​ shall have no duties or responsibilities except those expressly set forth in this Agreement and the Other Documents. Neither ​ nor any of its officers, directors, employees or agents shall be # liable for any action taken or omitted by them as such hereunder or in connection herewith, unless caused by their gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), or # responsible in any manner for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement, or in any of the Other Documents or in any certificate, report, statement or other document referred to or provided for in, or received by ​ under or in connection with, this Agreement or any of the Other Documents or for the value, validity, effectiveness, genuineness, due execution, enforceability or sufficiency of this Agreement, or any of the Other Documents or for any failure of any Loan Party to perform its obligations hereunder. ​ shall not be under any obligation to any ​ to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the Other Documents, or to inspect the properties, books or records of any Loan Party. The duties of ​ as respects the Advances to ​ shall be mechanical and administrative in nature; ​ shall not have by reason of this Agreement a fiduciary relationship in respect of any ​; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon ​ any obligations in respect of this Agreement except as expressly set forth herein.

The Company hereby employs Shulman and Shulman accepts employment as the President of the Company.

The Company hereby employs Greenblatt and Greenblatt accepts employment as a Vice President and Treasurer of the Company.

The Company hereby employs Lyke and Lyke accepts employment as a Vice President and Assistant Treasurer of the Company.

The Company hereby employs Silva and Silva accepts employment as a Vice President of the Company.

Duties. During the Employment Period, and excluding any periods of vacation, sick or other leave to which Employee is entitled under this Agreement, Employee agrees to devote reasonable attention and time to the business and affairs of the Employer commensurate with Employee’s offices, and, to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to use Employee’s reasonable best efforts to perform faithfully Employee’s responsibilities and duties under this Agreement.

Binding Nature. It is understood that this Letter of Intent, (including the Schedules attached hereto and incorporated herein), constitutes a binding statement of our mutual intentions, but may not contain all matters upon which agreement must be reached for the Acquisition to be consummated, and therefore, the Closing of the proposed Acquisition will occur only after the execution of the definitive Acquisition Documents, subject to the conditions expressed therein.

Contractual Nature. The provisions of this [Article VI] shall continue in effect as to a person who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the heirs, executors and administrators of such person. This [Article VI] shall be deemed to be a contract between the Company and each person who, at any time that this [Article VI] is in effect, serves or served in any capacity which entitles him or her to indemnification hereunder and any repeal or other modification of this [Article VI] or any repeal or modification of the Act, or any other applicable law shall not limit any rights of indemnification with respect to Proceedings in connection with which he or she is an Indemnified Person, or advancement of expenses in connection with such Proceedings, then existing or arising out of events, acts or omissions occurring prior to such repeal or modification, including without limitation, the right to indemnification for Proceedings, and advancement of expenses with respect to such Proceedings, commenced after such repeal or modification to enforce this [Article VI] with regard to Proceedings arising out of acts, omissions or events arising prior to such repeal or modification.

Binding Nature. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and permitted assigns.

The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

Outgoings means all present and future rates taxes duties charges assessments impositions and outgoings (whether or not of a capital or nonrecurring nature and including any of a novel nature);

Transitional Duties. If requested by the Board and agreed to by the Executive, Executive shall complete such reasonable transitional duties as the Board may request during a period of up to thirty (30) days after the Date of Termination (or longer, as mutually agreed by the parties) for which the Company shall pay Executive an hourly consulting fee (based upon Executive’s most recent Annual Base Salary) for such transitional services under this [Section 7(g)].

General Duties. As Chief Executive Officer of the Company, Employee will have general responsibility for the overall activities of the Company and such other powers and duties customary to such position. Employee shall perform her duties and obligations hereunder diligently, faithfully and completely, and with Employee’s application of her abilities, skills and judgment and in accordance with ethical and professional standards. More specifically as described in the Job Description attached.

No Duties. The parties hereto acknowledge and agree that the Securities Intermediary shall not have any additional duties under this Agreement other than those expressly set forth in this [Section 8.01], and the Securities Intermediary shall satisfy those duties expressly set forth in

Executive shall render to the very best of Executive's ability, on behalf of the Company, services to and on behalf of the Company, and shall undertake diligently all duties assigned to him by the Company.

Executive shall perform his duties and responsibilities as Company President and CEO within the framework of the vision, mission, and core values of Company, as well as the Articles of incorporation and Bylaws, of Company. In such capacity, Executive shall exercise general supervisory responsibility and management authority over Company and shall perform such other duties commensurate with his position as may reasonably be assigned to him from time to time by Company Board of Directors. As part of his duties, Executive shall be responsible for the hiring and discharge of all Company personnel and contractors, either directly or through his designees