to perform Executive’s duties at places other than Executive’s primary office location from time to time, and to require reasonable business travel. Executive shall devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, except for approved vacation periods and reasonable periods of illness or other incapacities permitted by the Company’s general employment policies. Executive shall not engage in any other business, profession or occupation for compensation or otherwise that would conflict or interfere with the rendition of services to the Company, either directly or indirectly; provided that nothing in this Agreement shall preclude Executive from # managing personal investments, # serving on civic or charitable boards or committees, # engaging in business or professional activities for compensation from a third party, for 40 or fewer hours per calendar year, so long as such activities do not compete with the Company, and # with the prior approval from the Chief Executive Officer (not to be unreasonably withheld or delayed), serving on the board of directors of one other for-profit company that does not compete with the Company, so long as all such activities described in [clauses (i) through (iv) herein] do not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement. Executive has provided to the Chief Executive Officer a written list of all boards of directors (whether for-profit or non-profit) of which he is a member.

Position, Duties, and Responsibilities. During the Term of Employment, Executive shall be employed and serve as the Chief Executive Officer of the Company (together with such other position or positions consistent with Executive’s title as the Board shall specify from time to time) and shall have such duties and responsibilities commensurate with such title and as the Board may designate from time to time. The Executive shall at all times be the highest ranking officer of the Company and shall report exclusively to the Board and/or such committees thereof as the Board may designate. In addition, the Executive shall be appointed to serve as a director on the Board and, at each annual stockholders meeting during the Term of Employment, shall be nominated for re-election to the Board. If requested by the Company, Executive also agrees to serve as the chief executive officer and/or director of any other member of the Company Group, in each case without additional compensation. The Executive shall be based at the Company’s corporate headquarters in Orlando, Florida. The Executive shall relocate Executive’s full-time primary personal residence to the Orlando metropolitan area no later than the Commencement Date. The Executive is expected to, and agrees to, spend as much time at the Company’s headquarters in Orlando, at the Company’s facilities, or otherwise traveling in an official capacity for the Company as reasonably necessary to satisfy the Executive’s obligations under Section 3(b) below. For the avoidance of doubt, the Executive acknowledges and agrees that the position requires a seven day per week, 365 day per year, level of responsibility.

Duties and Responsibilities. Executive shall serve as Chief Business Officer of the Company. In the performance of such duties, Executive shall report directly to the CEO and shall be subject to the direction of the CEO and to such limits upon Executive’s authority as the CEO may from time to time impose. In the event of the CEO’s incapacity or unavailability, Executive shall be subject to the direction of the Board. Executive hereby consents to serve as an officer and/or director of the Company or any subsidiary or affiliate thereof without any additional salary or compensation, if so requested by the CEO. Executive shall be employed by the Company on a full-time basis. Executive’s primary place of work shall be the Company’s facility in San Diego, California, or such other locations designated by the CEO from time to time. Executive shall also render services at such other places within or outside the United States as the CEO may direct from time to time. Executive shall be subject to and comply with the policies and procedures generally applicable to senior management of the Company to the extent the same are not inconsistent with any term of this Agreement.