(b)To the extent that any of the payments or benefits provided for in Section5(b) are deemed to constitute non-qualified deferred compensation benefits subject to Section 409A of the United States Internal Revenue Code (the Code), the following interpretations apply to Section 5: Any termination of the Executives employment triggering payment of benefits under Section 5(b) must constitute a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. 1.409A-1 (h) before distribution of such benefits can commence. To the extent that the termination of the Executives employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. 1.409A-1 (h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executives employment terminates), any benefits payable under Section 5 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. 1.409A- 1(h). For purposes of clarification, this Section 7(b) shall not cause any forfeiture of benefits on the Executives part, but shall only act as a delay until such time as a separation from service occurs. Further, if the Executive is a specified employee (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (i) the business day following the six-month anniversary of the date his separation from service becomes effective, and (ii) the date of the Executives death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (i) the business day following the six-month anniversary of the date his separation from service becomes effective, and (ii) the Executives death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b) of this Agreement. It is intended that each installment of the payments and benefits provided under Section 5(b) of this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section409A of the Code.

( b ) To the extent that any of the payments or benefits provided for in Section5 ( b ) are deemed to constitute non-qualified deferred compensation benefits subject to Section 409A of the United States Internal Revenue Code ( the Code ) , the following interpretations apply to Section 5 : Any termination of the Executives employment triggering payment of benefits under Section 5 ( b ) must constitute a separation from service under Section 409A ( a ) ( 2 ) ( A ) ( i ) of the Code and Treas . Reg . 1 . 409A-1 ( h ) before distribution of such benefits can commence . To the extent that the termination of the Executives employment does not constitute a separation of service under Section 409A ( a ) ( 2 ) ( A ) ( i ) of the Code and Treas . Reg . 1 . 409A-1 ( h ) ( as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents , subsidiaries or affiliates at the time the Executives employment terminates ) , any benefits payable under Section 5 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A ( a ) ( 2 ) ( A ) ( i ) of the Code and Treas . Reg . 1 . 409A - 1 ( h ) . For purposes of clarification , this Section 7 ( b ) shall not cause any forfeiture of benefits on the Executives part , but shall only act as a delay until such time as a separation from service occurs . Further , if the Executive is a specified employee ( as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder ) on the date his separation from service becomes effective , any benefits payable under Section 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of ( i ) the business day following the six-month anniversary of the date his separation from service becomes effective , and ( ii ) the date of the Executives death , but only to the extent necessary to avoid such penalties under Section 409A of the Code . On the earlier of ( i ) the business day following the six-month anniversary of the date his separation from service becomes effective , and ( ii ) the Executives death , the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5 ( b ) of this Agreement . It is intended that each installment of the payments and benefits provided under Section 5 ( b ) of this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code . Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section409A of the Code .


(d)If during the remaining term hereof after the Change of Control Date (i) Executive's employment is terminated by the Company; or (ii) there shall have occurred a material reduction in Executive's compensation or employment related benefits, or a material change in Executive's status, working conditions, management responsibilities or titles, and Executive voluntarily terminates his relationship with the Company within sixty (60) days of an such occurrence, or the last in a series of occurrences, then Executive shall be entitled to receive, in addition to the compensation provided for in Section 5(b), and subject to the provisions of subsections (e) and (f) below, a lump sum payment equal to two hundred ninety-nine percent (299%) of Executive's base period income as determined under (e) below, plus an additional amount representing a gross-up of any state or federal taxes payable by Executive as a result of any such payment. Such amount will be paid to Executive within thirty (30) days after his termination of his affiliation with the Company.

( d ) If during the remaining term hereof after the Change of Control Date ( i ) Executive ' s employment is terminated by the Company ; or ( ii ) there shall have occurred a material reduction in Executive ' s compensation or employment related benefits , or a material change in Executive ' s status , working conditions , management responsibilities or titles , and Executive voluntarily terminates his relationship with the Company within sixty ( 60 ) days of an such occurrence , or the last in a series of occurrences , then Executive shall be entitled to receive , in addition to the compensation provided for in Section 5 ( b ) , and subject to the provisions of subsections ( e ) and ( f ) below , a lump sum payment equal to two hundred ninety-nine percent ( 299 % ) of Executive ' s base period income as determined under ( e ) below , plus an additional amount representing a gross-up of any state or federal taxes payable by Executive as a result of any such payment . Such amount will be paid to Executive within thirty ( 30 ) days after his termination of his affiliation with the Company .


24.Governing Law.This is a Florida contract and shall be construed under and be governed in all respects by the laws of Florida for contracts to be performed in that state and without giving effect to the conflict of laws principles of Florida or any other state.

24 . Governing Law . This is a Florida contract and shall be construed under and be governed in all respects by the laws of Florida for contracts to be performed in that state and without giving effect to the conflict of laws principles of Florida or any other state .


EMPLOYMENT AGREEMENT , dated as of January 20, 2016 (the Employment Agreement), by and between Evoqua Water Technologies LLC , a Delaware limited liability company (the Company) and Anthony Webster (the Executive) (each of the Executive and the Company, a Party, and collectively, the Parties).

EMPLOYMENT AGREEMENT , dated as of January 20 , 2016 ( the Employment Agreement ) , by and between Evoqua Water Technologies LLC , a Delaware limited liability company ( the Company ) and Anthony Webster ( the Executive ) ( each of the Executive and the Company , a Party , and collectively , the Parties ) .


1.1. Term. The initial term of the Executives employment under this Employment Agreement will commence on February 22, 2016 (the Effective Date) and end on the third anniversary of the Effective Date (the Initial Employment Period), unless terminated earlier pursuant to Section 3 hereof; provided, however, that the Employment Period will automatically be extended for a one-year period on the third anniversary of the Effective Date (and on each anniversary of the Effective Date thereafter) (the Renewal Period), unless either the Executive or the Company provides the other Party with written notice at least 30 days prior to the end of the then-current Employment Period of his or its intention not to further extend the Employment Period (the Initial Employment Period and each subsequent Renewal Period, if any, shall constitute the Employment Period, unless terminated earlier pursuant to Section 3 of this Employment Agreement).

1 . 1 . Term . The initial term of the Executives employment under this Employment Agreement will commence on February 22 , 2016 ( the Effective Date ) and end on the third anniversary of the Effective Date ( the Initial Employment Period ) , unless terminated earlier pursuant to Section 3 hereof ; provided , however , that the Employment Period will automatically be extended for a one-year period on the third anniversary of the Effective Date ( and on each anniversary of the Effective Date thereafter ) ( the Renewal Period ) , unless either the Executive or the Company provides the other Party with written notice at least 30 days prior to the end of the then-current Employment Period of his or its intention not to further extend the Employment Period ( the Initial Employment Period and each subsequent Renewal Period , if any , shall constitute the Employment Period , unless terminated earlier pursuant to Section 3 of this Employment Agreement ) .


(a) Base Salary. As compensation for the performance of the Executives services hereunder, during the Employment Period, the Company shall pay to the Executive a salary at an annual rate of $350,000 , payable in accordance with the Companys standard payroll policies (the Base Salary). The Base Salary will be reviewed annually and may be adjusted upward (but not downward) by the board of directors of the Company (the Board) (or a committee thereof) in its discretion.

( a ) Base Salary . As compensation for the performance of the Executives services hereunder , during the Employment Period , the Company shall pay to the Executive a salary at an annual rate of $ 350 , 000 , payable in accordance with the Companys standard payroll policies ( the Base Salary ) . The Base Salary will be reviewed annually and may be adjusted upward ( but not downward ) by the board of directors of the Company ( the Board ) ( or a committee thereof ) in its discretion .


(b) Annual Bonus. For each fiscal year ending during the Employment Period, the Executive shall be eligible for potential awards of additional compensation (the Annual Bonus) to be based upon the achievement of one or more performance goals established by senior management of the Company (the Performance Targets). The Annual Bonus shall be prorated for any partial fiscal years occurring within the Employment Period. The Executives target Annual Bonus opportunity for each fiscal year that ends during the Employment Period shall be equal to 50% of Base Salary (the Target Annual Bonus Opportunity), with the actual Annual Bonus, if any, to be based on the Companys actual performance relative to the Performance Targets. The Annual Bonus, if any, shall be paid in cash within 120 days of the fiscal year end, assuming the delivery of the relevant financial statements in a timely manner, but in no event later than March 15th of the year following the end of the fiscal year for which the Annual Bonus, if any, is earned; provided, that, except as set forth in Section 3, the Executive must continue to be employed by the Company through the end of the applicable fiscal year.

( b ) Annual Bonus . For each fiscal year ending during the Employment Period , the Executive shall be eligible for potential awards of additional compensation ( the Annual Bonus ) to be based upon the achievement of one or more performance goals established by senior management of the Company ( the Performance Targets ) . The Annual Bonus shall be prorated for any partial fiscal years occurring within the Employment Period . The Executives target Annual Bonus opportunity for each fiscal year that ends during the Employment Period shall be equal to 50 % of Base Salary ( the Target Annual Bonus Opportunity ) , with the actual Annual Bonus , if any , to be based on the Companys actual performance relative to the Performance Targets . The Annual Bonus , if any , shall be paid in cash within 120 days of the fiscal year end , assuming the delivery of the relevant financial statements in a timely manner , but in no event later than March 15th of the year following the end of the fiscal year for which the Annual Bonus , if any , is earned ; provided , that , except as set forth in Section 3 , the Executive must continue to be employed by the Company through the end of the applicable fiscal year .


The term of Executives employment under this Agreement shall commence on October2, 2017 (the Effective Date) and, unless earlier terminated pursuant to Section5 below, shall continue for a period ending on the date that is three (3)years following the Effective Date (the Original Term of Employment). The Original Term of Employment shall be automatically renewed for successive one (1)year terms (the Renewal Terms) unless at least one hundred twenty (120) days prior to the expiration of the Original Term of Employment or any Renewal Term, either Party notifies the other Party in writing that Executive or it is electing to terminate this Agreement at the expiration of the then current Term of Employment. Term shall mean the Original Term of Employment and all Renewal Terms. For purposes of this Agreement, except as otherwise provided herein, the phrases year during the Term or similar language shall refer to each twelve (12) month period commencing on the Effective Date or applicable anniversaries thereof.

The term of Executives employment under this Agreement shall commence on October2 , 2017 ( the Effective Date ) and , unless earlier terminated pursuant to Section5 below , shall continue for a period ending on the date that is three ( 3 ) years following the Effective Date ( the Original Term of Employment ) . The Original Term of Employment shall be automatically renewed for successive one ( 1 ) year terms ( the Renewal Terms ) unless at least one hundred twenty ( 120 ) days prior to the expiration of the Original Term of Employment or any Renewal Term , either Party notifies the other Party in writing that Executive or it is electing to terminate this Agreement at the expiration of the then current Term of Employment . Term shall mean the Original Term of Employment and all Renewal Terms . For purposes of this Agreement , except as otherwise provided herein , the phrases year during the Term or similar language shall refer to each twelve ( 12 ) month period commencing on the Effective Date or applicable anniversaries thereof .


3.1 Base Salary. During the Term, as compensation for Executives services hereunder, Executive shall receive a salary at no less than the annualized rate of $1 Million Dollars ( $1,000,000 ) per year (Base Salary as may be increased from time to time), which shall be paid in accordance with the Companys normal payroll practices and procedures, less such deductions or offsets required by applicable law or otherwise authorized by Executive.

3 . 1 Base Salary . During the Term , as compensation for Executives services hereunder , Executive shall receive a salary at no less than the annualized rate of $ 1 Million Dollars ( $ 1 , 000 , 000 ) per year ( Base Salary as may be increased from time to time ) , which shall be paid in accordance with the Companys normal payroll practices and procedures , less such deductions or offsets required by applicable law or otherwise authorized by Executive .


3.2 Annual Performance Bonus. The Executive shall participate each fiscal year during the Term in the Companys annual bonus plan as adopted and approved by the Companys Board of Directors (the Board) or the Compensation Committee of the Board (the Compensation Committee) from time to time. For the fiscal year ongoing as of the Effective Date (FY 18), Executives annual bonus opportunity pursuant to such plan shall equal one hundred seventy-five percent ( 175% ) (the Annual Target Bonus) of the Base Salary and for each subsequent year, equal to the bonus opportunity as established by the Compensation Committee of the Board but no less than one hundred seventy-five percent (175% ) of the Base Salary. For FY18 Executive will receive an Annual Performance Bonus of no less than the pro-rata portion of an Annual Target Bonus. Payment of any bonus earned shall be made in accordance with the terms of the Companys annual bonus plan as in effect for the year for which the bonus is earned.

3 . 2 Annual Performance Bonus . The Executive shall participate each fiscal year during the Term in the Companys annual bonus plan as adopted and approved by the Companys Board of Directors ( the Board ) or the Compensation Committee of the Board ( the Compensation Committee ) from time to time . For the fiscal year ongoing as of the Effective Date ( FY 18 ) , Executives annual bonus opportunity pursuant to such plan shall equal one hundred seventy-five percent ( 175 % ) ( the Annual Target Bonus ) of the Base Salary and for each subsequent year , equal to the bonus opportunity as established by the Compensation Committee of the Board but no less than one hundred seventy-five percent ( 175 % ) of the Base Salary . For FY18 Executive will receive an Annual Performance Bonus of no less than the pro-rata portion of an Annual Target Bonus . Payment of any bonus earned shall be made in accordance with the terms of the Companys annual bonus plan as in effect for the year for which the bonus is earned .


3.3 Equity Awards. Executive will be eligible to participate during the Term in the Companys Long Term Incentive Plan (LTIP). Executives long term incentive factor will be based upon four hundred twenty five percent (425%) of Executives Base Salary. Therefore, on each regular grant date occurring during the Term, Executive will be granted awards under the Companys 2014 Omnibus Equity Plan or any successor plan thereto (the Equity Plan), a copy of which Equity Plan has been filed as Exhibit10.1 to the Companys current report on Form8-K filed with the Securities and Exchange Commission on June23, 2014, pursuant to the LTIP valued at four hundred twenty five percent (425%)

3 . 3 Equity Awards . Executive will be eligible to participate during the Term in the Companys Long Term Incentive Plan ( LTIP ) . Executives long term incentive factor will be based upon four hundred twenty five percent ( 425 % ) of Executives Base Salary . Therefore , on each regular grant date occurring during the Term , Executive will be granted awards under the Companys 2014 Omnibus Equity Plan or any successor plan thereto ( the Equity Plan ) , a copy of which Equity Plan has been filed as Exhibit10 . 1 to the Companys current report on Form8-K filed with the Securities and Exchange Commission on June23 , 2014 , pursuant to the LTIP valued at four hundred twenty five percent ( 425 % )


4.4 Automobile Allowance. During the Term, the Company shall provide Executive with an automobile allowance of $1,000.00 per month.

4 . 4 Automobile Allowance . During the Term , the Company shall provide Executive with an automobile allowance of $ 1 , 000 . 00 per month .


4.5 Annual Legal and Financial Planning Allowance. During the Term, the Company shall provide Executive with a legal and financial planning allowance in the amount of $10,000.00 . During the first year of the original Term, the Company shall provide Executive with a legal and financial planning allowance of $20,000.00 to include legal services for review of the initial employment agreement. The provisions of Section14(b)shall apply to any payments or reimbursements made under this Section4.5.

4 . 5 Annual Legal and Financial Planning Allowance . During the Term , the Company shall provide Executive with a legal and financial planning allowance in the amount of $ 10 , 000 . 00 . During the first year of the original Term , the Company shall provide Executive with a legal and financial planning allowance of $ 20 , 000 . 00 to include legal services for review of the initial employment agreement . The provisions of Section14 ( b ) shall apply to any payments or reimbursements made under this Section4 . 5 .


Except as necessary for the Company and its subsidiaries, affiliates, strategic partners, successors or assigns or Executive to specifically enforce or enjoin a breach of this Agreement (to the extent such remedies are otherwise available), the parties agree that any and all disputes that may arise in connection with, arising out of or relating to this Agreement, or any dispute that relates in any way, in whole or in part, to Executives employment with the Company or any subsidiary, affiliate or strategic partner, the termination of that employment or any other dispute by and between the parties or their subsidiaries, affiliates, strategic partners, successors or assigns, shall be submitted to final and binding arbitration in the Commonwealth of Pennsylvania according to the National Employment Dispute Resolution Rules and procedures of the American Arbitration Association at the time in effect. This arbitration obligation extends to any and all claims that may arise by and between the parties or their subsidiaries, affiliates, strategic partners, successors or assigns, and expressly extends to, without limitation, claims or causes of action for wrongful termination, impairment of ability to compete in the open labor market, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and claims under the Pennsylvania Constitution, the United States Constitution, and applicable state and federal fair employment laws, federal and state equal employment opportunity laws, and federal and state labor statutes and regulations, including, but not limited to, the Civil Rights Act of 1964 , as amended, the Fair Labor Standards Act , as amended, the Americans With Disabilities Act of 1990 , as amended, the Rehabilitation Act of 1973 , as amended, the

Except as necessary for the Company and its subsidiaries , affiliates , strategic partners , successors or assigns or Executive to specifically enforce or enjoin a breach of this Agreement ( to the extent such remedies are otherwise available ) , the parties agree that any and all disputes that may arise in connection with , arising out of or relating to this Agreement , or any dispute that relates in any way , in whole or in part , to Executives employment with the Company or any subsidiary , affiliate or strategic partner , the termination of that employment or any other dispute by and between the parties or their subsidiaries , affiliates , strategic partners , successors or assigns , shall be submitted to final and binding arbitration in the Commonwealth of Pennsylvania according to the National Employment Dispute Resolution Rules and procedures of the American Arbitration Association at the time in effect . This arbitration obligation extends to any and all claims that may arise by and between the parties or their subsidiaries , affiliates , strategic partners , successors or assigns , and expressly extends to , without limitation , claims or causes of action for wrongful termination , impairment of ability to compete in the open labor market , breach of an express or implied contract , breach of the covenant of good faith and fair dealing , breach of fiduciary duty , fraud , misrepresentation , defamation , slander , infliction of emotional distress , disability , loss of future earnings , and claims under the Pennsylvania Constitution , the United States Constitution , and applicable state and federal fair employment laws , federal and state equal employment opportunity laws , and federal and state labor statutes and regulations , including , but not limited to , the Civil Rights Act of 1964 , as amended , the Fair Labor Standards Act , as amended , the Americans With Disabilities Act of 1990 , as amended , the Rehabilitation Act of 1973 , as amended , the


Rite Aid Corporation ---|---|---


Kermit Crawford , at Executives last address shown on the payroll records of the Company.

Kermit Crawford , at Executives last address shown on the payroll records of the Company .


13.2 Governing Law. This Agreement is executed in Pennsylvania and shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to conflicts of laws principles thereof which might refer such interpretations to the laws of a different state or jurisdiction. Any court action instituted by Executive relating in any way to this Agreement shall be filed exclusively in state or federal court in the Commonwealth of Pennsylvania and Executive consents to the jurisdiction and venue of said courts in any action instituted by or on behalf of the Company against Executive.

13 . 2 Governing Law . This Agreement is executed in Pennsylvania and shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to conflicts of laws principles thereof which might refer such interpretations to the laws of a different state or jurisdiction . Any court action instituted by Executive relating in any way to this Agreement shall be filed exclusively in state or federal court in the Commonwealth of Pennsylvania and Executive consents to the jurisdiction and venue of said courts in any action instituted by or on behalf of the Company against Executive .


(ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 ( COBRA ), continued participation by Executive and Executives eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9)months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section105(h)of the Internal Revenue Code of 1986, as amended (the Code), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9)months , which amount shall be paid in a lump sum at the same time payments under Section5(e)(i)commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA ; and

( ii ) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 ( COBRA ) , continued participation by Executive and Executives eligible dependents in the standard group medical , dental and vision plans of the Company as in effect from time to time , on substantially the same terms and conditions as such benefits are provided to employees during the applicable period , and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine ( 9 ) months or , if earlier , until the date Executive is no longer eligible to receive COBRA continuation coverage ; provided , however , in the event the Company determines that such provisions would subject Executive to taxation under Section105 ( h ) of the Internal Revenue Code of 1986 , as amended ( the Code ) , or otherwise violate any healthcare law or regulation , then , in lieu of reimbursing Executive , the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine ( 9 ) months , which amount shall be paid in a lump sum at the same time payments under Section5 ( e ) ( i ) commence and is intended to assist Executive with costs of health coverage , which Executive may ( but is not required to ) obtain through an election to continue health care coverage under COBRA ; and


(b) Each payment under this Agreement, including each installment payment, shall be considered a separate and distinct payment. For purposes of this Agreement, each payment is intended to be excepted from Section409A to the maximum extent provided as follows: (i)each payment made within the applicable 2 month period specified in Treas. Reg. 1.409A-1 (b)(4)is intended to be excepted under the short-term deferral exception; (ii)post- termination medical benefits are intended to be excepted under the medical benefits exception as specified in Treas. Reg. 1.409A-1 (b)(9)(v)(B); and (iii)to the extent payments are made as a result of an involuntary separation, each payment that is not otherwise excepted under the short-term deferral exception or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treas. Reg. 1.409A-1 (b)(9)(iii). With respect to payments subject to Section409A (and not excepted therefrom), if any, it is intended that each payment is paid on a permissible distribution event and at a specified time consistent with Section409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section409A. Executive shall have no right to designate the date or any payment under this Agreement.

( b ) Each payment under this Agreement , including each installment payment , shall be considered a separate and distinct payment . For purposes of this Agreement , each payment is intended to be excepted from Section409A to the maximum extent provided as follows : ( i ) each payment made within the applicable 2 month period specified in Treas . Reg . 1 . 409A-1 ( b ) ( 4 ) is intended to be excepted under the short-term deferral exception ; ( ii ) post - termination medical benefits are intended to be excepted under the medical benefits exception as specified in Treas . Reg . 1 . 409A-1 ( b ) ( 9 ) ( v ) ( B ) ; and ( iii ) to the extent payments are made as a result of an involuntary separation , each payment that is not otherwise excepted under the short-term deferral exception or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treas . Reg . 1 . 409A-1 ( b ) ( 9 ) ( iii ) . With respect to payments subject to Section409A ( and not excepted therefrom ) , if any , it is intended that each payment is paid on a permissible distribution event and at a specified time consistent with Section409A . Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section409A . Executive shall have no right to designate the date or any payment under this Agreement .


WHEREAS, as of the Effective Date (as defined below) the Company desires to employ the Executive as its Senior Vice President of Regulatory Affairs , and the Executive desires to accept such employment, on the terms and conditions set forth in this Agreement.

WHEREAS , as of the Effective Date ( as defined below ) the Company desires to employ the Executive as its Senior Vice President of Regulatory Affairs , and the Executive desires to accept such employment , on the terms and conditions set forth in this Agreement .


2. EFFECTIVE DATE AND TERM . This Agreement shall be effective, and its term (the Term) shall commence as of October3, 2017 (the Effective Date). The Term shall continue through and until December31, 2017 (the Initial Term), unless terminated sooner as provided by this Agreement or extended by the Parties. The Term shall be automatically renewed for successive periods of one year each (each, a Renewal Term), unless either Party gives to the other written notice of intent not to renew at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term (a Notice of Non-Renewal).

2 . EFFECTIVE DATE AND TERM . This Agreement shall be effective , and its term ( the Term ) shall commence as of October3 , 2017 ( the Effective Date ) . The Term shall continue through and until December31 , 2017 ( the Initial Term ) , unless terminated sooner as provided by this Agreement or extended by the Parties . The Term shall be automatically renewed for successive periods of one year each ( each , a Renewal Term ) , unless either Party gives to the other written notice of intent not to renew at least ninety ( 90 ) days prior to the expiration of the Initial Term or any Renewal Term ( a Notice of Non-Renewal ) .


A. Duties. During the Term, the Executive shall hold the title of Senior Vice President of Regulatory Affairs and shall perform such duties as the Company may reasonably require and shall use her best efforts to carry into effect the directions of Company senior management. The Executive shall report to the CEO or any other officer of the Company that the CEO or the Board of Directors (the Board) shall designate from time to time. During the Term, the Executive shall be bound by, and comply fully with, all of the Companys policies and procedures in place from time to time for employees and, to the extent applicable, officers.

A . Duties . During the Term , the Executive shall hold the title of Senior Vice President of Regulatory Affairs and shall perform such duties as the Company may reasonably require and shall use her best efforts to carry into effect the directions of Company senior management . The Executive shall report to the CEO or any other officer of the Company that the CEO or the Board of Directors ( the Board ) shall designate from time to time . During the Term , the Executive shall be bound by , and comply fully with , all of the Companys policies and procedures in place from time to time for employees and , to the extent applicable , officers .


D. Breach. The Executive acknowledges that there may be circumstances in which her breach of any covenant set forth in this Section5 could cause substantial harm to the Company which may not be compensable by monetary damages alone, and which could potentially entitle the Company to injunctive relief. However, by acknowledging this possibility, the Executive is not agreeing to waive her right to require the Company to meet its evidentiary burdens as required by law in any cause of action brought by the Company seeking such injunctive relief. The restrictions contained in Subsection 5.C. above shall not prohibit Executive from owning (beneficially or of record) less than 5% of any class of equity or debt security issued by a publicly-held company, regardless of whether that publicly-held company is otherwise a competitor of the Company.

D . Breach . The Executive acknowledges that there may be circumstances in which her breach of any covenant set forth in this Section5 could cause substantial harm to the Company which may not be compensable by monetary damages alone , and which could potentially entitle the Company to injunctive relief . However , by acknowledging this possibility , the Executive is not agreeing to waive her right to require the Company to meet its evidentiary burdens as required by law in any cause of action brought by the Company seeking such injunctive relief . The restrictions contained in Subsection 5 . C . above shall not prohibit Executive from owning ( beneficially or of record ) less than 5 % of any class of equity or debt security issued by a publicly-held company , regardless of whether that publicly-held company is otherwise a competitor of the Company .


(3) In the event the Term is terminated pursuant to Subsection 6.B.(1)or 6.B.(2), or in the event that the Term is terminated at the end of the Initial Term or a Renewal Term in connection with the Company providing the Executive with a Notice of Non-Renewal effective in connection with the expiration of the Initial Term or a Renewal Term, the Company shall pay the Executive as a severance benefit a lump sum cash severance payment in an amount equal to 100% of the Executives then existing annual Base Salary (i.e., twelve (12) months of Base Salary) (the Severance Payment) plus Base Salary and Annual Bonus (if any) earned and accrued prior to termination. In addition, if and to the extent the Executive timely elects to continue her health insurance employee benefits pursuant to COBRA, then the Company will pay the Executive for a period of 18 months , commencing with the payroll date on or following the 63rd day after the last day of her employment with the Company, subject to the effectiveness of the Release (as defined below) a monthly amount, payable in accordance with the Companys regular payroll practices, equal to the applicable COBRA costs, subject to applicable tax withholdings (the Supplemental Payments). The Severance Payment shall be paid within 10 days following the effectiveness of the Release (as defined below); provided, however, that if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the Code) concerning payments to specified employees, to the extent applicable, such payment shall be delayed until the first business day of the seventh month following the Executives termination of employment and separation from service (within the meaning of Section409A of the Code). Notwithstanding any provisions of the stock option plan or stock option agreement pursuant to which any stock options were granted to the Executive, the Executive shall be entitled to exercise her vested equity awards until one year from the date of termination of employment or the expiration of the stated period of the vested equity award, whichever period is the shorter.

( 3 ) In the event the Term is terminated pursuant to Subsection 6 . B . ( 1 ) or 6 . B . ( 2 ) , or in the event that the Term is terminated at the end of the Initial Term or a Renewal Term in connection with the Company providing the Executive with a Notice of Non-Renewal effective in connection with the expiration of the Initial Term or a Renewal Term , the Company shall pay the Executive as a severance benefit a lump sum cash severance payment in an amount equal to 100 % of the Executives then existing annual Base Salary ( i . e . , twelve ( 12 ) months of Base Salary ) ( the Severance Payment ) plus Base Salary and Annual Bonus ( if any ) earned and accrued prior to termination . In addition , if and to the extent the Executive timely elects to continue her health insurance employee benefits pursuant to COBRA , then the Company will pay the Executive for a period of 18 months , commencing with the payroll date on or following the 63rd day after the last day of her employment with the Company , subject to the effectiveness of the Release ( as defined below ) a monthly amount , payable in accordance with the Companys regular payroll practices , equal to the applicable COBRA costs , subject to applicable tax withholdings ( the Supplemental Payments ) . The Severance Payment shall be paid within 10 days following the effectiveness of the Release ( as defined below ) ; provided , however , that if necessary to comply with the restriction in Section 409A ( a ) ( 2 ) ( B ) of the Internal Revenue Code of 1986 , as amended ( the Code ) concerning payments to specified employees , to the extent applicable , such payment shall be delayed until the first business day of the seventh month following the Executives termination of employment and separation from service ( within the meaning of Section409A of the Code ) . Notwithstanding any provisions of the stock option plan or stock option agreement pursuant to which any stock options were granted to the Executive , the Executive shall be entitled to exercise her vested equity awards until one year from the date of termination of employment or the expiration of the stated period of the vested equity award , whichever period is the shorter .


(a) An acquisition (other than directly from the Company) of any voting securities of the Company (the Voting Securities) other than in a Non- Control Acquisition (as defined below) by any Person (as the term person is used for purposes of Section13(d)or 14(d)of the Securities Exchange Act of 1934 , as amended, (the 1934 Act )) which results in such Person first attaining Beneficial Ownership (within the meaning of Rule13d-3 promulgated under the 1934 Act ) of fifty-one percent (51%) or more of the combined voting power of the Companys then outstanding Voting Securities. For purposes of the foregoing, a Non-Control Acquisition shall mean an acquisition by (i)an employee benefit plan (or a trust forming a part thereof) maintained by (x)the Company or (y)any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a Subsidiary), or (ii)the Company or any Subsidiary.

( a ) An acquisition ( other than directly from the Company ) of any voting securities of the Company ( the Voting Securities ) other than in a Non - Control Acquisition ( as defined below ) by any Person ( as the term person is used for purposes of Section13 ( d ) or 14 ( d ) of the Securities Exchange Act of 1934 , as amended , ( the 1934 Act ) ) which results in such Person first attaining Beneficial Ownership ( within the meaning of Rule13d-3 promulgated under the 1934 Act ) of fifty-one percent ( 51 % ) or more of the combined voting power of the Companys then outstanding Voting Securities . For purposes of the foregoing , a Non-Control Acquisition shall mean an acquisition by ( i ) an employee benefit plan ( or a trust forming a part thereof ) maintained by ( x ) the Company or ( y ) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company ( a Subsidiary ) , or ( ii ) the Company or any Subsidiary .


(b) The individuals who, as of the date of this Agreement, were members of the Board (the Incumbent Board) cease for any reason to constitute at least 66 2/3% of the Board; provided, however, that if the election, or a nomination for election by the Companys shareholders, of any new director was approved by a vote of at least 66 2/3% of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened Election Contest (as described in Rule14a-11 promulgated under the 1934 Act ) or other actual or threatened solicitation of the proxies or consents by or on behalf of a Person other than the Board (a Proxy Contest) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

( b ) The individuals who , as of the date of this Agreement , were members of the Board ( the Incumbent Board ) cease for any reason to constitute at least 66 2 / 3 % of the Board ; provided , however , that if the election , or a nomination for election by the Companys shareholders , of any new director was approved by a vote of at least 66 2 / 3 % of the Incumbent Board , such new director shall be considered as a member of the Incumbent Board ; provided further , however , that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened Election Contest ( as described in Rule14a-11 promulgated under the 1934 Act ) or other actual or threatened solicitation of the proxies or consents by or on behalf of a Person other than the Board ( a Proxy Contest ) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest ; or


(c) The consummation of a transaction approved by the Companys shareholders and involving: (1)a merger, consolidation or reorganization in which the Company is a constituent corporation, unless (i)the shareholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least a majority of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization (the Surviving Corporation) in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation or reorganization, (ii)the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least a majority of the members of the board of directors of the Surviving Corporation, and (iii)no Person other than (w)the Company, (x)any Subsidiary, (y)any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Subsidiary, or (z)any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of fifty-one percent (51%) or more of the then outstanding Voting Securities, has Beneficial Ownership of fifty-one percent (51%) or more of the combined voting power of the Surviving Corporations then outstanding voting securities (a transaction described in clauses (i)and (ii)shall herein be referred to as a Non- Control Transaction); (2)a complete liquidation or dissolution of the Company; or (3)an agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary).

( c ) The consummation of a transaction approved by the Companys shareholders and involving : ( 1 ) a merger , consolidation or reorganization in which the Company is a constituent corporation , unless ( i ) the shareholders of the Company , immediately before such merger , consolidation or reorganization , own , directly or indirectly immediately following such merger , consolidation or reorganization , at least a majority of the combined voting power of the outstanding voting securities of the corporation resulting from such merger , consolidation or reorganization ( the Surviving Corporation ) in substantially the same proportion as their ownership of the voting securities immediately before such merger , consolidation or reorganization , ( ii ) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger , consolidation or reorganization constitute at least a majority of the members of the board of directors of the Surviving Corporation , and ( iii ) no Person other than ( w ) the Company , ( x ) any Subsidiary , ( y ) any employee benefit plan ( or any trust forming a part thereof ) maintained by the Company , the Surviving Corporation or any Subsidiary , or ( z ) any Person who , immediately prior to such merger , consolidation or reorganization had Beneficial Ownership of fifty-one percent ( 51 % ) or more of the then outstanding Voting Securities , has Beneficial Ownership of fifty-one percent ( 51 % ) or more of the combined voting power of the Surviving Corporations then outstanding voting securities ( a transaction described in clauses ( i ) and ( ii ) shall herein be referred to as a Non - Control Transaction ) ; ( 2 ) a complete liquidation or dissolution of the Company ; or ( 3 ) an agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person ( other than a transfer to a Subsidiary ) .


CELLDEX THERAPEUTICS,INC . ---|---

CELLDEX THERAPEUTICS , INC . - - - | - - -


2. Compensation. For the services to be provided during Executives employment with the Company, the Company shall pay to Executive a base salary at the rate of $310,000 annually (Annual Base Salary), payable in accordance with the Companys regular payroll practices. All payments shall be made after deduction of all applicable federal, state, and local income and withholding taxes. Any increases or decreases in Annual Base Salary shall not affect the other terms and conditions of this Agreement. In addition, Executive will be entitled to receive Incentive Stock Options to purchase the Companys ordinary shares of stock pursuant to the Companys 2014 Omnibus Equity Incentive Plan, a copy of which will be provided to Executive, by paying to the Company the exercise price on the dates set forth in the accompanying Incentive Stock Option Agreement.

2 . Compensation . For the services to be provided during Executives employment with the Company , the Company shall pay to Executive a base salary at the rate of $ 310 , 000 annually ( Annual Base Salary ) , payable in accordance with the Companys regular payroll practices . All payments shall be made after deduction of all applicable federal , state , and local income and withholding taxes . Any increases or decreases in Annual Base Salary shall not affect the other terms and conditions of this Agreement . In addition , Executive will be entitled to receive Incentive Stock Options to purchase the Companys ordinary shares of stock pursuant to the Companys 2014 Omnibus Equity Incentive Plan , a copy of which will be provided to Executive , by paying to the Company the exercise price on the dates set forth in the accompanying Incentive Stock Option Agreement .


(ii) If Executives employment is terminated by the Company without Cause or as a result of Disability, provided that Executive executes a release in form satisfactory to the Company, the Company shall (a) pay Executive the Accrued Obligations; (b) pay Executive Annual Base Salary for three (3) months to be paid in equal installments on the Companys regular pay dates (subject to applicable withholdings and deductions); and (c) if Executive elects to continue Executives health insurance coverage, as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985 , as amended (COBRA), the Company will pay to Executive cash payments equal to the difference between the COBRA continuation coverage premiums and the amount of premiums paid by similarly situated active employees of the Company under the Companys health insurance plans in which Executive and, if applicable, Executives family, was participating immediately prior to the Termination Date until the earlier of (1) the expiration of the six (6) months following the Termination Date, and (2)the date that Executive is eligible to receive substantially equivalent coverage and benefits from a new employer, to be paid in equal installments on the Companys regular pay dates (subject to applicable withholdings and deductions).

( ii ) If Executives employment is terminated by the Company without Cause or as a result of Disability , provided that Executive executes a release in form satisfactory to the Company , the Company shall ( a ) pay Executive the Accrued Obligations ; ( b ) pay Executive Annual Base Salary for three ( 3 ) months to be paid in equal installments on the Companys regular pay dates ( subject to applicable withholdings and deductions ) ; and ( c ) if Executive elects to continue Executives health insurance coverage , as applicable , under the Consolidated Omnibus Budget Reconciliation Act of 1985 , as amended ( COBRA ) , the Company will pay to Executive cash payments equal to the difference between the COBRA continuation coverage premiums and the amount of premiums paid by similarly situated active employees of the Company under the Companys health insurance plans in which Executive and , if applicable , Executives family , was participating immediately prior to the Termination Date until the earlier of ( 1 ) the expiration of the six ( 6 ) months following the Termination Date , and ( 2 ) the date that Executive is eligible to receive substantially equivalent coverage and benefits from a new employer , to be paid in equal installments on the Companys regular pay dates ( subject to applicable withholdings and deductions ) .


9. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada , without regard to the principles thereof relating to the conflict of laws.

9 . Governing Law . This Agreement shall be governed by , and construed and enforced in accordance with , the laws of the State of Nevada , without regard to the principles thereof relating to the conflict of laws .


(d) In arbitration, the parties will have the right to conduct adequate civil discovery, bring dispositive motions, and present witnesses and evidence as needed to present their claims and defenses, and any disputes in this regard shall be resolved by the Arbitrator. However, there will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective or representative action or as a class member in any purported class, collective action or representative proceeding (Class Action Waiver). Notwithstanding any other clause contained in this Agreement, the preceding sentence shall not be severable from this Agreement in any case in which the dispute to be arbitrated is brought as a class, collective or representative action. Although Executive will not be retaliated against, disciplined or threatened with discipline as a result of Executives exercising his or her rights under Section 7 of the National Labor Relations Act by the filing of or participation in a class, collective or representative action in any forum, the Company may lawfully seek enforcement of this Agreement and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims. Notwithstanding any other clause contained in this Agreement, any claim that all or part of the Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

( d ) In arbitration , the parties will have the right to conduct adequate civil discovery , bring dispositive motions , and present witnesses and evidence as needed to present their claims and defenses , and any disputes in this regard shall be resolved by the Arbitrator . However , there will be no right or authority for any dispute to be brought , heard or arbitrated as a class , collective or representative action or as a class member in any purported class , collective action or representative proceeding ( Class Action Waiver ) . Notwithstanding any other clause contained in this Agreement , the preceding sentence shall not be severable from this Agreement in any case in which the dispute to be arbitrated is brought as a class , collective or representative action . Although Executive will not be retaliated against , disciplined or threatened with discipline as a result of Executives exercising his or her rights under Section 7 of the National Labor Relations Act by the filing of or participation in a class , collective or representative action in any forum , the Company may lawfully seek enforcement of this Agreement and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class , collective or representative actions or claims . Notwithstanding any other clause contained in this Agreement , any claim that all or part of the Class Action Waiver is unenforceable , unconscionable , void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator .


(m) Eligibility to Work. In compliance with the Immigration Reform and Control Act of 1986 , Executive must provide proof of eligibility to work in the United States by completing a Form I-9 . As part of the verification process, Executive may present a document or a combination of documents to demonstrate Executives identity and work authorization. The Form I-9 and instructions, including the lists of acceptable documents will be provided to Executive, and must be completed no later than close of business of Executives first day of employment with the Company.

( m ) Eligibility to Work . In compliance with the Immigration Reform and Control Act of 1986 , Executive must provide proof of eligibility to work in the United States by completing a Form I-9 . As part of the verification process , Executive may present a document or a combination of documents to demonstrate Executives identity and work authorization . The Form I-9 and instructions , including the lists of acceptable documents will be provided to Executive , and must be completed no later than close of business of Executives first day of employment with the Company .


| | ---|---|--- LIVE VENTURES INCORPORATED | | MICHAEL J. STEIN | | | | Signature: /s/ Jon Isaac | | Signature: /s/ Michael J. Stein By (printed): Jon Isaac | | By (printed): Michael J. Stein Title: President and CEO | | | |

| | - - - | - - - | - - - LIVE VENTURES INCORPORATED | | MICHAEL J . STEIN | | | | Signature : / s / Jon Isaac | | Signature : / s / Michael J . Stein By ( printed ) : Jon Isaac | | By ( printed ) : Michael J . Stein Title : President and CEO | | | |


WHEREAS, CBFH,Inc ., a Texas corporation (CBFH) , and VB Texas,Inc ., a Texas corporation (VBT) propose to enter into and execute that certain Agreement and Plan of Merger dated as of the date hereof (the Merger Agreement), pursuant to which VBT will merge with and into CBFH in exchange for consideration as set forth in the Agreement (the Merger) and the Employees obligations under this Agreement are effective as of the Effective Time (as defined in the Merger Agreement) of the Merger (referred to herein as the Effective Date);

WHEREAS , CBFH , Inc . , a Texas corporation ( CBFH ) , and VB Texas , Inc . , a Texas corporation ( VBT ) propose to enter into and execute that certain Agreement and Plan of Merger dated as of the date hereof ( the Merger Agreement ) , pursuant to which VBT will merge with and into CBFH in exchange for consideration as set forth in the Agreement ( the Merger ) and the Employees obligations under this Agreement are effective as of the Effective Time ( as defined in the Merger Agreement ) of the Merger ( referred to herein as the Effective Date ) ;


1.2 Work Responsibilities. Subject to the terms of this Agreement, Employee is employed in the position of Chief Financial Officer of Community Bank of Texas , National Association (CBOT), Vista Bank Texas (the Bank) and the Company and upon the merger of CBOT and the Bank, shall be the Chief Financial Officer of the surviving bank (the Surviving Bank). Employees position, job descriptions, duties and responsibilities may be modified from time to time in the sole discretion of the Board of Directors of the Company.

1 . 2 Work Responsibilities . Subject to the terms of this Agreement , Employee is employed in the position of Chief Financial Officer of Community Bank of Texas , National Association ( CBOT ) , Vista Bank Texas ( the Bank ) and the Company and upon the merger of CBOT and the Bank , shall be the Chief Financial Officer of the surviving bank ( the Surviving Bank ) . Employees position , job descriptions , duties and responsibilities may be modified from time to time in the sole discretion of the Board of Directors of the Company .


a. a change in the ownership of the capital stock of the Company whereby a corporation, person, or group acting in concert (hereinafter this Agreement shall collectively refer, to any combination of these three (a corporation, person or group acting in concert) as a Person as described in Section14(d)(2)of the Securities Exchange Act of 1934 , as amended (the Exchange Act ), acquires, directly or indirectly, beneficial ownership (within the meaning of Rule13d-3 promulgated under the Exchange Act ) of a number of shares of CBOT, the Bank or the Surviving Bank or the Company which constitutes fifty percent (50%) or more of the combined voting power of the CBOT, the Bank or the Surviving Banks or the Companys the outstanding capital stock then entitled to vote generally in the election of directors;

a . a change in the ownership of the capital stock of the Company whereby a corporation , person , or group acting in concert ( hereinafter this Agreement shall collectively refer , to any combination of these three ( a corporation , person or group acting in concert ) as a Person as described in Section14 ( d ) ( 2 ) of the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) , acquires , directly or indirectly , beneficial ownership ( within the meaning of Rule13d-3 promulgated under the Exchange Act ) of a number of shares of CBOT , the Bank or the Surviving Bank or the Company which constitutes fifty percent ( 50 % ) or more of the combined voting power of the CBOT , the Bank or the Surviving Banks or the Companys the outstanding capital stock then entitled to vote generally in the election of directors ;


c. a tender offer or exchange offer is made by any Person which is successfully completed and which results in such Person beneficially owning (within the meaning of Rule13d-3 promulgated under the Exchange Act ) either (1) fifty percent (50%) or more of CBOTs, the Banks, the Surviving Banks or the Companys outstanding shares of common stock or (2)shares of capital stock having fifty percent (50%) or more of the combined voting power of CBOTs, the Bank, the Surviving Banks or the Companys then outstanding capital stock (other than an offer made by the CBOT, the Bank, the Surviving Bank or the Company), and sufficient shares are acquired under the offer to cause such Person to own fifty

c . a tender offer or exchange offer is made by any Person which is successfully completed and which results in such Person beneficially owning ( within the meaning of Rule13d-3 promulgated under the Exchange Act ) either ( 1 ) fifty percent ( 50 % ) or more of CBOTs , the Banks , the Surviving Banks or the Companys outstanding shares of common stock or ( 2 ) shares of capital stock having fifty percent ( 50 % ) or more of the combined voting power of CBOTs , the Bank , the Surviving Banks or the Companys then outstanding capital stock ( other than an offer made by the CBOT , the Bank , the Surviving Bank or the Company ) , and sufficient shares are acquired under the offer to cause such Person to own fifty


percent ( 50% ) or more of the voting power of CBOT, the Bank, the Surviving Bank or the Company; or

percent ( 50 % ) or more of the voting power of CBOT , the Bank , the Surviving Bank or the Company ; or


[Signature Pageto Employment Agreement ]

[ Signature Pageto Employment Agreement ]


Between CBFH,Inc ., and Robert T. Pigott,Jr .

Between CBFH , Inc . , and Robert T . Pigott , Jr .


Employee will serve as the Chief Financial Officer of CBOT , the Bank, the Surviving Bank and the Company.

Employee will serve as the Chief Financial Officer of CBOT , the Bank , the Surviving Bank and the Company .


$225,000 subject to annual review by the Companys Board of Directors.

$ 225 , 000 subject to annual review by the Companys Board of Directors .


/s/ Robert T. Pigott Jr .


THIS FOUNDER EMPLOYMENT AGREEMENT (this "Agreement") is entered into this 10th day of October, 2017 , to take effect October 1st, 2017 (the "Effective Date"), by and between InVESTVIEW INC . a Nevada corporation (the "Employer"), and Mario Romano (the " Founder ").

THIS FOUNDER EMPLOYMENT AGREEMENT ( this " Agreement " ) is entered into this 10th day of October , 2017 , to take effect October 1st , 2017 ( the " Effective Date " ) , by and between InVESTVIEW INC . a Nevada corporation ( the " Employer " ) , and Mario Romano ( the " Founder " ) .


1.1Nature of Employment. The Employer hereby employs the Founder , and the Founder hereby accepts employment from the Employer, upon the terms and conditions set forth herein.

1 . 1Nature of Employment . The Employer hereby employs the Founder , and the Founder hereby accepts employment from the Employer , upon the terms and conditions set forth herein .


1.2Full Time Services. The Founder shall devote his time, attention, and services to the business and affairs of the Employer.

1 . 2Full Time Services . The Founder shall devote his time , attention , and services to the business and affairs of the Employer .


2.1Compensation. For all services rendered by the Founder pursuant to this Agreement, the Employer shall compensate the Founder as follows:

2 . 1Compensation . For all services rendered by the Founder pursuant to this Agreement , the Employer shall compensate the Founder as follows :


(b)Salary Escalation. The board of directors or the designated compensation committee shall conduct an annual review to determine whether an increase in salary is appropriate based on Employer's results of operations, increased activities or responsibilities of the Founder , or such other factors as the board of directors or the designated compensation committee thereof may deem appropriate.

( b ) Salary Escalation . The board of directors or the designated compensation committee shall conduct an annual review to determine whether an increase in salary is appropriate based on Employer ' s results of operations , increased activities or responsibilities of the Founder , or such other factors as the board of directors or the designated compensation committee thereof may deem appropriate .


(c)Incentive Compensation. The Employer shall provide the Founder with additional incentive compensation in the form of cash bonuses, stock options, or other awards not less often than once each calendar year during the term of this Agreement. The amount of such bonuses shall be determined in the sole discretion of the board of directors of the Employer or the designated compensation committee thereof taking into consideration the growth and profitability of the Employer, the relative contribution by the Founder to the business of the Employer, the economy in general, and such other factors as the board of directors or designated compensation committee deems relevant.

( c ) Incentive Compensation . The Employer shall provide the Founder with additional incentive compensation in the form of cash bonuses , stock options , or other awards not less often than once each calendar year during the term of this Agreement . The amount of such bonuses shall be determined in the sole discretion of the board of directors of the Employer or the designated compensation committee thereof taking into consideration the growth and profitability of the Employer , the relative contribution by the Founder to the business of the Employer , the economy in general , and such other factors as the board of directors or designated compensation committee deems relevant .


(d)Other Benefits. The Employer shall additionally provide to the Founder incentive, retirement, pension, profit sharing, stock option, health, medical, or other employee benefit plans that are consistent with and similar to such plans provided by the Employer to its employees generally. All costs of such plans shall be an expense of the Employer and shall be paid by the Employer.

( d ) Other Benefits . The Employer shall additionally provide to the Founder incentive , retirement , pension , profit sharing , stock option , health , medical , or other employee benefit plans that are consistent with and similar to such plans provided by the Employer to its employees generally . All costs of such plans shall be an expense of the Employer and shall be paid by the Employer .


2.2Continuation of Compensation During Disability. If the Founder is unable to perform his services by reason of disability due to illness or incapacity for a period of more than six consecutive months , the compensation thereafter payable to him during the next succeeding consecutive three-months shall be one-half of the compensation provided for in Sections 2.1(a) and (b) hereof, and during the following consecutive three-months shall be one-fourth of the salary provided for in Sections 2.1(a) and (b); provided, however, that no such compensation shall be payable after the termination of this Agreement. During such initial six consecutive months of disability, the Founder shall be entitled to receive incentive compensation at the same annual rate as incentive compensation, if any, earned with respect to the Employer's fiscal year last preceding the date such illness or incapacity commenced. Notwithstanding the foregoing, if such illness or incapacity does not cease to exist within the 12 consecutive months provided herein, the Founder shall not be entitled to receive any further compensation from the Employer, and the Employer may thereupon terminate this Agreement. For purposes of this Agreement, the Founder is "disabled" when he is unable to continue his normal duties of employment by reason of a medically determined physical or mental impairment. In determining whether or not the Founder is disabled, the Employer may rely upon the opinion of any doctor or practitioner of any recognized field of medicine or psychiatric practice selected jointly by the Employer and Founder and such other evidence as the Employer deems reasonably necessary. Founder s Compensation is unaffected and will be paid in full during any length or term of disability.

2 . 2Continuation of Compensation During Disability . If the Founder is unable to perform his services by reason of disability due to illness or incapacity for a period of more than six consecutive months , the compensation thereafter payable to him during the next succeeding consecutive three-months shall be one-half of the compensation provided for in Sections 2 . 1 ( a ) and ( b ) hereof , and during the following consecutive three-months shall be one-fourth of the salary provided for in Sections 2 . 1 ( a ) and ( b ) ; provided , however , that no such compensation shall be payable after the termination of this Agreement . During such initial six consecutive months of disability , the Founder shall be entitled to receive incentive compensation at the same annual rate as incentive compensation , if any , earned with respect to the Employer ' s fiscal year last preceding the date such illness or incapacity commenced . Notwithstanding the foregoing , if such illness or incapacity does not cease to exist within the 12 consecutive months provided herein , the Founder shall not be entitled to receive any further compensation from the Employer , and the Employer may thereupon terminate this Agreement . For purposes of this Agreement , the Founder is " disabled " when he is unable to continue his normal duties of employment by reason of a medically determined physical or mental impairment . In determining whether or not the Founder is disabled , the Employer may rely upon the opinion of any doctor or practitioner of any recognized field of medicine or psychiatric practice selected jointly by the Employer and Founder and such other evidence as the Employer deems reasonably necessary . Founder s Compensation is unaffected and will be paid in full during any length or term of disability .


2.3Vacations and Meetings. The Founder shall be entitled each year to a paid vacation of at least 4 (four) weeks and to attendance at appropriate meetings and conventions related to Employer's business of such duration and at such time as may be in accordance with the Employer's policy. Vacations shall be taken by the Founder at a time and with starting and ending dates mutually convenient to the Employer and the Founder . Vacations or portions of vacations not used in one employment year shall carry over to succeeding employment years.

2 . 3Vacations and Meetings . The Founder shall be entitled each year to a paid vacation of at least 4 ( four ) weeks and to attendance at appropriate meetings and conventions related to Employer ' s business of such duration and at such time as may be in accordance with the Employer ' s policy . Vacations shall be taken by the Founder at a time and with starting and ending dates mutually convenient to the Employer and the Founder . Vacations or portions of vacations not used in one employment year shall carry over to succeeding employment years .


3.1Definition of Confidential Information. For purposes of this Agreement, the term "Confidential Information" shall mean information in written, graphic, or electronic form under the care or custody of Founder as a direct or indirect consequence of or through his employment with the Employer and the special proprietary information regarding the business, methods, and operation of the Employer that is designated by the Employer as "Limited," "Private," or "Confidential" or similarly designated or for which there is any reasonable basis to believe is, or which appears to be, treated by the Employer as private, restricted, or secret, but does not include information generally available to the public or to businesses in the financial education, research, and services industry.

3 . 1Definition of Confidential Information . For purposes of this Agreement , the term " Confidential Information " shall mean information in written , graphic , or electronic form under the care or custody of Founder as a direct or indirect consequence of or through his employment with the Employer and the special proprietary information regarding the business , methods , and operation of the Employer that is designated by the Employer as " Limited , " " Private , " or " Confidential " or similarly designated or for which there is any reasonable basis to believe is , or which appears to be , treated by the Employer as private , restricted , or secret , but does not include information generally available to the public or to businesses in the financial education , research , and services industry .


3.3Covenants Regarding Confidential Information. In further consideration of the employment of the Founder by the Employer and in consideration of the compensation to be paid to the Founder during his employment, the Founder hereby agrees as follows:

3 . 3Covenants Regarding Confidential Information . In further consideration of the employment of the Founder by the Employer and in consideration of the compensation to be paid to the Founder during his employment , the Founder hereby agrees as follows :


(a)Nondisclosure of Confidential Information. The Founder will not, during his employment with the Employer or at any time after termination of his employment, irrespective of the time, manner, or cause of termination, use, disclose, copy, or assist any other person or firm in the use, disclosure, or copying, of any Confidential Information.

( a ) Nondisclosure of Confidential Information . The Founder will not , during his employment with the Employer or at any time after termination of his employment , irrespective of the time , manner , or cause of termination , use , disclose , copy , or assist any other person or firm in the use , disclosure , or copying , of any Confidential Information .


4.2Survival of Covenants. Subject to Article V below, in the event the Founder 's employment relationship with the Employer is terminated, with cause, the covenants contained in Article III above and the remedies provided under this Article IV shall survive for a period of one year after such termination.

4 . 2Survival of Covenants . Subject to Article V below , in the event the Founder ' s employment relationship with the Employer is terminated , with cause , the covenants contained in Article III above and the remedies provided under this Article IV shall survive for a period of one year after such termination .


5.2Termination. The Founder 's employment hereunder may be terminated without any breach of this Agreement only under the following circumstances:

5 . 2Termination . The Founder ' s employment hereunder may be terminated without any breach of this Agreement only under the following circumstances :


(b)Termination upon Death or Disability of the Founder . This Agreement shall terminate immediately upon the Founder 's death or upon the disability of the Founder after termination of pay as set forth in Section2.2.

( b ) Termination upon Death or Disability of the Founder . This Agreement shall terminate immediately upon the Founder ' s death or upon the disability of the Founder after termination of pay as set forth in Section2 . 2 .


(d)Termination by Founder for Cause. The Founder shall have the right to terminate this Agreement in the event of (i) the Employer's intentional breach of any covenant or term of this Agreement, but only if the Employer fails to cure such breach within twenty (20) days following the receipt of notice from Founder setting forth the conditions giving rise to such breach; (ii) an assignment to the Founder of any duties inconsistent with, or a significant change in the nature or scope of, the Founder 's authorities or duties from those authorities and duties held by the Founder as of the date hereof and as increased from time to time in accordance with the terms of Section 1.3; or (iii) the failure by the Employer to obtain the assumption of the commitment to perform this Agreement by any successor corporation.

( d ) Termination by Founder for Cause . The Founder shall have the right to terminate this Agreement in the event of ( i ) the Employer ' s intentional breach of any covenant or term of this Agreement , but only if the Employer fails to cure such breach within twenty ( 20 ) days following the receipt of notice from Founder setting forth the conditions giving rise to such breach ; ( ii ) an assignment to the Founder of any duties inconsistent with , or a significant change in the nature or scope of , the Founder ' s authorities or duties from those authorities and duties held by the Founder as of the date hereof and as increased from time to time in accordance with the terms of Section 1 . 3 ; or ( iii ) the failure by the Employer to obtain the assumption of the commitment to perform this Agreement by any successor corporation .


(iii)waive and automatically terminate all forfeiture restrictions governing stock or options held by the Founder , which thereupon shall be fully vested and held free from forfeiture by the Founder ; and

( iii ) waive and automatically terminate all forfeiture restrictions governing stock or options held by the Founder , which thereupon shall be fully vested and held free from forfeiture by the Founder ; and


(iv)maintain in full force and effect, for the continued benefit of the Founder for the number of years (including partial years) remaining in the term of employment hereunder, coverage under the Employer's group health insurance plan; provided that the Founder 's continued participation is possible under the general terms and provisions of such plan. In the event that the participation of the Founder and his family in the Employer's group health plan is barred, the Employer shall reimburse the Founder the same percentage of the cost that would have been covered by the Employer under its then existing plan for the Founder 's cost of obtaining coverage with benefits substantially similar to those to which the Founder would otherwise have been entitled to receive.

( iv ) maintain in full force and effect , for the continued benefit of the Founder for the number of years ( including partial years ) remaining in the term of employment hereunder , coverage under the Employer ' s group health insurance plan ; provided that the Founder ' s continued participation is possible under the general terms and provisions of such plan . In the event that the participation of the Founder and his family in the Employer ' s group health plan is barred , the Employer shall reimburse the Founder the same percentage of the cost that would have been covered by the Employer under its then existing plan for the Founder ' s cost of obtaining coverage with benefits substantially similar to those to which the Founder would otherwise have been entitled to receive .


(b)Termination upon Death of the Founder . If the Founder dies during the term of this Agreement, the Employer shall pay to the estate of the Founder the following:

( b ) Termination upon Death of the Founder . If the Founder dies during the term of this Agreement , the Employer shall pay to the estate of the Founder the following :


(ii)in six equal monthly installments commencing on the first day of the month immediately following the month in which the Founder dies, an amount equal to one year's salary provided for in Section 2.1(a) and (b) of this Agreement.

( ii ) in six equal monthly installments commencing on the first day of the month immediately following the month in which the Founder dies , an amount equal to one year ' s salary provided for in Section 2 . 1 ( a ) and ( b ) of this Agreement .


6.1Exit Interview. To insure a clear understanding of this Agreement, including the protection of the Employer's business interests, the Founder agrees, at no additional expense to the Founder , to engage in an exit interview with the Employer at a time and place designated by the Employer.

6 . 1Exit Interview . To insure a clear understanding of this Agreement , including the protection of the Employer ' s business interests , the Founder agrees , at no additional expense to the Founder , to engage in an exit interview with the Employer at a time and place designated by the Employer .


6.3Right of Setoff. The Employer and Founder shall each be entitled, at its option and not in lieu of any other remedies to which it may be entitled, to set off any amounts due from the other or any affiliate of the other against any amount due and payable by such person or any affiliate of such person pursuant to this Agreement or otherwise.

6 . 3Right of Setoff . The Employer and Founder shall each be entitled , at its option and not in lieu of any other remedies to which it may be entitled , to set off any amounts due from the other or any affiliate of the other against any amount due and payable by such person or any affiliate of such person pursuant to this Agreement or otherwise .


6.6Assignment. Except to any successor or assignee of the Employer as provided in Section 6.5, neither this Agreement nor any rights or benefits hereunder may be assigned by either party hereto without the prior written consent of the other party. Neither the Founder , the Founder 's spouse, the Founder 's designated contingent beneficiary, nor their estates shall have any right to anticipate, encumber, or dispose of any payment due under this Agreement. Such payments and other rights are expressly declared nonassignable and nontransferable, except as specifically provided herein.

6 . 6Assignment . Except to any successor or assignee of the Employer as provided in Section 6 . 5 , neither this Agreement nor any rights or benefits hereunder may be assigned by either party hereto without the prior written consent of the other party . Neither the Founder , the Founder ' s spouse , the Founder ' s designated contingent beneficiary , nor their estates shall have any right to anticipate , encumber , or dispose of any payment due under this Agreement . Such payments and other rights are expressly declared nonassignable and nontransferable , except as specifically provided herein .


6.8Indemnification. The Employer shall indemnify the Founder and hold the Founder harmless from liability for acts or decisions made by the Founder while performing services for the Employer to the greatest extent permitted by applicable law. The Employer shall use its best efforts to obtain coverage for the Founder under any insurance policy now in force or hereafter obtained during the term of this Agreement insuring officers and directors of the Employer against such liability. The Founder agrees to indemnify and to hold the Employer harmless from any and all damages, losses, claims, liabilities, costs, or expenses arising from the Founder 's acts or omissions in violation of his duties under this Agreement which constitute fraud, gross negligence, or willful and knowing violations of the terms of this Agreement.

6 . 8Indemnification . The Employer shall indemnify the Founder and hold the Founder harmless from liability for acts or decisions made by the Founder while performing services for the Employer to the greatest extent permitted by applicable law . The Employer shall use its best efforts to obtain coverage for the Founder under any insurance policy now in force or hereafter obtained during the term of this Agreement insuring officers and directors of the Employer against such liability . The Founder agrees to indemnify and to hold the Employer harmless from any and all damages , losses , claims , liabilities , costs , or expenses arising from the Founder ' s acts or omissions in violation of his duties under this Agreement which constitute fraud , gross negligence , or willful and knowing violations of the terms of this Agreement .


This Employment Agreement (the Agreement) is made and effective as of this October 4, 2017 (the Effective Date) by and between Reeds, Inc ., a Delaware corporation (Reeds or the Company), and Stefan Freeman (the Executive).

This Employment Agreement ( the Agreement ) is made and effective as of this October 4 , 2017 ( the Effective Date ) by and between Reeds , Inc . , a Delaware corporation ( Reeds or the Company ) , and Stefan Freeman ( the Executive ) .


5.1 Base Salary. The Executive will be paid a base salary at the initial rate of $225,000.00 per year (the Base Salary). Base Salary shall be subject to annual review for additional increase, but not decrease, in the sole discretion of the Board. The Base Salary will be payable in equal periodic installments in accordance with Reeds customary payroll practices.

5 . 1 Base Salary . The Executive will be paid a base salary at the initial rate of $ 225 , 000 . 00 per year ( the Base Salary ) . Base Salary shall be subject to annual review for additional increase , but not decrease , in the sole discretion of the Board . The Base Salary will be payable in equal periodic installments in accordance with Reeds customary payroll practices .


5.6 Equity. The Executive will be entitled to participate in any equity incentive plan that may be adopted by Reeds at levels commensurate with his position as COO. Reeds will amend its existing equity incentive plan or adopt a new equity incentive plan as soon as practicable following the Effective Date and in any event during 2017 (2017 Plan). Once the plan is adopted and as soon as practicable following the Effective Date, the Executive shall receive initial equity grants at levels commensurate with his position as COO of Reeds (the Initial Equity Award). It is anticipated that the Initial Equity Award will consist of restricted stock (the Restricted Stock) and/ or stock options (the Options and together with the Restricted Stock and any additional equity or other equity based awards to the Executive, the Incentive Equity). Reeds and the Executive will consult in good faith on the structure and terms of the Incentive Equity. The Initial Equity Award, whether in the form of Restricted Stock and/ or Options (or in any other form) shall vest in two equal installments on each of the first two anniversaries of the Effective Date and to the extent awarded as Options will be granted with an exercise price equal to the fair market value of the shares subject to the Options as of the date of grant and become exercisable in two equal installments on the first two anniversaries of the Effective Date. The Executive will make an election under Section 83(b) of the Code with respect to any Restricted Stock. Vesting of all Incentive Equity (and related payment rights) shall accelerate upon any Change in Control. Change in Control for this purpose means any (i) any individual, entity or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1933 ) (a Person) acquires beneficial ownership, directly or indirectly (within the meaning of Rule 13d-3 promulgated under the Exchange Act ) ( a Beneficial Owner), of more than fifty percent of the combined voting power of the then issued and outstanding shares of the voting common stock of the Company (the Voting Stock), (ii) the occurrence of a merger, consolidation, reorganization, share exchange or similar corporate transaction, whether or not the Company is the surviving corporation, other than a transaction which would result in the Voting Stock outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent of the voting stock of the Company or such surviving entity immediately after such transaction, or (iii) the sale, transfer or disposition of all or substantially all of the business and assets of the Company to any Person. The Executive may also make equity investments in Reeds on terms that may be agreed upon by the Executive and Reeds.

5 . 6 Equity . The Executive will be entitled to participate in any equity incentive plan that may be adopted by Reeds at levels commensurate with his position as COO . Reeds will amend its existing equity incentive plan or adopt a new equity incentive plan as soon as practicable following the Effective Date and in any event during 2017 ( 2017 Plan ) . Once the plan is adopted and as soon as practicable following the Effective Date , the Executive shall receive initial equity grants at levels commensurate with his position as COO of Reeds ( the Initial Equity Award ) . It is anticipated that the Initial Equity Award will consist of restricted stock ( the Restricted Stock ) and / or stock options ( the Options and together with the Restricted Stock and any additional equity or other equity based awards to the Executive , the Incentive Equity ) . Reeds and the Executive will consult in good faith on the structure and terms of the Incentive Equity . The Initial Equity Award , whether in the form of Restricted Stock and / or Options ( or in any other form ) shall vest in two equal installments on each of the first two anniversaries of the Effective Date and to the extent awarded as Options will be granted with an exercise price equal to the fair market value of the shares subject to the Options as of the date of grant and become exercisable in two equal installments on the first two anniversaries of the Effective Date . The Executive will make an election under Section 83 ( b ) of the Code with respect to any Restricted Stock . Vesting of all Incentive Equity ( and related payment rights ) shall accelerate upon any Change in Control . Change in Control for this purpose means any ( i ) any individual , entity or group ( within the meaning of Section 13 ( d ) ( 3 ) of the Securities Exchange Act of 1933 ) ( a Person ) acquires beneficial ownership , directly or indirectly ( within the meaning of Rule 13d-3 promulgated under the Exchange Act ) ( a Beneficial Owner ) , of more than fifty percent of the combined voting power of the then issued and outstanding shares of the voting common stock of the Company ( the Voting Stock ) , ( ii ) the occurrence of a merger , consolidation , reorganization , share exchange or similar corporate transaction , whether or not the Company is the surviving corporation , other than a transaction which would result in the Voting Stock outstanding immediately prior thereto continuing to represent ( either by remaining outstanding or by being converted into voting securities of the surviving entity ) at least fifty percent of the voting stock of the Company or such surviving entity immediately after such transaction , or ( iii ) the sale , transfer or disposition of all or substantially all of the business and assets of the Company to any Person . The Executive may also make equity investments in Reeds on terms that may be agreed upon by the Executive and Reeds .