(ii) Initial Stock Option Grant. The Company will grant Executive an option to purchase 1,500,000 shares of the Companys common stock (the Initial Option). The exercise price of the Initial Option will be $0.55 . The Initial Option will expire on the tenth anniversary of the grant date. The Initial Option will vest in three (3) equal annual installments on the first three anniversaries of the Start Date, provided that Executive remains employed by the Company on each such date. The Initial Option will be subject to the terms of the Plan and a related option grant agreement to be entered between Executive and the Company. The parties intend that the vesting schedule of the Initial Option shall be no less favorable than any option grant to the Companys Chief Executive Officer made during the term of this Agreement, and as such, the vesting schedule of the Initial Option will be automatically adjusted when and as necessary to implement such intent.

( ii ) Initial Stock Option Grant . The Company will grant Executive an option to purchase 1 , 500 , 000 shares of the Companys common stock ( the Initial Option ) . The exercise price of the Initial Option will be $ 0 . 55 . The Initial Option will expire on the tenth anniversary of the grant date . The Initial Option will vest in three ( 3 ) equal annual installments on the first three anniversaries of the Start Date , provided that Executive remains employed by the Company on each such date . The Initial Option will be subject to the terms of the Plan and a related option grant agreement to be entered between Executive and the Company . The parties intend that the vesting schedule of the Initial Option shall be no less favorable than any option grant to the Companys Chief Executive Officer made during the term of this Agreement , and as such , the vesting schedule of the Initial Option will be automatically adjusted when and as necessary to implement such intent .


(iii) Future Stock Option Grants. Subject to the approval by the Board, during each calendar year of Executives employment with the Company beginning with 2018, the Company will grant to Executive an option to purchase 500,000 shares of the Companys common stock (such options collectively the Additional Options). The exercise price of each Additional Option will be the Fair Market Value of the common stock on the date each such Additional Option is granted. Each Additional Option will expire on the tenth anniversary of the date of grant of such Additional Option. The Additional Options will vest in three (3) equal annual installments on the first three anniversaries of the date of grant of such Additional Option, provided that Executive remains employed by the Company on each such date. The Additional Options will be subject to the terms of the Plan and related option grant agreements to be entered between Executive and the Company.

( iii ) Future Stock Option Grants . Subject to the approval by the Board , during each calendar year of Executives employment with the Company beginning with 2018 , the Company will grant to Executive an option to purchase 500 , 000 shares of the Companys common stock ( such options collectively the Additional Options ) . The exercise price of each Additional Option will be the Fair Market Value of the common stock on the date each such Additional Option is granted . Each Additional Option will expire on the tenth anniversary of the date of grant of such Additional Option . The Additional Options will vest in three ( 3 ) equal annual installments on the first three anniversaries of the date of grant of such Additional Option , provided that Executive remains employed by the Company on each such date . The Additional Options will be subject to the terms of the Plan and related option grant agreements to be entered between Executive and the Company .


(j) Governing Law. This Agreement will be governed by the laws of the State of New York without giving effect to any choice or conflict of law principles of any jurisdiction.

( j ) Governing Law . This Agreement will be governed by the laws of the State of New York without giving effect to any choice or conflict of law principles of any jurisdiction .


EXECUTIVE: | | COMPANY: ---|---|--- | | | | Synergy CHC Corp. | | | /s/ Jeffey Kadanoff | | By: | /s/ Jack Ross Jeffrey Kadanoff | | | Jack Ross | | | Chief Executive Officer

EXECUTIVE : | | COMPANY : - - - | - - - | - - - | | | | Synergy CHC Corp . | | | / s / Jeffey Kadanoff | | By : | / s / Jack Ross Jeffrey Kadanoff | | | Jack Ross | | | Chief Executive Officer


This Employment Agreement (this Agreement) is made as of October 9 2017 , between Joseph M. Zubretsky (the Executive) and Molina Healthcare, Inc. (the Employer).

This Employment Agreement ( this Agreement ) is made as of October 9 2017 , between Joseph M . Zubretsky ( the Executive ) and Molina Healthcare , Inc . ( the Employer ) .


2.Duties. The Executive shall work for the Employer in a full-time capacity. The Executive shall, during the term of this Agreement, have the duties, responsibilities, powers, and authority customarily associated with the positions of President and Chief Executive Officer . The Executive shall report to, and follow the direction of, the Board of Directors of the Employer (the Board). The Executive shall receive an interim appointment to the Board effective as of the Start Date and shall be nominated for reelection to the Board at the expiration of each term of office provided he is then the Chief Executive Officer of the Employer. The Executive agrees to serve as a member of the Board for each period for which he is so appointed or elected. In addition to, or in lieu of, the foregoing, the Executive also shall perform such other and related services and duties that are commensurate with his positions as may be assigned to him from time to time by the Board. The Executive shall diligently, competently, and faithfully perform all duties, and shall devote his entire business time, energy, attention, and skill to the performance of duties for the Employer or its affiliates and will use his best efforts to promote the interests of the Employer. Notwithstanding the foregoing, the Executive shall be permitted to (i) engage in charitable and community affairs, and (ii) make direct investments of any character in any non-competing business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and in the aggregate, that such activities do not interfere with the performance of the Executives duties hereunder.

2 . Duties . The Executive shall work for the Employer in a full-time capacity . The Executive shall , during the term of this Agreement , have the duties , responsibilities , powers , and authority customarily associated with the positions of President and Chief Executive Officer . The Executive shall report to , and follow the direction of , the Board of Directors of the Employer ( the Board ) . The Executive shall receive an interim appointment to the Board effective as of the Start Date and shall be nominated for reelection to the Board at the expiration of each term of office provided he is then the Chief Executive Officer of the Employer . The Executive agrees to serve as a member of the Board for each period for which he is so appointed or elected . In addition to , or in lieu of , the foregoing , the Executive also shall perform such other and related services and duties that are commensurate with his positions as may be assigned to him from time to time by the Board . The Executive shall diligently , competently , and faithfully perform all duties , and shall devote his entire business time , energy , attention , and skill to the performance of duties for the Employer or its affiliates and will use his best efforts to promote the interests of the Employer . Notwithstanding the foregoing , the Executive shall be permitted to ( i ) engage in charitable and community affairs , and ( ii ) make direct investments of any character in any non-competing business or businesses and to manage such investments ( but not be involved in the day-to-day operations of any such business ) ; provided , in each case , and in the aggregate , that such activities do not interfere with the performance of the Executives duties hereunder .


B. The Executive shall not be eligible for a bonus for performance in calendar year in 2017. Beginning with calendar year 2018, the Executive shall be eligible to earn annual performance and/or discretionary bonuses as determined each year at the discretion of the Compensation Committee based upon goals developed each year by the Compensation Committee in consultation with the Executive. The Executive shall be entitled to participate in all bonus or incentive plans applicable to the senior executives of the Employer. For calendar year 2018 and subsequent years, the Executives target bonus shall be one hundred fifty percent ( 150% ) of the Executives Base Salary then in effect, with a maximum payout of three hundred percent (300%) of the Executives Base Salary then in effect. Bonus compensation earned and payable pursuant hereto shall be paid in non-deferred cash in the calendar year following the fiscal year for which the bonus is earned, and in no event shall such payment be made later than March 15 of such following calendar year.

B . The Executive shall not be eligible for a bonus for performance in calendar year in 2017 . Beginning with calendar year 2018 , the Executive shall be eligible to earn annual performance and / or discretionary bonuses as determined each year at the discretion of the Compensation Committee based upon goals developed each year by the Compensation Committee in consultation with the Executive . The Executive shall be entitled to participate in all bonus or incentive plans applicable to the senior executives of the Employer . For calendar year 2018 and subsequent years , the Executives target bonus shall be one hundred fifty percent ( 150 % ) of the Executives Base Salary then in effect , with a maximum payout of three hundred percent ( 300 % ) of the Executives Base Salary then in effect . Bonus compensation earned and payable pursuant hereto shall be paid in non-deferred cash in the calendar year following the fiscal year for which the bonus is earned , and in no event shall such payment be made later than March 15 of such following calendar year .


(1) the assignment to the Executive of any duties materially inconsistent in any respect with Paragraph 2 of this Agreement, or any other action by the Employer that results in a material diminution in the Executives title, authority, duties, responsibilities, or reporting relationships (for the sake of clarification, a Change in Control in itself shall not constitute grounds for Good Reason unless there shall also have been such assignment of such duties or such material diminution (which, for the sake of further clarification, shall include Executives having ceased to be the President and Chief Executive Officer of a publicly-traded company));

( 1 ) the assignment to the Executive of any duties materially inconsistent in any respect with Paragraph 2 of this Agreement , or any other action by the Employer that results in a material diminution in the Executives title , authority , duties , responsibilities , or reporting relationships ( for the sake of clarification , a Change in Control in itself shall not constitute grounds for Good Reason unless there shall also have been such assignment of such duties or such material diminution ( which , for the sake of further clarification , shall include Executives having ceased to be the President and Chief Executive Officer of a publicly-traded company ) ) ;


mandated under the Consolidated Omnibus Budget Reconciliation Act of 1985 ( COBRA ) or required under the terms of any death, insurance, or retirement plan, program, or agreement provided by the Employer and to which the Executive is a party or in which the Executive is a participant, including, but not limited to, any short-term or long-term disability plan or program, if applicable.

mandated under the Consolidated Omnibus Budget Reconciliation Act of 1985 ( COBRA ) or required under the terms of any death , insurance , or retirement plan , program , or agreement provided by the Employer and to which the Executive is a party or in which the Executive is a participant , including , but not limited to , any short-term or long-term disability plan or program , if applicable .


(i)a cash payment equal to the sum of (I) one hundred fifty percent ( 150% ) of the Executives Base Salary then in effect and (II) one hundred fifty percent ( 150% ) of the Executives target annual bonus then in effect;

( i ) a cash payment equal to the sum of ( I ) one hundred fifty percent ( 150 % ) of the Executives Base Salary then in effect and ( II ) one hundred fifty percent ( 150 % ) of the Executives target annual bonus then in effect ;


A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Employers incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Employers securities immediately before such transaction. Excluded Person means: (i) any person described in and satisfying the conditions of Rule 13d-1(b)(1) under the Exchange Act ; ( ii) the Employer; or (iii) an employee benefit plan (or related trust) sponsored or maintained by the Employer or its successor.

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Employers incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Employers securities immediately before such transaction . Excluded Person means : ( i ) any person described in and satisfying the conditions of Rule 13d-1 ( b ) ( 1 ) under the Exchange Act ; ( ii ) the Employer ; or ( iii ) an employee benefit plan ( or related trust ) sponsored or maintained by the Employer or its successor .


B. Notwithstanding anything herein to the contrary, the Executive is hereby notified, in accordance with the Defend Trade Secrets Act of 2016 , that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if he or she files a lawsuit for retaliation by the Employer for reporting a suspected violation of law, the Executive may disclose the Employers trade secrets to his or her attorney and use the trade secret information in the court proceeding if the Executive (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. Further, notwithstanding anything in this Agreement to the contrary, nothing contained herein prohibits the Executive from reporting, without the prior authorization of the Employer and without notifying the Employer, possible violations of federal law or regulation to the United States Securities and Exchange Commission,

B . Notwithstanding anything herein to the contrary , the Executive is hereby notified , in accordance with the Defend Trade Secrets Act of 2016 , that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that : ( a ) is made ( i ) in confidence to a federal , state , or local government official , either directly or indirectly , or to an attorney ; and ( ii ) solely for the purpose of reporting or investigating a suspected violation of law ; or ( b ) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding . The Executive is further notified that if he or she files a lawsuit for retaliation by the Employer for reporting a suspected violation of law , the Executive may disclose the Employers trade secrets to his or her attorney and use the trade secret information in the court proceeding if the Executive ( a ) files any document containing the trade secret under seal ; and ( b ) does not disclose the trade secret , except pursuant to court order . Further , notwithstanding anything in this Agreement to the contrary , nothing contained herein prohibits the Executive from reporting , without the prior authorization of the Employer and without notifying the Employer , possible violations of federal law or regulation to the United States Securities and Exchange Commission ,


200 Oceangate, Suite 100


19.Arbitration. Any controversy, claim or dispute between the parties relating to the Executives employment or termination of employment, whether or not the controversy, claim or dispute arises under this Agreement, shall be resolved by arbitration in accordance with the Employment Arbitration Rules and Mediation Procedures (Rules) of the American Arbitration Association through a single arbitrator in Hartford, Connecticut selected in accordance with the Rules (except as provided in Paragraph 20). The decision of the arbitrator shall be rendered within thirty (30) days of the close of the arbitration hearing and shall include written findings of fact and conclusions of law reflecting the appropriate substantive law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof in the State of Connecticut . In reaching his or her decision, the arbitrator shall have no authority (a) to authorize or require the parties to engage in discovery other than document discovery (provided, however, that the arbitrator may schedule the time by which the parties must exchange copies of the exhibits that, and the names of the witnesses whom, the parties intend to present at the hearing), (b) to change or modify any provision of this Agreement, (c) to base any part of his or her decision on public policy arguments or the common law principle of constructive termination, or (d) to award punitive damages or any other damages not measured by the prevailing partys actual damages and may not make any ruling, finding or award that does not conform to this Agreement. Each party shall bear all of his, her or its own legal fees, costs and expenses of arbitration and one-half () of the costs of the arbitrator.

19 . Arbitration . Any controversy , claim or dispute between the parties relating to the Executives employment or termination of employment , whether or not the controversy , claim or dispute arises under this Agreement , shall be resolved by arbitration in accordance with the Employment Arbitration Rules and Mediation Procedures ( Rules ) of the American Arbitration Association through a single arbitrator in Hartford , Connecticut selected in accordance with the Rules ( except as provided in Paragraph 20 ) . The decision of the arbitrator shall be rendered within thirty ( 30 ) days of the close of the arbitration hearing and shall include written findings of fact and conclusions of law reflecting the appropriate substantive law . Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof in the State of Connecticut . In reaching his or her decision , the arbitrator shall have no authority ( a ) to authorize or require the parties to engage in discovery other than document discovery ( provided , however , that the arbitrator may schedule the time by which the parties must exchange copies of the exhibits that , and the names of the witnesses whom , the parties intend to present at the hearing ) , ( b ) to change or modify any provision of this Agreement , ( c ) to base any part of his or her decision on public policy arguments or the common law principle of constructive termination , or ( d ) to award punitive damages or any other damages not measured by the prevailing partys actual damages and may not make any ruling , finding or award that does not conform to this Agreement . Each party shall bear all of his , her or its own legal fees , costs and expenses of arbitration and one-half ( ) of the costs of the arbitrator .


/s/ Joseph M. Zubretsky


Signature Page to Zubretsky Employment Agreement


Molina Healthcare, Inc. 2011 Equity Incentive Plan

Molina Healthcare , Inc . 2011 Equity Incentive Plan


Pursuant to the Molina Healthcare, Inc. 2011 Equity Incentive Plan (the Plan), Molina Healthcare, Inc. , a Delaware corporation (together with its successors, the Company), hereby grants to the Participant named in the Notice of Grant of Stock Option attached hereto (the Notice) an option to purchase on such dates as specified herein, all or any part of the number of shares of Stock indicated in the Notice (the Option Shares, and such shares once issued shall be referred to as the Issued Shares, each as adjusted pursuant to Section 5 hereof), at the Exercise Price specified in the Notice, subject to the terms and conditions set forth in this Stock Option Agreement, the Notice and the Plan. All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Notice and the Plan (as applicable).

Pursuant to the Molina Healthcare , Inc . 2011 Equity Incentive Plan ( the Plan ) , Molina Healthcare , Inc . , a Delaware corporation ( together with its successors , the Company ) , hereby grants to the Participant named in the Notice of Grant of Stock Option attached hereto ( the Notice ) an option to purchase on such dates as specified herein , all or any part of the number of shares of Stock indicated in the Notice ( the Option Shares , and such shares once issued shall be referred to as the Issued Shares , each as adjusted pursuant to Section 5 hereof ) , at the Exercise Price specified in the Notice , subject to the terms and conditions set forth in this Stock Option Agreement , the Notice and the Plan . All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Notice and the Plan ( as applicable ) .


This Option is subject to all of the terms and conditions set forth in the Plan and that certain Employment Agreement , dated as of October 9, 2017 (the Employment Agreement ), by and between the Company and the Participant. Notwithstanding anything in this Option Agreement or the Notice to the contrary, to the extent of any conflict between the terms of the Plan, the Employment Agreement , this Option Agreement, and the Notice, the terms of the Plan and the Employment Agreement shall control.

This Option is subject to all of the terms and conditions set forth in the Plan and that certain Employment Agreement , dated as of October 9 , 2017 ( the Employment Agreement ) , by and between the Company and the Participant . Notwithstanding anything in this Option Agreement or the Notice to the contrary , to the extent of any conflict between the terms of the Plan , the Employment Agreement , this Option Agreement , and the Notice , the terms of the Plan and the Employment Agreement shall control .


Joseph M. Zubretsky (the Participant) has been granted an option (the Option) to purchase certain shares of Molina Healthcare, Inc. common stock, par value $0.001 per share (the Stock), pursuant to the Molina Healthcare, Inc. 2011 Equity Incentive Plan, as amended and restated to date (the Plan), and the Employment Agreement , dated as of October 9, 2017 (the Employment Agreement ), by and between Molina Healthcare, Inc. (the Company) and the Participant. For purposes of this Option and the Stock Option Agreement incorporated herein by reference (the Option Agreement), the following terms shall have the following meanings: --- | Grant Date:

Joseph M . Zubretsky ( the Participant ) has been granted an option ( the Option ) to purchase certain shares of Molina Healthcare , Inc . common stock , par value $ 0 . 001 per share ( the Stock ) , pursuant to the Molina Healthcare , Inc . 2011 Equity Incentive Plan , as amended and restated to date ( the Plan ) , and the Employment Agreement , dated as of October 9 , 2017 ( the Employment Agreement ) , by and between Molina Healthcare , Inc . ( the Company ) and the Participant . For purposes of this Option and the Stock Option Agreement incorporated herein by reference ( the Option Agreement ) , the following terms shall have the following meanings : - - - | Grant Date :


By their signatures below, the Company and the Participant each agree that the Option is governed by this Notice and by the provisions of the Plan, the Option Agreement, and the Employment Agreement , all of which are attached to and made a part of this document. The Participant acknowledges receipt of copies of the Plan, the Option Agreement, and the Employment Agreement , represents that the Participant has read and is familiar with their provisions and hereby accepts the Option subject to all of their terms and conditions. This Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

By their signatures below , the Company and the Participant each agree that the Option is governed by this Notice and by the provisions of the Plan , the Option Agreement , and the Employment Agreement , all of which are attached to and made a part of this document . The Participant acknowledges receipt of copies of the Plan , the Option Agreement , and the Employment Agreement , represents that the Participant has read and is familiar with their provisions and hereby accepts the Option subject to all of their terms and conditions . This Notice may be executed in two or more counterparts , each of which shall be deemed an original , but all of which shall constitute one and the same document .


Jeff D. Barlow Joseph M. Zubretsky


Molina Healthcare, Inc. 2011 Equity Incentive Plan, as amended through the Grant Date; Stock Option Agreement;

Molina Healthcare , Inc . 2011 Equity Incentive Plan , as amended through the Grant Date ; Stock Option Agreement ;


The Participant acknowledges and agrees that the Corporation may deliver, by electronic mail, the use of the Internet, including through the website of the agent appointed by the Committee to administer the Plan, the Corporation intranet web pages or otherwise, any information concerning the Corporation, this Award, the Plan, and any information required by the Securities Act of 1933 , as amended, and the rules and regulations promulgated thereunder. --- | | | PARTICIPANT

The Participant acknowledges and agrees that the Corporation may deliver , by electronic mail , the use of the Internet , including through the website of the agent appointed by the Committee to administer the Plan , the Corporation intranet web pages or otherwise , any information concerning the Corporation , this Award , the Plan , and any information required by the Securities Act of 1933 , as amended , and the rules and regulations promulgated thereunder . - - - | | | PARTICIPANT


MOLINA HEALTHCARE, INC. a Delaware corporation |

MOLINA HEALTHCARE , INC . a Delaware corporation |


Cause shall have the meaning given to such term in the Employment Agreement .


Employment Agreement shall mean the Employment Agreement made as of October 9, 2017, between the Participant and the Corporation, as may be amended from time to time.

Employment Agreement shall mean the Employment Agreement made as of October 9 , 2017 , between the Participant and the Corporation , as may be amended from time to time .


The Award and all rights of the Participant under this Agreement are subject to, and the Participant agrees to be bound by, all of the terms and conditions of the provisions of the Plan and the Employment Agreement , both of which are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and conditions of this Agreement and those of the Plan and the Employment Agreement , the terms and conditions of the Plan and the Employment Agreement shall govern. The Participant acknowledges having read and understood the Plan, the Prospectus for the Plan, the Employment Agreement , and this Agreement. Unless otherwise expressly provided in other sections of this Agreement, provisions of the Plan and the Employment Agreement that confer discretionary authority on the Committee do not (and shall not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Committee so conferred by appropriate action of the Committee under the Plan and the Employment Agreement after the date hereof.

The Award and all rights of the Participant under this Agreement are subject to , and the Participant agrees to be bound by , all of the terms and conditions of the provisions of the Plan and the Employment Agreement , both of which are incorporated herein by reference . In the event of a conflict or inconsistency between the terms and conditions of this Agreement and those of the Plan and the Employment Agreement , the terms and conditions of the Plan and the Employment Agreement shall govern . The Participant acknowledges having read and understood the Plan , the Prospectus for the Plan , the Employment Agreement , and this Agreement . Unless otherwise expressly provided in other sections of this Agreement , provisions of the Plan and the Employment Agreement that confer discretionary authority on the Committee do not ( and shall not be deemed to ) create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Committee so conferred by appropriate action of the Committee under the Plan and the Employment Agreement after the date hereof .


This Agreement, the Plan, and the Employment Agreement together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 17 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. Notwithstanding the foregoing, if the Participant is subject to a written employment, change in control or similar agreement with the Corporation that is in effect as of the Participants Severance Date and the Participant would be entitled under the express provisions of such agreement to greater rights with respect to accelerated vesting of the Award in connection with the termination of the Participants employment in the circumstances, the provisions of such agreement shall control with respect to such vesting rights, and the corresponding provisions of this Agreement shall not apply.

This Agreement , the Plan , and the Employment Agreement together constitute the entire agreement and supersede all prior understandings and agreements , written or oral , of the parties hereto with respect to the subject matter hereof . The Plan and this Agreement may be amended pursuant to Section 17 of the Plan . Such amendment must be in writing and signed by the Corporation . The Corporation may , however , unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder , but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof . Notwithstanding the foregoing , if the Participant is subject to a written employment , change in control or similar agreement with the Corporation that is in effect as of the Participants Severance Date and the Participant would be entitled under the express provisions of such agreement to greater rights with respect to accelerated vesting of the Award in connection with the termination of the Participants employment in the circumstances , the provisions of such agreement shall control with respect to such vesting rights , and the corresponding provisions of this Agreement shall not apply .


(a)No Early Vesting. Except as provided in the Employment Agreement and unless otherwise determined by the Committee in its sole discretion, in no event will any of the Shares vest prior to their respective vesting dates set forth in Section 3(a) hereof.

( a ) No Early Vesting . Except as provided in the Employment Agreement and unless otherwise determined by the Committee in its sole discretion , in no event will any of the Shares vest prior to their respective vesting dates set forth in Section 3 ( a ) hereof .


This Agreement is made under and subject to the provisions of the Plan and the Employment Agreement , and all of the provisions of the Plan and the Employment Agreement are also provisions of this Agreement. If there is a difference or conflict between the provisions of this Agreement and the provisions of the Plan and the Employment Agreement , the provisions of the Plan and the Employment Agreement will govern. By accepting this Restricted Stock Award, the Grantee confirms that the Grantee has received a copy of the Plan and the Employment Agreement , represents that the Grantee is familiar with the terms and provisions of the Plan and the Employment Agreement , and hereby accepts this Restricted Stock Award subject to all the terms and provisions of the Plan and the Employment Agreement .

This Agreement is made under and subject to the provisions of the Plan and the Employment Agreement , and all of the provisions of the Plan and the Employment Agreement are also provisions of this Agreement . If there is a difference or conflict between the provisions of this Agreement and the provisions of the Plan and the Employment Agreement , the provisions of the Plan and the Employment Agreement will govern . By accepting this Restricted Stock Award , the Grantee confirms that the Grantee has received a copy of the Plan and the Employment Agreement , represents that the Grantee is familiar with the terms and provisions of the Plan and the Employment Agreement , and hereby accepts this Restricted Stock Award subject to all the terms and provisions of the Plan and the Employment Agreement .


With the exception of the Grantees Employment Agreement , this Agreement together with the Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties with respect to said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Plan and that any agreement, statement or promise that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect.

With the exception of the Grantees Employment Agreement , this Agreement together with the Plan supersede any and all other prior understandings and agreements , either oral or in writing , between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties with respect to said subject matter . All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement . Each party to this Agreement acknowledges that no representations , inducements , promises or agreements , orally or otherwise , have been made by any party or by anyone acting on behalf of any party , which are not embodied in this Agreement or the Plan and that any agreement , statement or promise that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect .


6. Restrictive Covenants. The Executive agrees that he will abide by the terms set forth in Paragraphs 9 and 10 of the Employment Agreement .

6 . Restrictive Covenants . The Executive agrees that he will abide by the terms set forth in Paragraphs 9 and 10 of the Employment Agreement .


diskettes, compact disks, DVDs, electronic storage devices, and personal data assistants, and the contents of all such hardware, as well as any passwords or codes or instructions needed to operate any such hardware), computer software and programs, data, materials, papers, books, files, documents, records, policies, client and customer information and lists, marketing information, design information, specifications and plans, data base information and lists, mailing lists, notes, and any other property or information that the Executive has or had relating to the Employer or any of its subsidiaries or affiliates (whether those materials are in paper, electronic or computer-stored form or in any other form or medium), and (b) all documents and other property containing, summarizing, or describing any Confidential Information (as defined in the Employment Agreement ), including all originals and copies. The Executive affirms that he has not retained any such property or information in any form, and will not give copies of such property or information or disclose their contents to any other person.

diskettes , compact disks , DVDs , electronic storage devices , and personal data assistants , and the contents of all such hardware , as well as any passwords or codes or instructions needed to operate any such hardware ) , computer software and programs , data , materials , papers , books , files , documents , records , policies , client and customer information and lists , marketing information , design information , specifications and plans , data base information and lists , mailing lists , notes , and any other property or information that the Executive has or had relating to the Employer or any of its subsidiaries or affiliates ( whether those materials are in paper , electronic or computer-stored form or in any other form or medium ) , and ( b ) all documents and other property containing , summarizing , or describing any Confidential Information ( as defined in the Employment Agreement ) , including all originals and copies . The Executive affirms that he has not retained any such property or information in any form , and will not give copies of such property or information or disclose their contents to any other person .


(b) this Release refers to and waives any and all rights or claims that he may have arising under the Age Discrimination in Employment Act of 1967 , as amended;

( b ) this Release refers to and waives any and all rights or claims that he may have arising under the Age Discrimination in Employment Act of 1967 , as amended ;


(d) Arbitration. Except as otherwise set forth in the Employment Agreement , any controversy, claim or dispute between the parties relating to or arising out of the subject matter

( d ) Arbitration . Except as otherwise set forth in the Employment Agreement , any controversy , claim or dispute between the parties relating to or arising out of the subject matter


(e) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Connecticut without reference to its conflict of law provisions.

( e ) Governing Law . This Agreement shall be governed by , and construed in accordance with , the laws of the State of Connecticut without reference to its conflict of law provisions .


EMPLOYMENT AGREEMENT , dated as of March14, 2016 (the Employment Agreement), by and between Evoqua Water Technologies LLC , a Delaware limited liability company (the Company) and Kenneth Rodi (the Executive) (each of the Executive and the Company, a Party, and collectively, the Parties).

EMPLOYMENT AGREEMENT , dated as of March14 , 2016 ( the Employment Agreement ) , by and between Evoqua Water Technologies LLC , a Delaware limited liability company ( the Company ) and Kenneth Rodi ( the Executive ) ( each of the Executive and the Company , a Party , and collectively , the Parties ) .


WHEREAS, the Executive desires to be employed by the Company as President , Neptune-Benson and to perform and to serve the Company on the terms and conditions hereinafter set forth.

WHEREAS , the Executive desires to be employed by the Company as President , Neptune-Benson and to perform and to serve the Company on the terms and conditions hereinafter set forth .


1.2. Duties. During the Employment Period, the Executive shall serve as President , Neptune-Benson and such other positions as an officer or director of the Company and such affiliates of the Company that are commensurate with the Executives position as President , Neptune-Benson as the Company shall determine from time to time, and shall report directly to the Chief Executive Officer of the Company or any designee who is a manager on the Executive Leadership Team (the Reporting Person). In his position of President , Neptune-Benson, the Executive shall perform duties that are commensurate with the Executives position as President , Neptune-Benson assigned to him by the Reporting Person.

1 . 2 . Duties . During the Employment Period , the Executive shall serve as President , Neptune-Benson and such other positions as an officer or director of the Company and such affiliates of the Company that are commensurate with the Executives position as President , Neptune-Benson as the Company shall determine from time to time , and shall report directly to the Chief Executive Officer of the Company or any designee who is a manager on the Executive Leadership Team ( the Reporting Person ) . In his position of President , Neptune-Benson , the Executive shall perform duties that are commensurate with the Executives position as President , Neptune-Benson assigned to him by the Reporting Person .


2.2. 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), provided that (i)the Annual Bonus, if any, for the period ending on September30, 2016 shall be calculated based upon Executives 2016 Neptune-Benson bonus plan, with the performance targets defined by the 2016 Neptune-Benson business plan, through September30, 2016, delivered to Evoquas Chief Executive Officer, and (ii)the 2016 Annual Bonus payment shall be prorated to reflect such 9-month period. Beginning on October1, 2016, the Executives target Annual Bonus opportunity for each fiscal year thereafter that ends during the Employment Period shall be equal to 60% 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 90 days of the fiscal year end, assuming the delivery of the relevant financial statements in a timely manner, but in no event later than March15th 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 Section3, the Executive must continue to be employed by the Company through the end of the applicable fiscal year.

2 . 2 . 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 ) , provided that ( i ) the Annual Bonus , if any , for the period ending on September30 , 2016 shall be calculated based upon Executives 2016 Neptune-Benson bonus plan , with the performance targets defined by the 2016 Neptune-Benson business plan , through September30 , 2016 , delivered to Evoquas Chief Executive Officer , and ( ii ) the 2016 Annual Bonus payment shall be prorated to reflect such 9-month period . Beginning on October1 , 2016 , the Executives target Annual Bonus opportunity for each fiscal year thereafter that ends during the Employment Period shall be equal to 60 % 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 90 days of the fiscal year end , assuming the delivery of the relevant financial statements in a timely manner , but in no event later than March15th 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 Section3 , the Executive must continue to be employed by the Company through the end of the applicable fiscal year .


2.3. Initial Stock Option Grant and Equity Purchase Opportunity. As soon as practicable following the Commencement Date, (i)Holdings shall grant to the Executive an option to purchase 10,000 shares of common stock of Holdings at an exercise price of $175.00 per share, pursuant to the terms and conditions set forth in an option agreement between Holdings and the Executive, with such option agreement to be substantially in the form attached hereto as ExhibitB, (ii)Executive shall purchase common stock of Holdings pursuant to a subscription agreement substantially in the form attached hereto as ExhibitC, and with an aggregate purchase price of an amount equal to 30% of all proceeds received by the Executive,

2 . 3 . Initial Stock Option Grant and Equity Purchase Opportunity . As soon as practicable following the Commencement Date , ( i ) Holdings shall grant to the Executive an option to purchase 10 , 000 shares of common stock of Holdings at an exercise price of $ 175 . 00 per share , pursuant to the terms and conditions set forth in an option agreement between Holdings and the Executive , with such option agreement to be substantially in the form attached hereto as ExhibitB , ( ii ) Executive shall purchase common stock of Holdings pursuant to a subscription agreement substantially in the form attached hereto as ExhibitC , and with an aggregate purchase price of an amount equal to 30 % of all proceeds received by the Executive ,


on an after tax basis, as a result of the closing of the transaction contemplated by the SPA, and at a purchase price of $175.00 per share.

on an after tax basis , as a result of the closing of the transaction contemplated by the SPA , and at a purchase price of $ 175 . 00 per share .


4.2. Non-Competition. By and in consideration of the Companys entering into this Employment Agreement, and in further consideration of the Executives exposure to the Confidential Information of the Company Group, the Executive agrees that the Executive shall not, during the Employment Period and for one year following the Executives Termination Date (the Restriction Period), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934 , as amended, standing alone, be prohibited by this Section4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, Restricted Enterprise shall mean any business that is in competition with (a)the present products marketed or sold by the Company to its customers and as such products may be improved and/or modified, (b)the present services marketed, sold or provided by the Company to its customers and as such services may be improved and/or modified or (c)the products and/or services the Company develops, designs, manufactures, markets, produces or supplies in the future (through the Termination Date) to its customers. In the case of each of (a), (b)and (c)above, such businesses shall include, but not be limited to, businesses that are associated with the treatment of intake water, process water or waste-water in industrial and municipal end markets through the provision of services and/or products. For the avoidance of doubt, Restricted Enterprise shall include, but not be limited to: XXXXXX.

4 . 2 . Non-Competition . By and in consideration of the Companys entering into this Employment Agreement , and in further consideration of the Executives exposure to the Confidential Information of the Company Group , the Executive agrees that the Executive shall not , during the Employment Period and for one year following the Executives Termination Date ( the Restriction Period ) , directly or indirectly , own , manage , operate , join , control , be employed by , or participate in the ownership , management , operation or control of , or be connected in any manner with , including , without limitation , holding any position as a stockholder , director , officer , consultant , independent contractor , employee , partner , or investor in , any Restricted Enterprise ( as defined below ) ; provided , that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934 , as amended , standing alone , be prohibited by this Section4 . 2 , so long as the Executive does not have , or exercise , any rights to manage or operate the business of such issuer other than rights as a stockholder thereof . For purposes of this paragraph , Restricted Enterprise shall mean any business that is in competition with ( a ) the present products marketed or sold by the Company to its customers and as such products may be improved and / or modified , ( b ) the present services marketed , sold or provided by the Company to its customers and as such services may be improved and / or modified or ( c ) the products and / or services the Company develops , designs , manufactures , markets , produces or supplies in the future ( through the Termination Date ) to its customers . In the case of each of ( a ) , ( b ) and ( c ) above , such businesses shall include , but not be limited to , businesses that are associated with the treatment of intake water , process water or waste-water in industrial and municipal end markets through the provision of services and / or products . For the avoidance of doubt , Restricted Enterprise shall include , but not be limited to : XXXXXX .


4.6. Proprietary Rights. The Executive shall disclose promptly to the Company any and all inventions, discoveries, and improvements (whether or not patentable or registrable under copyright or similar statutes), and all patentable or copyrightable works, initiated, conceived, discovered, reduced to practice, or made by him, either alone or in conjunction with others, during the Executives employment with the Company and related to the business or activities of the Company Group (the Developments). Except to the extent any rights in any Developments constitute a work made for hire under the U.S. Copyright Act , 17 U.S.C . 101 et seq. that are owned ab initio by a member of the Company Group, the Executive assigns and agrees to assign all of his right, title and interest in all Developments (including all intellectual property rights therein) to the Company or its nominee without further compensation, including all rights or benefits therefor, including without limitation the right to sue and recover for past and future infringement. The Executive acknowledges that any rights in any Developments constituting a work made for hire under the U.S. Copyright Act , 17 U.S.C 101 et seq. are owned upon creation by the Company as the Executives employer. Whenever requested to do so by the Company, the Executive shall execute any and all applications, assignments or other instruments which the Company shall deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company Group. These obligations shall continue beyond the end of the Executives employment with the Company with respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or made by the Executive while employed by the Company, and shall be binding upon the Executives employers, assigns, executors, administrators and other legal representatives. In connection with his execution of this Employment Agreement, the Executive has informed the Company in writing of any interest in any inventions or intellectual property rights that he holds as of the Effective Date. If the Company is unable for any reason, after reasonable effort, to obtain the Executives signature on any document needed in connection with the actions described in this Section4.6, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executives agent and attorney in fact to act for and on the Executives behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section4.6 with the same legal force and effect as if executed by the Executive.

4 . 6 . Proprietary Rights . The Executive shall disclose promptly to the Company any and all inventions , discoveries , and improvements ( whether or not patentable or registrable under copyright or similar statutes ) , and all patentable or copyrightable works , initiated , conceived , discovered , reduced to practice , or made by him , either alone or in conjunction with others , during the Executives employment with the Company and related to the business or activities of the Company Group ( the Developments ) . Except to the extent any rights in any Developments constitute a work made for hire under the U . S . Copyright Act , 17 U . S . C . 101 et seq . that are owned ab initio by a member of the Company Group , the Executive assigns and agrees to assign all of his right , title and interest in all Developments ( including all intellectual property rights therein ) to the Company or its nominee without further compensation , including all rights or benefits therefor , including without limitation the right to sue and recover for past and future infringement . The Executive acknowledges that any rights in any Developments constituting a work made for hire under the U . S . Copyright Act , 17 U . S . C 101 et seq . are owned upon creation by the Company as the Executives employer . Whenever requested to do so by the Company , the Executive shall execute any and all applications , assignments or other instruments which the Company shall deem necessary to apply for and obtain trademarks , patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company Group . These obligations shall continue beyond the end of the Executives employment with the Company with respect to inventions , discoveries , improvements or copyrightable works initiated , conceived or made by the Executive while employed by the Company , and shall be binding upon the Executives employers , assigns , executors , administrators and other legal representatives . In connection with his execution of this Employment Agreement , the Executive has informed the Company in writing of any interest in any inventions or intellectual property rights that he holds as of the Effective Date . If the Company is unable for any reason , after reasonable effort , to obtain the Executives signature on any document needed in connection with the actions described in this Section4 . 6 , the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executives agent and attorney in fact to act for and on the Executives behalf to execute , verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section4 . 6 with the same legal force and effect as if executed by the Executive .


1. In consideration of the payments and benefits to be made under the Employment Agreement, dated as of March14, 2016 (the Employment Agreement), to which Kenneth Rodi (the Executive) and Evoqua Water Technologies LLC , a Delaware limited liability company (the Company) (each of the Executive and the Company, a Party and collectively, the Parties) are parties, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Holdings (as defined in the Employment Agreement), the Company and each of its and their subsidiaries and affiliates (the Company Affiliated Group), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the Company Released Parties), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executives employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims (i)for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii)for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii)for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv)for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (Title VII), the Civil Rights Act of 1988 , the Fair Labor Standards Act , the Americans with Disabilities Act ( ADA ), the Employee Retirement Income Security Act of 1974 , as amended ( ERISA ), the Age Discrimination in Employment Act ( ADEA ), and any similar or analogous state statute, excepting only:

1 . In consideration of the payments and benefits to be made under the Employment Agreement , dated as of March14 , 2016 ( the Employment Agreement ) , to which Kenneth Rodi ( the Executive ) and Evoqua Water Technologies LLC , a Delaware limited liability company ( the Company ) ( each of the Executive and the Company , a Party and collectively , the Parties ) are parties , the sufficiency of which the Executive acknowledges , the Executive , with the intention of binding himself and his heirs , executors , administrators and assigns , does hereby release , remise , acquit and forever discharge Holdings ( as defined in the Employment Agreement ) , the Company and each of its and their subsidiaries and affiliates ( the Company Affiliated Group ) , their present and former officers , directors , executives , shareholders , agents , attorneys , employees and employee benefit plans ( and the fiduciaries thereof ) , and the successors , predecessors and assigns of each of the foregoing ( collectively , the Company Released Parties ) , of and from any and all claims , actions , causes of action , complaints , charges , demands , rights , damages , debts , sums of money , accounts , financial obligations , suits , expenses , attorneys fees and liabilities of whatever kind or nature in law , equity or otherwise , whether accrued , absolute , contingent , unliquidated or otherwise and whether now known or unknown , suspected or unsuspected , which the Executive , individually or as a member of a class , now has , owns or holds , or has at any time heretofore had , owned or held , arising on or prior to the date hereof , against any Company Released Party that arises out of , or relates to , the Employment Agreement , the Executives employment with the Company or any of its subsidiaries and affiliates , or any termination of such employment , including claims ( i ) for severance or vacation benefits , unpaid wages , salary or incentive payments , ( ii ) for breach of contract , wrongful discharge , impairment of economic opportunity , defamation , intentional infliction of emotional harm or other tort , ( iii ) for any violation of applicable state and local labor and employment laws ( including , without limitation , all laws concerning unlawful and unfair labor and employment practices ) and ( iv ) for employment discrimination under any applicable federal , state or local statute , provision , order or regulation , and including , without limitation , any claim under Title VII of the Civil Rights Act of 1964 ( Title VII ) , the Civil Rights Act of 1988 , the Fair Labor Standards Act , the Americans with Disabilities Act ( ADA ) , the Employee Retirement Income Security Act of 1974 , as amended ( ERISA ) , the Age Discrimination in Employment Act ( ADEA ) , and any similar or analogous state statute , excepting only :


(a) Base Salary. During the Employment Term, Executive shall be paid an annual base salary of $900,0000 (Base Salary). The Base Salary shall be payable in accordance with the Companys regular payroll practices as then in effect. During the Employment Term, the Base Salary shall be reviewed annually and is subject to increase (but not decrease, including after any increase) at the discretion of the Compensation Committee of the Board (the Committee).

( a ) Base Salary . During the Employment Term , Executive shall be paid an annual base salary of $ 900 , 0000 ( Base Salary ) . The Base Salary shall be payable in accordance with the Companys regular payroll practices as then in effect . During the Employment Term , the Base Salary shall be reviewed annually and is subject to increase ( but not decrease , including after any increase ) at the discretion of the Compensation Committee of the Board ( the Committee ) .


(5) for a period of seven (7) days following my signing of this General Release, I shall have the right to revoke the waiver of claims arising under the Age Discrimination in Employment Act. < br/>

( 5 ) for a period of seven ( 7 ) days following my signing of this General Release , I shall have the right to revoke the waiver of claims arising under the Age Discrimination in Employment Act . & lt ; br / & gt ;


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 Chad Miller (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 Chad Miller ( the " Founder " ) .


1.3Duties. During the term of this Agreement, the Founder shall be employed by the Employer and shall serve as Chief Visionary Officer . The Founder shall serve in such offices or positions with the Employer or any subsidiary of the Employer and such substitute or further offices or positions of substantially consistent rank and authority. The Founder shall perform such duties appropriate for a founding officer of Employer as may be assigned to him from time to time by the Employer and as described in the Employer's bylaws. The Employer shall direct, control, and supervise the duties and work of the Founder.

1 . 3Duties . During the term of this Agreement , the Founder shall be employed by the Employer and shall serve as Chief Visionary Officer . The Founder shall serve in such offices or positions with the Employer or any subsidiary of the Employer and such substitute or further offices or positions of substantially consistent rank and authority . The Founder shall perform such duties appropriate for a founding officer of Employer as may be assigned to him from time to time by the Employer and as described in the Employer ' s bylaws . The Employer shall direct , control , and supervise the duties and work of the Founder .


| EMPLOYER: ---|--- | Address: | Investview, Inc. 12 South 400 West | | Salt Lake City, UT 84101 | | | By: | ![](tv476913_ex10-26img1.jpg) | Name: | Ryan Smith | Title: | CEO | | Address: | FOUNDER: 287 N Homestead Lane | | Fruit Heights, UT 84037 | | | By: | ![](tv476913_ex10-26img2.jpg) | Name: | Chad Miller | Title: | Founder

| EMPLOYER : - - - | - - - | Address : | Investview , Inc . 12 South 400 West | | Salt Lake City , UT 84101 | | | By : | ! [ ] ( tv476913_ex10-26img1 . jpg ) | Name : | Ryan Smith | Title : | CEO | | Address : | FOUNDER : 287 N Homestead Lane | | Fruit Heights , UT 84037 | | | By : | ! [ ] ( tv476913_ex10-26img2 . jpg ) | Name : | Chad Miller | Title : | Founder


2. Duties. During the Employment Period, Executive shall devote Executives full business time, energies and talents to serving as the President and Chief Executive Officer of the Company, at the direction of the Companys Board of Directors. Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the Companys Board of Directors, which duties and responsibilities shall be commensurate with Executives position, shall perform all duties assigned to Executive faithfully and efficiently, subject to the direction of the Companys Board of Directors and shall have such authorities and powers as are inherent to the undertakings applicable to Executives position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive shall perform

2 . Duties . During the Employment Period , Executive shall devote Executives full business time , energies and talents to serving as the President and Chief Executive Officer of the Company , at the direction of the Companys Board of Directors . Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the Companys Board of Directors , which duties and responsibilities shall be commensurate with Executives position , shall perform all duties assigned to Executive faithfully and efficiently , subject to the direction of the Companys Board of Directors and shall have such authorities and powers as are inherent to the undertakings applicable to Executives position and necessary to carry out the responsibilities and duties required of Executive hereunder . Executive shall perform


WHEREAS, the Parties previously entered into an Employment Agreement for employment beginning on April 29, 2015 (the Prior Agreement).

WHEREAS , the Parties previously entered into an Employment Agreement for employment beginning on April 29 , 2015 ( the Prior Agreement ) .


5.1 Cash Severance. A lump sum cash amount equal to 100% of the sum of (a) Executives Base Salary; and

5 . 1 Cash Severance . A lump sum cash amount equal to 100 % of the sum of ( a ) Executives Base Salary ; and


12.1 Consent to Jurisdiction. To the extent that any court action is permitted consistent with this Agreement and the Confidentiality Agreement, the Parties hereby consent to the jurisdiction of the Superior Court of the State of California and the United States District Court for the District of Northern California. Accordingly, with respect to any such court action, each Party (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

12 . 1 Consent to Jurisdiction . To the extent that any court action is permitted consistent with this Agreement and the Confidentiality Agreement , the Parties hereby consent to the jurisdiction of the Superior Court of the State of California and the United States District Court for the District of Northern California . Accordingly , with respect to any such court action , each Party ( a ) submits to the personal jurisdiction of such courts ; ( b ) consents to service of process ; and ( c ) waives any other requirement ( whether imposed by statute , rule of court , or otherwise ) with respect to personal jurisdiction or service of process .


23. Attorneys Fees. Except with regard to a legal action challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA , in the event that either Party brings an action to enforce or effect its rights under this Agreement, the prevailing Party shall be entitled to recover its costs and

23 . Attorneys Fees . Except with regard to a legal action challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA , in the event that either Party brings an action to enforce or effect its rights under this Agreement , the prevailing Party shall be entitled to recover its costs and


/s/ Antonio Pedro Abreu |


(e) Section 280G. In the event that any payments or benefits otherwise payable to Executive (1) constitute parachute payments within the meaning of Section 280G of the Internal Revenue Code of 1986 , as amended (the Code), and (2) but for this Section 7(e), would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits shall be either (x) delivered in full, or (y) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by Executive on an after- tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 7(e) will be made in writing by a nationally-recognized accounting firm selected jointly by the Company and Executive (the Accountants), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 7(e), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. Any reduction in payments and/or benefits required by this provision shall occur in the following order: (1) reduction of cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for equity awards. If two or more equity awards are granted on the same date, each award shall be reduced on a pro-rata basis. The Company and Executive agree that (A) any payments and benefits to which Executive is entitled pursuant to Section 7 are compensation for Executives compliance with the restrictive provisions of Section 10 and (B) the Company shall make reasonable efforts to mitigate the payments and benefits that would be subject to the excise tax imposed by Section 4999 of the Code and to maximize the net after-tax proceeds received by Executive; provided that such actions do not result in payment of any increased compensation to Executive, do not provide for any gross-up or indemnity for potential excise taxes and do not reduce the payments and benefits to which Executive is otherwise entitled (except as required pursuant to this Section 7(e)).

( e ) Section 280G . In the event that any payments or benefits otherwise payable to Executive ( 1 ) constitute parachute payments within the meaning of Section 280G of the Internal Revenue Code of 1986 , as amended ( the Code ) , and ( 2 ) but for this Section 7 ( e ) , would be subject to the excise tax imposed by Section 4999 of the Code , then such payments and benefits shall be either ( x ) delivered in full , or ( y ) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code , whichever of the foregoing amounts , taking into account the applicable federal , state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code ( and any equivalent state or local excise taxes ) , results in the receipt by Executive on an after - tax basis , of the greatest amount of benefits , notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code . Unless the Company and Executive otherwise agree in writing , any determination required under this Section 7 ( e ) will be made in writing by a nationally-recognized accounting firm selected jointly by the Company and Executive ( the Accountants ) , whose determination will be conclusive and binding upon Executive and the Company for all purposes . For purposes of making the calculations required by this Section 7 ( e ) , the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable , good faith interpretations concerning the application of Sections 280G and 4999 of the Code . The Company and Executive agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision . The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision . Any reduction in payments and / or benefits required by this provision shall occur in the following order : ( 1 ) reduction of cash payments ; ( 2 ) reduction of vesting acceleration of equity awards ; and ( 3 ) reduction of other benefits paid or provided to Executive . In the event that acceleration of vesting of equity awards is to be reduced , such acceleration of vesting shall be cancelled in the reverse order of the date of grant for equity awards . If two or more equity awards are granted on the same date , each award shall be reduced on a pro-rata basis . The Company and Executive agree that ( A ) any payments and benefits to which Executive is entitled pursuant to Section 7 are compensation for Executives compliance with the restrictive provisions of Section 10 and ( B ) the Company shall make reasonable efforts to mitigate the payments and benefits that would be subject to the excise tax imposed by Section 4999 of the Code and to maximize the net after-tax proceeds received by Executive ; provided that such actions do not result in payment of any increased compensation to Executive , do not provide for any gross-up or indemnity for potential excise taxes and do not reduce the payments and benefits to which Executive is otherwise entitled ( except as required pursuant to this Section 7 ( e ) ) .


WHEREAS, Executive currently serves as the Chief Executive Officer of the Company pursuant to that certain Employment Agreement entered into between Executive and OptiNose,Inc. , dated May27, 2010 (the Existing Agreement); and

WHEREAS , Executive currently serves as the Chief Executive Officer of the Company pursuant to that certain Employment Agreement entered into between Executive and OptiNose , Inc . , dated May27 , 2010 ( the Existing Agreement ) ; and


2. Title, Duties and Responsibilities. While Executive is employed by the Company, Executive will serve as the Chief Executive Officer of OptiNose,Inc. and will report to the Board of Directors of OptiNose,Inc. Executive will have such duties and responsibilities that are commensurate with Executives position and such other duties and responsibilities as are from time to time assigned to Executive by the Board of Directors of the OptiNose,Inc. (the Board). While Executive is employed by the Company, Executive will devote Executives full business time, energy and skill to the performance of Executives duties and responsibilities hereunder; provided, however, that Executive will be permitted to: (a)act as a strategic consultant for the Walgreen Company and its affiliates, and (b)serve on the board of directors of Actua Corporation, Executive shall also be permitted todevote a reasonable amount of time either during or after business hours to Outside Activities (as defined below), so long as such activities (i) do not prohibit or interfere with Executives performance of Executives duties under this Agreement, (ii) do not conflict with the business of the Company or violate any of the provisions of Section8 herein and (iii) are approved in advance in writing by the Nominating and Corporate Governance Committee (which consent shall not be unreasonably withheld). For purposes of this Agreement, Outside Activities shall include the oversight of passive investments and activities involving professional, charitable, education, religious and other organizations (including membership on boards of for-profit and non-profit organizations). Executive shall, if requested by the Board, also serve as an officer or director of any affiliate of the Company for no additional compensation. Executives place of employment will be the Companys offices in Yardley, Pennsylvania.

2 . Title , Duties and Responsibilities . While Executive is employed by the Company , Executive will serve as the Chief Executive Officer of OptiNose , Inc . and will report to the Board of Directors of OptiNose , Inc . Executive will have such duties and responsibilities that are commensurate with Executives position and such other duties and responsibilities as are from time to time assigned to Executive by the Board of Directors of the OptiNose , Inc . ( the Board ) . While Executive is employed by the Company , Executive will devote Executives full business time , energy and skill to the performance of Executives duties and responsibilities hereunder ; provided , however , that Executive will be permitted to : ( a ) act as a strategic consultant for the Walgreen Company and its affiliates , and ( b ) serve on the board of directors of Actua Corporation , Executive shall also be permitted todevote a reasonable amount of time either during or after business hours to Outside Activities ( as defined below ) , so long as such activities ( i ) do not prohibit or interfere with Executives performance of Executives duties under this Agreement , ( ii ) do not conflict with the business of the Company or violate any of the provisions of Section8 herein and ( iii ) are approved in advance in writing by the Nominating and Corporate Governance Committee ( which consent shall not be unreasonably withheld ) . For purposes of this Agreement , Outside Activities shall include the oversight of passive investments and activities involving professional , charitable , education , religious and other organizations ( including membership on boards of for-profit and non-profit organizations ) . Executive shall , if requested by the Board , also serve as an officer or director of any affiliate of the Company for no additional compensation . Executives place of employment will be the Companys offices in Yardley , Pennsylvania .


(i) HomeAdvisor SARs. Following the Effective Time (as defined in the Merger Agreement), (A)the stock appreciation rights corresponding to shares of HomeAdvisor,Inc. common stock (HomeAdvisor SARs) held by Executive will convert into stock appreciation rights corresponding to shares of ClassA common stock of the Company (Company SARs) with equitable adjustments to the number of shares covered and the applicable base price determined in accordance with the Employee Matters Agreement by and between IAC and the Company, (B)subject to Section3 of the Standard Terms and Conditions, the Company SARs generally will be exercisable in a manner consistent with stock appreciation rights corresponding to public company common stock, and (C)the Company SARs will otherwise have the same terms and conditions applicable to the HomeAdvisor SARs prior to the Effective Time. Notwithstanding the foregoing but subject to Section3 of the Standard Terms and Conditions (1)not more than 50% of the Company SARs received in respect of the conversion of the HomeAdvisor SARs granted on February11, 2015 shall be exercisable in any calendar year; and (2)the Company SARs received in respect of the conversion of the HomeAdvisor SARs granted on February14, 2017 shall not be exercisable before January1, 2020 , and not more than 33% of such awards may be exercised prior to December31, 2020. In the event of a termination of Executives employment prior to the lapse of any restriction on the exercise of vested Company SARs as set forth in the immediately preceding sentence, then either (x)the Company shall waive such restrictions so that such vested Company SARs can be exercised prior to the date that is (I)90days following such termination of employment, in the case of Executives termination of employment without Good Reason, (II)18months following such termination of employment, in the case of Executives termination of employment by the Company without Cause or by Executive with Good Reason, or (III)12months following such termination of employment, in the case of Executives death or Disability, or (y)at the Companys election, in the event of a termination of employment by virtue of Executives resignation without Good Reason, such vested Company SARs shall remain exercisable until the 90th day following the lapse of the restrictions related thereto; provided, however, that in no event shall any vested Company SARs remain outstanding beyond the scheduled expiration date of such Company SARs.

( i ) HomeAdvisor SARs . Following the Effective Time ( as defined in the Merger Agreement ) , ( A ) the stock appreciation rights corresponding to shares of HomeAdvisor , Inc . common stock ( HomeAdvisor SARs ) held by Executive will convert into stock appreciation rights corresponding to shares of ClassA common stock of the Company ( Company SARs ) with equitable adjustments to the number of shares covered and the applicable base price determined in accordance with the Employee Matters Agreement by and between IAC and the Company , ( B ) subject to Section3 of the Standard Terms and Conditions , the Company SARs generally will be exercisable in a manner consistent with stock appreciation rights corresponding to public company common stock , and ( C ) the Company SARs will otherwise have the same terms and conditions applicable to the HomeAdvisor SARs prior to the Effective Time . Notwithstanding the foregoing but subject to Section3 of the Standard Terms and Conditions ( 1 ) not more than 50 % of the Company SARs received in respect of the conversion of the HomeAdvisor SARs granted on February11 , 2015 shall be exercisable in any calendar year ; and ( 2 ) the Company SARs received in respect of the conversion of the HomeAdvisor SARs granted on February14 , 2017 shall not be exercisable before January1 , 2020 , and not more than 33 % of such awards may be exercised prior to December31 , 2020 . In the event of a termination of Executives employment prior to the lapse of any restriction on the exercise of vested Company SARs as set forth in the immediately preceding sentence , then either ( x ) the Company shall waive such restrictions so that such vested Company SARs can be exercised prior to the date that is ( I ) 90days following such termination of employment , in the case of Executives termination of employment without Good Reason , ( II ) 18months following such termination of employment , in the case of Executives termination of employment by the Company without Cause or by Executive with Good Reason , or ( III ) 12months following such termination of employment , in the case of Executives death or Disability , or ( y ) at the Companys election , in the event of a termination of employment by virtue of Executives resignation without Good Reason , such vested Company SARs shall remain exercisable until the 90th day following the lapse of the restrictions related thereto ; provided , however , that in no event shall any vested Company SARs remain outstanding beyond the scheduled expiration date of such Company SARs .


14023 Denver West Parkway


New York, NY 10011


ANGI Homeservices Inc. ---|---


THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of the [] day of [], 2017 , by and between Tracy Daw , a resident (Employee), and Funko, Inc. , a Delaware corporation (any of its Affiliates as may employ the Employee from time to time, and any successor(s) thereto, the Company).

THIS EMPLOYMENT AGREEMENT ( this Agreement ) is made and entered into as of the [ ] day of [ ] , 2017 , by and between Tracy Daw , a resident ( Employee ) , and Funko , Inc . , a Delaware corporation ( any of its Affiliates as may employ the Employee from time to time , and any successor ( s ) thereto , the Company ) .


3.01 Title. During the Term, Employee agrees to serve as the Companys Senior Vice President, General Counsel and Secretary .

3 . 01 Title . During the Term , Employee agrees to serve as the Companys Senior Vice President , General Counsel and Secretary .


(b) Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if and to the extent required by Section409A, in the event that (i)Employee is deemed to be a specified employee within the meaning of Section409A(a)(2)(B)(i) of the Code, (ii)amounts or benefits under this Agreement or any other program, plan or arrangement of the Company or a controlled group affiliate thereof are due or payable on account of separation from service within the meaning of Treasury Regulations Section1.409A-l(h) and (iii)Employee is employed by a public company or a controlled group affiliate thereof: no payments hereunder that are deferred compensation subject to Section409A shall be made to Employee prior to the date that is six (6)months after the date of Employees separation from service or, if earlier, Employees date of death; following any applicable six (6)month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date, without interest.

( b ) Notwithstanding anything in this Agreement to the contrary , the following special rule shall apply , if and to the extent required by Section409A , in the event that ( i ) Employee is deemed to be a specified employee within the meaning of Section409A ( a ) ( 2 ) ( B ) ( i ) of the Code , ( ii ) amounts or benefits under this Agreement or any other program , plan or arrangement of the Company or a controlled group affiliate thereof are due or payable on account of separation from service within the meaning of Treasury Regulations Section1 . 409A-l ( h ) and ( iii ) Employee is employed by a public company or a controlled group affiliate thereof : no payments hereunder that are deferred compensation subject to Section409A shall be made to Employee prior to the date that is six ( 6 ) months after the date of Employees separation from service or , if earlier , Employees date of death ; following any applicable six ( 6 ) month delay , all such delayed payments will be paid in a single lump sum on the earliest permissible payment date , without interest .


This EXECUTIVE EMPLOYMENT AGREEMENT dated October 02, 2017 (the Effective Date) is entered by and between Quest Solution, Inc. , a company incorporated under the laws of Delaware (the Company), and Benjamin Kemper , an individual (the Executive), with reference to the following facts:

This EXECUTIVE EMPLOYMENT AGREEMENT dated October 02 , 2017 ( the Effective Date ) is entered by and between Quest Solution , Inc . , a company incorporated under the laws of Delaware ( the Company ) , and Benjamin Kemper , an individual ( the Executive ) , with reference to the following facts :


1.4 Base Salary. The Company shall pay the Executive a base salary (the Base Salary) at the annual rate of $130,000 (U.S.), payable at such times as the Company customarily pays its other senior level executives (but in any event no less often than monthly). The Base Salary shall be subject to all state, federal and local payroll tax withholding and any other withholdings required by law. The Executives Base Salary may be increased by the Board or any party delegated by the Board. Once increased, such increased amount shall constitute the Executives Base Salary. The Company shall grant the Executive 500,000 options to purchase common stock of the Company at the closing stock price on the date prior to the date hereof. Executive shall also receive from the Company a $20,000 signing bonus in the form of two equal payments of $10,000 . The payments shall be due as follows: $10,000 upon signing this Agreement and $10,000 two weeks from the date of this Agreement respectively.

1 . 4 Base Salary . The Company shall pay the Executive a base salary ( the Base Salary ) at the annual rate of $ 130 , 000 ( U . S . ) , payable at such times as the Company customarily pays its other senior level executives ( but in any event no less often than monthly ) . The Base Salary shall be subject to all state , federal and local payroll tax withholding and any other withholdings required by law . The Executives Base Salary may be increased by the Board or any party delegated by the Board . Once increased , such increased amount shall constitute the Executives Base Salary . The Company shall grant the Executive 500 , 000 options to purchase common stock of the Company at the closing stock price on the date prior to the date hereof . Executive shall also receive from the Company a $ 20 , 000 signing bonus in the form of two equal payments of $ 10 , 000 . The payments shall be due as follows : $ 10 , 000 upon signing this Agreement and $ 10 , 000 two weeks from the date of this Agreement respectively .


6.5 Change In Control. For purposes of this Employment Agreement, a Change in Control shall be deemed to have occurred if (i) there shall be consummated (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Companys Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the Companys Common Stock immediately prior to the merger have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company, or (ii) the stockholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company, or (iii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the Exchange Act)), other than the Company, the Employee or any Employee benefit plan sponsored by the Company, or such person on the Effective Date hereof is a 20% or more beneficial owner, shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 30% or more of the combined voting power of the Companys then outstanding securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, or (iv) at any time during a period of two consecutive years, individuals who at the beginning of such period, constituted the Board of Directors of the Company shall cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Companys stockholders of each new director during such two-year period was approved by a vote of at least two-thirds of the directors then still in office, who were directors at the beginning of such two-year period.

6 . 5 Change In Control . For purposes of this Employment Agreement , a Change in Control shall be deemed to have occurred if ( i ) there shall be consummated ( A ) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Companys Common Stock would be converted into cash , securities or other property , other than a merger of the Company in which the holders of the Companys Common Stock immediately prior to the merger have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the merger , or ( B ) any sale , lease , exchange or other transfer ( in one transaction or a series of related transactions ) of all or substantially all the assets of the Company , or ( ii ) the stockholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company , or ( iii ) any person ( as such term is used in Sections 13 ( d ) and 14 ( d ) ( 2 ) of the Securities Exchange Act of 1934 ( the Exchange Act ) ) , other than the Company , the Employee or any Employee benefit plan sponsored by the Company , or such person on the Effective Date hereof is a 20 % or more beneficial owner , shall become the beneficial owner ( within the meaning of Rule 13d-3 under the Exchange Act ) of securities of the Company representing 30 % or more of the combined voting power of the Companys then outstanding securities ordinarily ( and apart from rights accruing in special circumstances ) having the right to vote in the election of directors , as a result of a tender or exchange offer , open market purchases , privately negotiated purchases or otherwise , or ( iv ) at any time during a period of two consecutive years , individuals who at the beginning of such period , constituted the Board of Directors of the Company shall cease for any reason to constitute at least a majority thereof , unless the election or the nomination for election by the Companys stockholders of each new director during such two-year period was approved by a vote of at least two-thirds of the directors then still in office , who were directors at the beginning of such two-year period .


9.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware .

9 . 3 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware .


THIS EMPLOYMENT AGREEMENT (Agreement) is made effective as of July 27, 2016 (the Commencement Date), by and among Metropolitan Bank Holding Corporation , a New York corporation with its principal place of business located at 99 Park Avenue, New York, New York 10016 (the Company), its wholly-owned subsidiary, Metropolitan Commercial Bank, a commercial bank with its main office also at 99 Park Avenue New York, New York 10016 (the Bank), and Mark R. DeFazio , a natural person residing at 347 Deere Park Place, Staten Island, New York 10301 (Executive).

THIS EMPLOYMENT AGREEMENT ( Agreement ) is made effective as of July 27 , 2016 ( the Commencement Date ) , by and among Metropolitan Bank Holding Corporation , a New York corporation with its principal place of business located at 99 Park Avenue , New York , New York 10016 ( the Company ) , its wholly-owned subsidiary , Metropolitan Commercial Bank , a commercial bank with its main office also at 99 Park Avenue New York , New York 10016 ( the Bank ) , and Mark R . DeFazio , a natural person residing at 347 Deere Park Place , Staten Island , New York 10301 ( Executive ) .