During the term of his employment under this Agreement, Employee shall devote substantially his full business time, energy and attention to the benefit and business of Employer as may be necessary in performing his duties pursuant to this Agreement, subject to the following sentence. Employee shall not provide services of a business nature to any other person except that Employee may engage in the Permitted Activities (as defined in [Section 11(e)]) provided that such activities do not significantly interfere with Employee’s performance of his duties hereunder. In order to maximize Employee’s efficiency and effectiveness for Employer, Employee may utilize the services of his executive assistant to assist Employee with de minimis personal matters.

Vacations. During the Term and beginning on the Effective Date, the Executive shall be entitled to accrue up to five (5) weeks paid vacation for each full calendar year of employment, which shall be accrued ratably. Any accrued but unused vacation time shall carryover to the subsequent year with a maximum of 240 hours accrued. The Executive shall also be entitled to all paid holidays given by the Company to its executives.

GRAND VACATIONS SERVICES LLC,

Business Days. “Business Day” is any day that is not a Saturday, Sunday or a day on which banks in New York City are required to be closed.

Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

Set-Off. In addition to the rights and security interest elsewhere herein set forth, the Bank may, at its option at any time(s) after the occurrence of an Event of Default, and with or without notice to any Grantor, appropriate and apply to the payment or reduction, either in whole or in part, of the amount owing on any one or more of the Secured Obligations, whether or not then due, any and all moneys now or hereafter on deposit in any Deposit Account or otherwise to the credit of or belonging to a Grantor in any Deposit Account, it being understood and agreed that the Bank shall not be obligated to assert or enforce any rights or security interest hereunder or to take any action in reference thereto, and that the Bank may in its discretion at any time(s) relinquish its rights as to particular Collateral hereunder without thereby affecting or invalidating the Bank’s rights hereunder as to all or any other Collateral hereinbefore referred to.

Rounding-Off. The Administrative Agent may set up appropriate rounding off mechanisms or otherwise round-off amounts hereunder to the nearest higher or lower amount in whole Dollar or cent to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars or in whole cents, as may be necessary or appropriate.

Spin-off. ENZB agrees to spin-off its Subsidiary, ​ Each shareholder of ENZB will receive their pro-rata ownership in the Subsidiary. Following the spin-off, ENZB, will no longer own nor control its Subsidiary.

Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or its respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, # all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of [Section 2.11] and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the ​, and # the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Duties and Extent of Services During Period of Employment. During the Term, Employee shall: # remain employed by the Company as Vice President of Corporate Development and Strategy of the Company and Vice President of Sales and Marketing of the Company’s wholly owned subsidiary Altamira Instruments, Inc.; # perform such duties and services as are commensurate with Employee’s positions; # devote Employee’s full business time and exclusive business efforts to serving the Company; # perform all duties incident to Employee’s position to the best of Employee’s ability and in compliance with the policies and procedures of the Company, applicable law and past practice with respect to Employee’s responsibilities; and # perform all of Employee’s responsibilities and duties hereunder in southwestern Florida, Maine, or Pennsylvania as deemed appropriate by Employee, subject, however, to the reasonable travel requirements of Employee’s position, which travel requirements may include visits or occasional work at other offices of the Company from time to time.