Fiduciary Duties. Executive will retain his fiduciary responsibilities to the Companies to the extent provided by law. In addition, Executive agrees to continue to abide by applicable provisions of the principles and guidelines set forth in ​ Standards of Business Conduct, the terms of which are incorporated herein, including, but not limited to, the restrictions on insider trading and use of Company assets and information contained therein.

Notwithstanding anything to the contrary herein, nothing in this Agreement shall create any additional fiduciary obligations on the part of the Company or any members, partners, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents or other representatives of the Company or its affiliated entities, in such Person’s capacity as a member, partner, manager, managing member, officer, director, employee, advisor, principal, attorney, professional, accountant, investment banker, consultant, agent or other representative of the Company or its affiliated entities that such entities did not have prior to the execution of this Agreement. Nothing in this Agreement shall create any fiduciary duty or expand the other duties or responsibilities, if any, of the Support Party to any other Supporting Stakeholder, the Company or any of the Company’s creditors or other stakeholders.

Fiduciary Duties; No Conflicts. As a member of the Board, you will have fiduciary duties to the Company and its stockholders. By counter-signing this letter, you represent and warrant to the Company that your service on the Board will not breach or conflict with any agreement or other arrangement between you and any third party, and you agree not to enter into any agreement or other arrangement that conflicts with your ability to serve on the Board. You agree that if a conflict of interest arises during your tenure on the Board, based upon your employment, engagement or participation with or ownership of any other firm or entity or otherwise, you will promptly disclose such conflict to the Board in writing.

Fiduciary Duty. During his or her service with the Company Group the Participant shall devote his or her full energies, abilities, attention and business time to the performance of his or her service responsibilities and shall not engage in any activity which conflicts or interferes with, or in any way compromises, his or her performance of such responsibilities.

Fiduciary Obligations. The Company hereby represents that it intends to use the proceeds of the Note primarily for the operations of its business and not for any personal, family, or household purpose The Company hereby represents that its board of directors, in the exercise of its fiduciary duty, has approved the execution of this Agreement based upon a reasonable belief that the proceeds of the Note provided for herein is appropriate for the Company after reasonable inquiry concerning its financial objectives and financial situation

Successor Fiduciary. No Fiduciary shall be liable with respect to any breach of fiduciary duty if such breach was committed before such Fiduciary became a Fiduciary or after such Fiduciary ceased to be a Fiduciary.

Section # Fiduciary Duties.

Duties. You will serve as the Senior Executive Vice President, Chief Administrative Officer and Chief Human Resources Officer and agree to perform all duties reasonable and consistent with that office. You will report to the Chairman of the Board, President and Chief Executive Officer of ​ (the “CEO”) and you will be the most senior executive responsible for Human Resources and for Administration. Your Human Resources responsibilities shall encompass all elements of global Human Resources including administrative oversight of the Labor Relations function. Your Administration responsibilities shall include, without limitation, Corporate Real Estate, Facilities Management and Corporate Services, Corporate Security, Strategic Sourcing (including Travel), Corporate Planning activities, Corporate Philanthropy (including ​ Cares PSA inventory) and corporate social responsibility activities. Your responsibilities will also include the management oversight of EcoMedia, a division of ​. Your principal place of employment will be ​’s executive offices in the New York and Los Angeles metropolitan areas; provided, however, that you will be required to render services elsewhere upon request for business reasons.

Duties. My consulting services will be in connection with the activities specified on [Exhibit A], or as requested by any of the Company Representatives identified on [Exhibit A]. During the Consulting Period, I will perform all duties to the best of my ability. In the performance of such duties, I will consult with the Company in the manner set forth on [Exhibit A], to take place at the Company's facilities or at another place reasonably requested by the Company. I will be available for reasonable telephone consultation with the Company or the other parties with respect to whom my consulting services are being rendered.

Duties. Director agrees to perform the duties of a director of the Company in accordance with applicable law and serve as a business advisor to the Company (collectively, the “Services”).

DUTIES. During the Employment Period, the Employee agrees to serve the Corporation faithfully and to the best of the Employee’s ability under the direction of the Chief Executive Officer and the Board of Directors of the Corporation (the “Board”), devoting the Employee’s entire business time, energy and skill to such employment, and to perform from time to time such services and act in such office or capacity as the President and the Board shall request. The Employee shall follow applicable policies and procedures adopted by the Corporation from time to time, including without limitation policies relating to business ethics, conflicts of interest, non-discrimination, and confidentiality and protection of trade secrets.

Duties. In return for the compensation now and hereafter paid to me, I will perform such duties for Company as the Company may designate from time to time. During my employment with Company, I will devote my best efforts to the interests of Company, will not engage in other employment or in any activities that Company determines to be detrimental to its best interests and will otherwise abide by all of Company’s policies and procedures. Furthermore, I will not # reveal, disclose or otherwise make available to any person any Company password or key, whether or not the password or key is assigned to me or # obtain, possess or use in any manner a Company password or key that is not assigned to me. I will use my best efforts to prevent the unauthorized use of any laptop or personal computer, peripheral device, software or related technical documentation that the Company issues to me, and I will not input, load or otherwise attempt any unauthorized use of software in any Company computer, whether or not such computer is assigned to me.

Duties. From and after ​ (the “Effective Date”), and based upon the terms and conditions set forth herein, the Company agrees to employ the Employee and the Employee agrees to be employed by the Company, as the Company’s Chief Clinical Officer. During the Term (as defined in [Section 2] below), the Employee agrees to devote substantially all of his working time to the position he holds with the Company and to perform faithfully, industriously, and to the best of his ability, experience and talent, the duties that are assigned to him; provided that the Employee may devote a reasonable percentage of his time, consistent with his current practices prior to the Effective Date, to other commitments that do not conflict with his duties as an Employee. The Employee shall observe and abide by the reasonable corporate policies and decisions of the Company.

Section # Waiver of Defenses; Absence of Fiduciary Duties

Fiduciary Standards – A fiduciary shall discharge his duties with respect to a plan solely in the interest of the participants and beneficiaries and –

No Fiduciary Duty. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their Affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties acknowledge and agree that # the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and # in connection therewith and with the process leading thereto, # no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and # each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders or creditors. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.