Personnel Policies. Except as may be inconsistent with this Agreement, for the duration of his employment during the Term, the Executive shall be subject to the personnel policies of the Company applicable to executive level employees in effect from time to time, and any amendments or revisions thereto. In the event of a conflict between this Agreement and the Company’s personnel policies, the terms of this Agreement shall control.

Company Policies. The employment relationship between the parties shall also be subject to the Company’s personnel policies and procedures as they may be interpreted, adopted, revised or deleted from time to time in the Company’s sole discretion. Notwithstanding the foregoing, in the event that the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

COMPANY POLICIES. Consultant shall faithfully adhere to, execute and fulfill all Company Policies.

Compliance Policies. Each EnTrust Entity has implemented all formal codes of ethics, insider trading polices, personal trading policies, written supervisory procedures, written compliance policies, anti-money laundering policies and other policies as required by the Advisers Act and any other applicable Law. A complete and correct copy of each such policy has been made available to the Permal Contributor. Such codes of ethics, insider trading polices, personal trading policies, written supervisory procedures, written compliance policies, anti-money laundering policies and other policies comply in all respects with applicable Law (including the Advisers Act, Anti-Bribery Laws and Trade Control Laws). The policies of the EnTrust Entities as of the date hereof with respect to avoiding conflicts of interest are as set forth in the most recent EnTrust Filings or policy manuals of the EnTrust Entities, as amended, which have been made available to the Permal Contributor. In the past three (3) years, there have been no material violations of such code of ethics, insider trading polices, personal trading policies, written supervisory procedures, anti-money laundering policies and other policies. The EnTrust Entities have conducted an annual compliance review as required by 206(4)-7 of the Advisers Act and no such annual review has identified any material violation or weakness in their respective compliance policies or control environments.

Each of the Debtors’ insurance policies and any agreements, documents, or instruments relating thereto, are treated as Executory Contracts under the Plan. Unless otherwise provided in the Plan, on the Effective Date, the Debtors shall be deemed to have assumed all insurance policies and any agreements, documents, and instruments relating to coverage of all insured Claims.

Company Policies. Executive shall be subject to additional Company policies as they may exist from time-to-time, including policies with regard to stock ownership by senior executives and policies regarding trading of securities.

Investment. All funds received by the Escrow Agent shall be held only in non-interest bearing bank accounts at the Bank.

INVESTMENT. Subject to the terms and conditions of this Agreement, including the Agreement Terms set forth in Exhibit B, Purchaser shall purchase at the applicable Closing and the Company shall sell and issue to Purchaser at such Closing that number of shares of Stock set forth as agreed at a price per share equal to the Purchase Price, and Purchaser and the Company agrees to be bound by the obligations set forth in this Agreement and to grant to the other parties hereto the rights set forth in this Agreement.

Investment. Each shareholder of HoldCo will sign a representation letter in form and content acceptable to Buyer representing among other facts that each: # understands that the Series C Shares issued in connection with the Merger has not been, and will not be, registered under the 1933 Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, which exemptions are dependent in part on the accuracy of such representations; # is acquiring the Series C Shares solely for his or her own account for investment purposes, and not with a view to the sale or distribution thereof; # is a sophisticated investor with knowledge and experience in business and financial matters so as to be able to evaluate the risks and merits of an investment in the Series C Shares or has had an advisor with sufficient education and experience to advise him or her as to such risks and merits; # has access to certain information concerning Buyer, including the Buyer Financial Statements and other filings made by Buyer with the SEC, and has had the opportunity to ask questions and receive answers concerning the transaction and the business of Buyer and to obtain additional information as desired in order to evaluate the merits and risks inherent in holding any Series C Shares; # is able to bear the economic risk and lack of liquidity inherent in holding any Series C Shares; and # understands that the Series C Shares cannot be transferred other than in a transaction registered or exempt from registration under the 1933 Act and will bear the restrictive legend described in [Section 2.4] hereof, and that Buyer has no obligation to register the Series C Shares.

Other Employment Policies. At all times during his or her employment, Employee shall comply with all of the applicable business conduct and other policies generally in effect for employees of the Company and Company Affiliates, as the same may be amended from time to time. This Retention Payment will not be considered eligible pay or compensation for purposes of any benefit plan or program of the Company or Company Affiliates.