Common use of Board of Directors Representation Clause in Contracts

Board of Directors Representation. From and after the date hereof, each of Xxxxx and any of its affiliates and successors to the Xxxxx Common Stock and TCW and any of its affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) for so long as Xxxxx and its Affiliates hold not less than a majority of the Common Stock, Xxxxx and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third of the members of the Board, and (iii) for so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement are applicable, the Requisite Holders shall have the right to have one or more individuals designated for election to, and be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or Xxxxx has a right to replace a member of each Board designated by the other party with its own designee, Xxxxx or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected to the Board.

Board of Directors Representation. From and after the date --------------------------------- hereof, each of Holdings, JEDI, the members of the Xxxxx Group and any of its their respective affiliates and successors to the Xxxxx Common Stock and TCW and any of its affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock voting stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland the Issuer called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, that (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange members, and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) that one (1) individual shall be designated for election to the board by the holders of Common Stock and Series Z Preferred Stock. Each of JEDI and Holdings agrees that neither it nor its respective affiliates shall vote their respective shares of Common Stock and Series Z Preferred Stock then owned by such parties in the election of the individual to be elected to the Board by the holders of the Common Stock and the Series Z Preferred Stock pursuant to clause 5.1(ii) above so long as such respective party or its affiliates hold Series D Preferred Stock or Series E Preferred Stock and the Xxxxx Group continues to hold 10% or more of the combined --- outstanding shares of Common Stock and Series Z Preferred Stock; provided, however, that if Holdings and its Affiliates affiliates shall not at such time hold not less than a majority Series D Preferred Stock entitling it and its affiliates to elect four (4) members to the Board, then Holdings may vote an amount of its Common Stock in the election of directors in proportion to its reduction in number of directors it (and its affiliates) are then entitled to appoint pursuant to the terms of the Series D Preferred Stock. By way of example only, if Holdings (and its affiliates) may at the time of an election elect only one (1) member to the Board pursuant to the terms of their Series D Preferred Stock, then Holdings (and its affiliates) shall be entitled to vote seventy-five percent (75%) of their Common Stock in the election of directors by holders of the Common Stock, Xxxxx and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third . Each member of the members Xxxxx Group agrees that it will not vote its respective shares of Common Stock for the Board, and (iii) for election of directors so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 Xxxxx Group continues to hold 10% or more of the Exchange combined outstanding shares of Common Stock and Note Issuance Agreement are applicableSeries Z Preferred Stock; provided, further, that, notwithstanding the Requisite Holders shall have foregoing, if the right Xxxxx Group does not for any reason vote its respective shares of Common Stock for the election of directors, then both Holdings and JEDI and their affiliates may vote their Common Stock and Series Z Preferred Stock for the election of any director elected by holders of Common Stock, in addition to have one or more individuals designated for election to, and directors that may be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 by holders of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or Xxxxx has a right to replace a member of each Board designated by the other party with its own designee, Xxxxx Series D Preferred Stock or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected to the BoardSeries E Preferred Stock.

Board of Directors Representation. From and after the date hereof, each of Xxxxx Smith and any of its affiliates and successors to the Xxxxx Smith Common Stock and xxx TCW and any of its affiliates and successors to the TCW txx XXW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) for so long as Xxxxx Smith and its Affiliates hold not less than a majority of the Common StockStoxx, Xxxxx Xmith and its Affiliates, as a group, shall have the right to appoint not less nox xxxs than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third of the members of the Board, and (iii) for so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement are applicable, the Requisite Holders shall have the right to have one or more individuals designated for election to, and be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or Xxxxx Smith has a right to replace a member of each Board designated by the other party otxxx xarty with its own designee, Xxxxx Smith or the Requisite Holders of TCW Sub Notes (as the case may be) shall take shaxx xxke all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected to the Board.

Board of Directors Representation. From and after the date hereof, each of Xxxxx and any of its affiliates and successors to the Xxxxx Common Stock and TCW and any of its affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) for so long as Xxxxx and its Affiliates hold not less than a majority of the Common Stock, Xxxxx and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third of the members of the Board, and (iii) for so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement are applicable, the Requisite Holders shall have the right to have one or more individuals designated for election to, and be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or Xxxxx has a right to replace a member of each Board designated by the other party with its own designee, Xxxxx or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign 6 <PAGE> from the Board and to ensure that the individual designated for election by the other party is elected to the Board.

Board of Directors Representation. From and after the date hereof, each of Xxxxx Holdings, JEDI, the members of the Smitx Xxxup and any of its their respective affiliates and successors to the Xxxxx Common Stock and TCW and any of its affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock voting stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland the Issuer called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, that (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange members, and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) that one (1) individual shall be designated for election to the board by the holders of Common Stock and Series Z Preferred Stock. Each of JEDI and Holdings agrees that neither it nor its respective affiliates shall vote their respective shares of Common Stock and Series Z Preferred Stock then owned by such parties in the election of the individual to be elected to the Board by the holders of the Common Stock and the Series Z Preferred Stock pursuant to clause 5.1(ii) above so long as Xxxxx such respective party or its affiliates hold Series D Preferred Stock or Series E Preferred Stock and the Smitx Xxxup continues to hold 10% or more of the combined outstanding shares of Common Stock and Series Z Preferred Stock; provided, however, that if Holdings and its Affiliates affiliates shall not at such time hold not less than a majority Series D Preferred Stock entitling it and its affiliates to elect four (4) members to the Board, then Holdings may vote an amount of its Common Stock in the election of directors in proportion to its reduction in number of directors it (and its affiliates) are then entitled to appoint pursuant to the terms of the Series D Preferred Stock. By way of example only, if Holdings (and its affiliates) may at the time of an election elect only one (1) member to the Board pursuant to the terms of their Series D Preferred Stock, then Holdings (and its affiliates) shall be entitled to vote seventy-five percent (75%) of their Common Stock in the election of directors by holders of the Common Stock, Xxxxx and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third . Each member of the members Smitx Xxxup agrees that it will not vote its respective shares of Common Stock for the Board, and (iii) for election of directors so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 Smitx Xxxup continues to hold 10% or more of the Exchange combined outstanding shares of Common Stock and Note Issuance Agreement are applicableSeries Z Preferred Stock; provided, further, that, notwithstanding the Requisite Holders shall have foregoing, if the right Smitx Xxxup does not for any reason vote its respective shares of Common Stock for the election of directors, then both Holdings and JEDI and their affiliates may vote their Common Stock and Series Z Preferred Stock for the election of any director elected by holders of Common Stock, in addition to have one or more individuals designated for election to, and directors that may be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 by holders of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or Xxxxx has a right to replace a member of each Board designated by the other party with its own designee, Xxxxx Series D Preferred Stock or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected to the BoardSeries E Preferred Stock.

Board of Directors Representation. From and after (a) During the date hereofEffective Period, each for so long as the Buyer Parties, together with their Controlled Affiliates, collectively Beneficially Own shares of Xxxxx and any of its affiliates and successors to the Xxxxx Common Stock and TCW and any representing at least 9.9% of its affiliates and successors to the TCW Common Stock who hold Total Voting Stock shall vote their respective shares of Voting Stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure thatPower, (i) the number of Directors constituting the Board of Inland consists Directors shall remain fixed at nine Directors and (ii) the Buyer Parties shall have the right to nominate one Stockholder Nominee for every 9.9% of the Total Voting Power Beneficially Owned by the Buyer Parties; provided that the total number of Stockholder Nominees that the Buyer Parties shall be entitled to nominate shall be limited to five out of a total of nine Directors following the date of this Agreement unless the Buyer Parties shall have acquired more Common Stock following the date of this Agreement. The maximum number of Stockholder Nominees that the Buyer Parties shall be entitled to nominate hereunder shall be six out of a total of nine Directors. So long as the Buyer Parties’ Total Voting Power is equal to or greater than (1) 9.9%, the Buyer Parties shall collectively have the right to nominate one (1) Stockholder Nominee, (2) 19.8%, the Buyer Parties shall collectively have the right to nominate two (2) Stockholder Nominees, (3) 29.7%, the Buyer Parties shall collectively have the right to nominate three (3) Stockholder Nominees, (4) 39.6%, the Buyer Parties shall collectively have the right to nominate four (4) Stockholder Nominees, (5) 49.5%, the Buyer Parties shall collectively have the right to nominate five (5) Stockholder Nominees, and (6) 59.4% as a result of additional purchases of Common Stock following the date of this Agreement, the Buyer Parties shall collectively have the right to nominate six (6) members Stockholder Nominees (unless in each such case, less the Requisite Holders number of Stockholder Nominees, if any, that are then serving as a Directors) in accordance with the terms and subject to the conditions set forth in this Agreement. (b) Each Stockholder Nominee shall be reasonably acceptable to the Nominating and Governance Committee of the Board of Directors and shall conform with the Company’s director-nominee criteria and qualifications specified in its Nominating and Governance Committee Charter, the Certificate of Incorporation, the Bylaws, and the Company’s corporate governance policies and procedures (each such Stockholder Nominee satisfying the requirement set forth above, an “Eligible Stockholder Nominee”). For so long as defined in the Exchange Buyer is the record holder of the Common Stock that is Beneficially Owned by the Buyer Principals and Note Issuance Agreement) have exercised their Controlled Affiliates, the Buyer Principals shall exercise their rights under this Section 4.1 through the Exchange Buyer. If the Buyer Principals cause the Buyer to distribute the Common Stock such that the Buyer ceases to be the record holder of the Common Stock that is Beneficially Owned by the Buyer Principals and Note Issuance Agreement andtheir Controlled Affiliates, the Buyer Parties shall promptly designate a single Buyer Party to be the representative of the Buyer Parties for all purposes under this Article IV (such representative, the “BP Representative”) and provide written notice of such appointment to the Company. The Company shall be entitled to rely on any instructions received from the BP Representative, without any investigation or inquiry, as a result having been taken or not taken upon the authority of the failure of Buyer Parties, and shall not be required to take instructions from any other Buyer Party once a then existing director to resign or otherwise, it is necessary to increase BP Representative has been appointed. In the size event of the Board death, resignation, incapacity or removal of the BP Representative, the Buyer Parties shall promptly appoint a replacement BP Representative and provide written notice of such appointment to the Company. (c) During the Effective Period, so long as the Buyer Parties’ Total Voting Power is less than 29.7%, the Buyer Parties shall have no obligation to appoint any “independent directors” (as such term is defined in order Rule 5605 of the Nasdaq Listing Rules, an “Independent Director”). So long as Buyer Parties’ Total Voting Power is equal to permit or greater than: (i) 29.7% but is less than 39.6%, the Requisite Holders Buyer Parties shall be obligated to exercise such rights), nominate one (1) Independent Director; (ii) for 39.6% but is less than 49.5%, the Buyer Parties shall be obligated to nominate two (2) Independent Directors; and (iii) 49.5%, the Buyer Parties shall be obligated to nominate three (3) Independent Directors. (d) During the Effective Period, so long as Xxxxx and its Affiliates hold not less the Buyer Parties’ Total Voting Power is equal to or greater than a majority of 19.8%, the Common Stock, Xxxxx and its Affiliates, as a group, Buyer Parties shall have the right to appoint not less than two individuals designated at least one (1) Eligible Stockholder Nominee to each of the Audit Committee, Compensation Committee and the Nominating and Governance Committee and any other committees of the Board of Directors formed after the date of this Agreement, provided, that such Eligible Stockholder Nominee shall qualify as an Independent Director. The Company shall, to the fullest extent permitted by Applicable Law, use its best efforts to appoint at least one Eligible Stockholder Nominee to each committee of the Board of Directors in accordance with the foregoing sentence. During the Effective Period, the Company and the Board of Directors shall cause the Audit Committee, Nominating and Governance Committee and the Compensation Committee to be comprised of three (3) Directors, including at least one Eligible Stockholder Nominee as required in accordance with this Section 4.1. (e) In furtherance of the foregoing, during the Effective Period, the Company shall, with respect to each Eligible Stockholder Nominee nominated for election toat any meeting of the Company’s stockholders at which Directors are to be elected, including his or her name in any proxy materials prepared by or on behalf of the Company and be elected to, recommending that the stockholders of the Company vote to elect such Eligible Stockholder Nominee as a Director of the Company. (f) In the event that a vacancy is created on the Board orof Directors at any time during the Effective Period due to the death, if greaterdisability, that number retirement, resignation or removal of individuals representing not less than one third of any Stockholder Nominee, then the members of the Board, and (iii) for so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement are applicable, the Requisite Holders Buyer Parties shall have the right to have one or more individuals designated nominate an individual to fill such vacancy, which individual shall be an Eligible Stockholder Nominee. (g) During the Effective Period, if at any time the Buyer Parties and their respective Controlled Affiliates cease to Beneficially Own shares of Common Stock commensurate with the number of Stockholder Nominees provided for election to, and be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement. In the event Section 4.1(a) above such that either the Requisite Holders of TCW Sub Notes or Xxxxx has a right to replace a member of each Board designated by the other party with its own designee, Xxxxx or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees there are too many Stockholder Nominees on the Board of Directors in relation to the Total Voting Power then Beneficially Owned by the Buyer Parties and their Controlled Affiliates, then the Buyer Parties promptly shall cause such excess Stockholder Nominees to resign from the Board and to ensure that the individual designated for election of Directors. (h) The Buyer Parties shall obtain from each Stockholder Nominee elected by the stockholders of the Company or appointed by the Board of Directors to fill a vacancy in the Board an irrevocable written resignation from the Board of Directors, binding in accordance with Applicable Law and the Company’s Bylaws, to be released by the Buyer Parties in the event that any Stockholder Nominee refuses to promptly resign from the Board when required to do so pursuant to Section 4.1(g) hereof. (i) The Buyer Parties shall be entitled to assign their respective rights under this Section 4.1 to any Person in connection with a Transfer to such Person in accordance with the terms of this Agreement of shares of Common Stock representing at least 9.9% of the Total Voting Power; provided that in no event shall such person be entitled to nominate more than one Stockholder Nominee for each 9.9% of the Total Voting Power acquired by such Person from the Buyer Parties. (j) Effective as of the date of this Agreement, the Board of Directors shall (i) amend Section 5.8 of the Bylaws to provide for two Co-Chairpersons of the Board (the “Co-Chairpersons”) and (ii) use its best efforts to appoint Song and Xxxxx Xxxxxx (“Xxxxxx”) as Co-Chairpersons. During the Effective Period, if at any time Xxxxxx ceases to be a member of the Board of Directors other party is than as a result of a breach of this Agreement by any of the Buyer Parties, the Board of Directors shall promptly (i) amend Section 5.8 of the Bylaws to provide for a single Chairperson and (ii) appoint Song (or such other Stockholder Nominee as designated by the Buyer Parties) as Chairperson. (k) The Company shall enter into indemnification agreements and maintain Directors and Officers liability insurance for the benefit of each Stockholder Nominee elected to the BoardBoard of Directors with respect to all periods during which such Stockholder Nominee is a Director, on terms, conditions and amounts substantially similar to the terms, conditions and amounts of the Company’s current Directors and Officers liability insurance policy (as the same may be modified and/or replaced from time to time in accordance with the terms set forth in the Stockholders’ Agreement), and shall use commercially reasonable efforts to cause such indemnification and insurance to be maintained in full force and effect. The Company shall provide such Stockholder Nominee with all benefits (including all fees and entitlements) on substantially the same terms and conditions as are provided to other members of the Board of Directors performing similar roles.

Board of Directors Representation. From and after the date hereof, each of Holdings, JEDI, the members of the Xxxxx Group and any of its their respective affiliates and successors to the Xxxxx Common Stock and TCW and any of its affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock voting stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland the Issuer called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, that (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange members, and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) that one (1) individual shall be designated for election to the board by the holders of Common Stock and Series Z Preferred Stock. Each of JEDI and Holdings agrees that neither it nor its respective affiliates shall vote their respective shares of Common Stock and Series Z Preferred Stock then owned by such parties in the election of the individual to be elected to the Board by the holders of the Common Stock and the Series Z Preferred Stock pursuant to clause 5.1(ii) above so long as such respective party or its affiliates hold Series D Preferred Stock or Series E Preferred Stock AND the Xxxxx Group continues to hold 10% or more of the combined outstanding shares of Common Stock and Series Z Preferred Stock; provided, however, that if Holdings and its Affiliates affiliates shall not at such time hold not less than a majority Series D Preferred Stock entitling it and its affiliates to elect four (4) members to the Board, then Holdings may vote an amount of its Common Stock in the election of directors in proportion to its reduction in number of directors it (and its affiliates) are then entitled to appoint pursuant to the terms of the Series D Preferred Stock. By way of example only, if Holdings (and its affiliates) may at the time of an election elect only one (1) member to the Board pursuant to the terms of their Series D Preferred Stock, then Holdings (and its affiliates) shall be entitled to vote seventy-five percent (75%) of their Common Stock in the election of directors by holders of the Common Stock, Xxxxx and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third . Each member of the members Xxxxx Group agrees that it will not vote its respective shares of Common Stock for the Board, and (iii) for election of directors so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 Xxxxx Group continues to hold 10% or more of the Exchange combined outstanding shares of Common Stock and Note Issuance Agreement are applicableSeries Z Preferred Stock; provided, further, that, notwithstanding the Requisite Holders shall have foregoing, if the right Xxxxx Group does not for any reason vote its respective shares of Common Stock for the election of directors, then both Holdings and JEDI and their affiliates may vote their Common Stock and Series Z Preferred Stock for the election of any director elected by holders of Common Stock, in addition to have one or more individuals designated for election to, and directors that may be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 by holders of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or Xxxxx has a right to replace a member of each Board designated by the other party with its own designee, Xxxxx Series D Preferred Stock or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected to the BoardSeries E Preferred Stock.

Board of Directors Representation. From (a) Effective upon the --------------------------------- acceptance for payment of, and after the date hereofpayment for, each of Xxxxx and any of its affiliates and successors Shares pursuant to the Xxxxx Common Stock and TCW and any Offer, Parent shall be entitled to designate such number of its affiliates and successors directors, rounded up to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock (including any shares of Voting Stock hereafter acquirednext whole number, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland called for the purpose of filling positions to serve on the BoardBoard of Directors of the Company as will give Merger Subsidiary, or in any written consent executed in lieu subject to compliance with Section 14(f) of such a meeting the Exchange Act, representation on the Board of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary Directors of the Company equal to ensure that, at least that number of directors which equals the product of (i) the total number of directors on the Board of Inland consists Directors (giving effect to the election of six any additional directors pursuant to this section) and (6ii) members a fraction, the numerator of which shall be the number of Shares beneficially owned by Parent and/or Merger Subsidiary (unless including Shares accepted for payment and for which payment has been made) and the Requisite Holders (as defined in denominator of which shall be the Exchange and Note Issuance Agreement) have exercised their rights under number of Shares then outstanding. The Company shall, upon request of Parent, take all reasonable actions to cause Parent's designees to be elected or appointed to the Exchange and Note Issuance Agreement andCompany's Board of Directors, as a result of the failure of a then existing director to resign or otherwiseincluding without limitation, it is necessary to increase increasing the size of the Board in order of Directors and/or securing the resignations of incumbent directors. At such time, the Company shall, if requested by Parent, also take all action reasonably necessary to permit cause persons designated by Parent to constitute at least the Requisite Holders same percentage (rounded up to exercise such rights)the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. At the request of Parent, the Company shall take, at its expense, all action required pursuant to Section 14(f) and Rule 14(f)-1 of the Exchange Act in order to fulfill its obligations under this Section 2.03 and shall include in the originally filed Schedule 14D-9 and otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Merger Subsidiary will supply to the Company, and will be solely responsible for, all information with respect to themselves and their officers, directors and affiliates required by such Section and such Rule. (b) Following the election or appointment of Parent's designees pursuant to Section 2.03(a) and until the Effective Time, the parties shall use their respective reasonable best efforts to ensure that the Company's Board of Directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "Continuing ---------- Directors"); provided that in the event that the number of the Continuing --------- -------- Directors shall be reduced below two for so long as Xxxxx and its Affiliates hold not less than any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. The approval of a majority of the Common Stock, Xxxxx and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third directors of the members Company then in office who were not designated by Parent shall be required to authorize (i) any termination of this Agreement by the BoardCompany, and (ii) any amendment of this Agreement or the Support Agreement, (iii) any extension of time for so long as there shall be performance of any TCW Sub Notes outstanding and the provisions obligation of SECTIONS 5.2or action by Parent or Merger Subsidiary hereunder, 5.3 and 9.2 (iv) any enforcement of or any waiver of compliance with any of the Exchange and Note Issuance Agreement are applicable, agreements or conditions contained herein for the Requisite Holders shall have the right to have one or more individuals designated for election to, and be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 benefit of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes Company or Xxxxx has a right to replace a member of each Board designated by the other party with its own designee, Xxxxx or the Requisite Holders of TCW Sub Notes (as the case may bev) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected any amendment to the BoardCompany's articles of incorporation or by-laws that adversely affects the shareholders of the Company.