Common use of Company Directors Clause in Contracts

Company Directors. (A) Pursuant to Section 3(e) of the Amended Advisory Agreement and subject to the Charter and Bylaws, the Board of Directors will at all times be comprised of no fewer than five (5) members. The Advisor and the Sub-Advisor shall each have the right to designate for nomination, subject to the approval of such nomination by the Board of Directors, one (1) director to the slate to be voted on by the stockholders; provided however, that in the event the number of directors constituting the Board of Directors is increased by a vote of the Board of Directors pursuant to the Charter and Bylaws, such number of director nominees which each of the Advisor and the Sub-Advisor is entitled to designate shall be increased as necessary by a number that will result in such nominees representing not less than 20% of the total number of directors. The Advisor and the Sub-Advisor shall have the right to consult with each other and jointly designate for nomination, subject to approval of such nomination by the Board of Directors, three (3) individuals to serve as Independent Directors; provided, however, that in the event the number of directors constituting the Board of Directors is increased by a vote of the Board of Directors pursuant to the Charter and Bylaws, such number of Independent Director nominees which the Advisor and the Sub-Advisor are entitled to designate shall be increased as necessary by a number that will result in such nominees representing not less than the minimum number of Independent Directors required under applicable law and pursuant to the Charter and Bylaws. The Advisor agrees, with respect to any Shares now or hereinafter owned by it, to vote such Shares in favor of the Sub-Advisor’s nominees for the Board of Directors. As of the date hereof, the Sub-Advisor’s nominee is Xxxxxx XxxXxxxxx. The Sub-Advisor agrees, with respect to any Shares now or hereinafter owned by it, to vote such Shares in favor of the Advisor’s nominees for the Board of Directors. As of the date hereof, the Advisor’s nominee is Xxxxxxxx Xxxxxxx. (B) To facilitate the nomination rights set forth above, the Advisor will use commercially reasonable efforts to notify the Sub-Advisor in writing a reasonable period of time in advance of any action to be taken by the Company or the Board of Directors for the purpose of nominating, electing or designating directors, which notice, in the case of a proxy statement, information statement or registration statement in which nominees for director would be named, shall be delivered by the Advisor to the Sub-Advisor no later than 15 days prior to the anticipated mailing or filing date, as applicable. Such notice shall set forth in reasonable detail the nature of the action to be taken by the Company or the Board of Directors, and the anticipated date thereof. Upon receipt of such notice, the Sub-Advisor will consult with the Advisor to designate any Sub-Advisor Nominees as soon as reasonably practicable thereafter; provided, however, that if the Sub-Advisor shall have failed to designate Sub-Advisor Nominees in a timely manner, the Sub-Advisor shall be deemed to have designated any incumbent Sub-Advisor Nominees in a timely manner unless there are no remaining incumbent Sub-Advisor Nominees or the incumbent Sub-Advisor Nominee declines to serve, in which case the Advisor or the Board of Directors may designate for nomination another Person. (C) The Sub-Advisor will provide the Company or the Advisor with such information about each Sub-Advisor Nominee as is reasonably requested by the Company or the Advisor in order to comply with applicable disclosure rules, including without limitation, any information that a stockholder of the Company must provide to the Company in order to nominate a director under the Bylaws. (D) If a vacancy on the Board of Directors arises as a result of the death, disability or retirement, resignation or removal of a Sub-Advisor Nominee and such vacancy results in the number of Sub-Advisor Nominees then serving on the Board of Directors being less than the number that the Sub-Advisor is then entitled to designate for nomination to the Board of Directors, the Sub-Advisor shall be entitled to designate for nomination a Sub-Advisor Nominee to fill such a vacancy subject to approval by the Board of Directors. If a vacancy on the Board of Directors arises as a result of the death, disability or retirement, resignation or removal of an Independent Director and such vacancy results in the number of Independent Directors then serving on the Board of Directors being less than the number that the Advisor and the Sub-Advisor are then entitled to jointly designate for nomination to the Board of Directors, the Advisor and the Sub-Advisor shall consult with each other and agree upon an individual to be designated for nomination to serve as an Independent Director to fill such a vacancy, subject to approval by the Board of Directors or the Independent Directors, as required by the Charter.

Company Directors. (Aa) Pursuant Effective upon the Acceptance Time and from time to Section 3(e) time thereafter (but only for so long as Parent, Merger Sub and their Affiliates beneficially own at least a majority of the Amended Advisory Agreement and subject outstanding Shares (determined on a fully diluted basis)), Merger Sub shall be entitled to elect or designate to the Charter and Bylaws, the Board of Directors will at all times be comprised of no fewer than five (5) members. The Advisor and the Sub-Advisor shall each have the right to designate for nomination, subject to the approval of such nomination by the Board of Directors, one (1) director to the slate to be voted on by the stockholders; provided however, that in the event the number board of directors constituting the Board of Directors is increased by a vote of the Board of Directors pursuant to Company (the Charter and Bylaws, “Company Board”) such number of director nominees which each of directors, rounded up to the Advisor and nearest whole number, as is equal to the Sub-Advisor is entitled to designate shall be increased as necessary by a number that will result in such nominees representing not less than 20% product of the total number of directorsdirectors on the Company Board (giving effect to the directors elected or designated by Merger Sub pursuant to this sentence) multiplied by the percentage of the outstanding Shares (determined on a fully diluted basis) that are then beneficially owned by Merger Sub and its Affiliates and to have such designees be elected or appointed to such classes of the Company Board so as to be as evenly distributed as possible among the three classes of directors on the Company Board. The Advisor As used in this Agreement, the terms “beneficial ownership” (and the Sub-Advisor its correlative terms) and “Affiliate” shall have the meanings provided in Rule 13d-3 and Rule 12b-2 under the Exchange Act, respectively. Upon any exercise of such right by Merger Sub, the Company shall use its reasonable best efforts to consult with (i) elect or appoint to the Company Board the individuals designated by Merger Sub and permitted to be so elected or designated by the preceding sentence, including by promptly filling vacancies or newly created directorships on the Company Board, increasing the size of the Company Board and/or securing the resignations of such number of its incumbent directors, and (ii) cause the directors so elected or appointed to constitute the same percentage (rounded up to the nearest whole number) of the members of each other committee of the Company Board as such directors represent of the Company Board, in each case to the fullest extent permitted by applicable Law and jointly designate for nomination, the rules of the NASDAQ Stock Market (“NASDAQ”). The Company’s obligations under this Section 1.3(a) shall be subject to approval Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall include in the Schedule 14D-9 such nomination information required by Section 14(f) and Rule 14f-1 as is necessary to enable Merger Sub’s designees to be elected or appointed to the Company Board. Merger Sub shall timely furnish to the Company, and be solely responsible for, information with respect to Merger Sub’s designees and Parent’s and Merger Sub’s respective officers, directors and Affiliates to the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Merger Sub, Parent or any of their respective Affiliates may have as a holder or beneficial owner of Shares as a matter of applicable Law with respect to the election of directors or otherwise. (b) In the event that Merger Sub’s designees are elected or appointed to the Company Board of Directorspursuant to Section 1.3(a), then, until the Effective Time (and subject to any further designations permitted to be made by Merger Sub pursuant to Section 1.3(a) from time to time), the Company and Parent shall allow (i) at least three (3) individuals to serve as Independent Directors; provided, however, that in the event the number of directors constituting the Board of Directors is increased by a vote members of the Company Board to consist of Directors pursuant to the Charter and Bylaws, such number of Independent Director nominees which the Advisor and the Sub-Advisor are entitled to designate shall be increased as necessary by a number that will result in such nominees representing not less than the minimum number of Independent Directors required under applicable law and pursuant to the Charter and Bylaws. The Advisor agrees, with respect to any Shares now or hereinafter owned by it, to vote such Shares in favor individuals who were members of the Sub-Advisor’s nominees for Company Board on the Board of date hereof (the “Existing Directors. As ”), (ii) the Existing Directors who are members of the date hereof, the Sub-Advisor’s nominee is Xxxxxx XxxXxxxxx. The Sub-Advisor agrees, with respect to any Shares now or hereinafter owned by it, to vote such Shares in favor audit committee of the Advisor’s nominees for the Company Board of Directors. As of the date hereof, the Advisor’s nominee is Xxxxxxxx Xxxxxxx. (B) To facilitate the nomination rights set forth above, the Advisor will use commercially reasonable efforts to notify the Sub-Advisor in writing a reasonable period of time in advance of any action to be taken by the Company or the Board of Directors for the purpose of nominating, electing or designating directors, which notice, in the case of a proxy statement, information statement or registration statement in which nominees for director would be named, shall be delivered by the Advisor to the Sub-Advisor no later than 15 days immediately prior to the anticipated mailing or filing date, date of this Agreement to remain as applicable. Such notice shall set forth in reasonable detail the nature members of the action to be taken by audit committee of the Company Board and (iii) such audit committee to comply with all requirements of the Securities Laws and NASDAQ applicable thereto. If any Existing Director is unable to serve due to death, disability or resignation, then the Board remaining Existing Directors (or, if no Existing Director is then in office, the members of Directorsthe Company Board) shall be entitled to elect or appoint another individual to fill each such vacancy, which individual shall not be an officer, director, employee or agent of, or otherwise affiliated with, Parent or Merger Sub and shall otherwise satisfy all requirements of the Securities Laws and NASDAQ applicable for a member of an audit committee, and the anticipated date thereof. Upon receipt of each such notice, the Sub-Advisor will consult with the Advisor to designate any Sub-Advisor Nominees as soon as reasonably practicable thereafter; provided, however, that if the Sub-Advisor shall have failed to designate Sub-Advisor Nominees in a timely manner, the Sub-Advisor individual shall be deemed to have designated any incumbent Sub-Advisor Nominees in a timely manner unless there are no remaining incumbent Sub-Advisor Nominees or the incumbent Sub-Advisor Nominee declines to serve, in which case the Advisor or the Board be an Existing Director for purposes of Directors may designate for nomination another Personthis Agreement. (Cc) The Notwithstanding anything in this Agreement to the contrary, at any time prior to the Effective Time when Merger Sub-Advisor will provide the Company or the Advisor with such information about each Sub-Advisor Nominee as is reasonably requested by the Company or the Advisor in order to comply with applicable disclosure rules, including without limitation, any information that ’s designees constitute a stockholder majority of the Company must provide Board, the affirmative vote of a majority of the Existing Directors, acting qua audit committee of the Company Board, shall be required and shall, to the Company in order to nominate a director under fullest extent permitted by the Bylaws. (D) If a vacancy on the Board of Directors arises as a result General Corporation Law of the deathState of Delaware (the “DGCL”), disability be sufficient to (i) on behalf of the Company to agree to amend, modify or retirementterminate this Agreement or to amend or modify the terms or conditions of the Offer or the Merger, resignation (ii) exercise or removal waive any of a the Company’s rights or remedies under this Agreement, (iii) extend the time for performance of Parent’s or Merger Sub-Advisor Nominee and such vacancy results in ’s obligations under this Agreement or (iv) enforce any obligation of Parent or Merger Sub under this Agreement. The Existing Directors, acting qua audit committee of the number of Sub-Advisor Nominees then serving on Company Board, shall have the Board of Directors being less than the number that the Sub-Advisor is then entitled authority to designate for nomination retain counsel (which may include current counsel to the Board Company) and other advisors at the expense of Directors, the Sub-Advisor shall be entitled to designate for nomination a Sub-Advisor Nominee to fill such a vacancy subject to approval Company as determined appropriate by the Board of Directors. If a vacancy Existing Directors and shall have the authority, after the Acceptance Time and prior to the Effective Time, to institute any action on the Board of Directors arises as a result behalf of the death, disability or retirement, resignation or removal Company to enforce the performance of an Independent Director and such vacancy results this Agreement in the number of Independent Directors then serving on the Board of Directors being less than the number that the Advisor and the Sub-Advisor are then entitled to jointly designate for nomination to the Board of Directors, the Advisor and the Sub-Advisor shall consult accordance with each other and agree upon an individual to be designated for nomination to serve as an Independent Director to fill such a vacancy, subject to approval by the Board of Directors or the Independent Directors, as required by the Charterits terms.

Company Directors. (Aa) Pursuant Promptly upon the purchase of, and payment for, any Shares by Merger Sub pursuant to Section 3(e) the Offer which represent at least a majority of the Amended Advisory Agreement Shares outstanding (determined on a fully diluted basis) and subject to the Charter and Bylaws, the Board of Directors will at all times thereafter, Merger Sub shall be comprised of no fewer than five (5) members. The Advisor and the Sub-Advisor shall each have the right entitled to elect or designate for nomination, subject to the approval of such nomination by the Company Board of Directors, one (1) director to the slate to be voted on by the stockholders; provided however, that in the event the number of directors constituting the Board of Directors is increased by a vote of the Board of Directors pursuant to the Charter and Bylaws, such number of director nominees which each of directors, rounded up to the Advisor and next whole number, as is equal to the Sub-Advisor is entitled to designate shall be increased as necessary by a number that will result in such nominees representing not less than 20% product of the total number of directorsdirectors on the Company Board (giving effect to the directors elected or designated by Merger Sub pursuant to this sentence) multiplied by the percentage of the outstanding Shares (determined on a fully diluted basis) that are then beneficially owned by Merger Sub and its affiliates. The Advisor As used in this Agreement, the terms “beneficial ownership” (and the Sub-Advisor its correlative terms) and “affiliate” shall have the right meanings assigned to consult with each other such terms in Rule 13d-3 and jointly designate for nominationRule 12b-2 under the Exchange Act, subject to approval respectively. Upon any exercise of such nomination right by Merger Sub, the Company shall use its best efforts to take all such actions as are necessary to (i) elect or designate to the Company Board the individuals designated by Merger Sub and permitted to be so elected or designated by the Board of Directorspreceding sentence, three (3) individuals including but not limited to serve as Independent Directors; providedpromptly filling vacancies or newly created directorships on the Company Board, however, that in increasing the event the number of directors constituting the Board of Directors is increased by a vote size of the Company Board (including by amending the Bylaws of Directors pursuant the Company if necessary so as to increase the Charter and Bylaws, size of the Company Board) and/or securing the resignations of such number of Independent Director nominees which its incumbent directors, and (ii) cause the Advisor directors so elected or designated to constitute the same percentage (rounded up to the next whole number) of the members of each committee of the Company Board as such directors represent of the Company Board, in each case to the fullest extent permitted by applicable Law and the Sub-Advisor are entitled to designate rules of the Nasdaq National Market (“Nasdaq”). The Company’s obligations under this Section 1.3(a) shall be increased as necessary by a number that will result in such nominees representing not less than subject to Section 14(f) of the minimum number Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of Independent Directors this Agreement take all actions required under applicable law and pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to shareholders (together with the Charter Schedule 14D-9) the information required by Section 14(f) and BylawsRule 14f-1 as is necessary to enable Merger Sub’s designees to be elected or designated to the Company Board. The Advisor agreesMerger Sub shall supply the Company with, and be solely responsible for, information with respect to any Shares now or hereinafter owned Merger Sub’s designees and Parent’s and Merger Sub’s respective officers, directors and affiliates to the extent required by it, to vote such Shares in favor of the Sub-Advisor’s nominees for the Board of Directors. As of the date hereof, the Sub-Advisor’s nominee is Xxxxxx XxxXxxxxxSection 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Merger Sub-Advisor agrees, Parent or any of their respective affiliates may have as a holder or beneficial owner of Shares as a matter of applicable law with respect to any Shares now the election of directors or hereinafter owned by it, to vote such Shares in favor of the Advisor’s nominees for the Board of Directors. As of the date hereof, the Advisor’s nominee is Xxxxxxxx Xxxxxxxotherwise. (Bb) To facilitate In the nomination rights set forth aboveevent that Merger Sub’s designees are elected or designated to the Company Board pursuant to Section 1.3(a), then, until the Effective Time, the Advisor will Company and Parent shall use commercially reasonable best efforts to notify cause (i) the Sub-Advisor in writing a reasonable period members of time in advance of any action to be taken by the Company Board on the date of this Agreement (the “Existing Directors”) to remain as directors on the Company Board, (ii) the Existing Directors (other than the chief executive officer of the Company) to remain as members of the audit committee of the Company Board and (iii) such audit committee to comply with all requirements of the Securities Laws and Nasdaq applicable thereto (collectively, the “Audit Committee Requirements”). If any Existing Director is unable to serve due to death, disability or resignation, the Board remaining Existing Director(s) (or, if none of the Existing Directors for are then in office, the purpose members of nominating, electing or designating directors, which notice, in the case of a proxy statement, information statement or registration statement in which nominees for director would be named, Company Board) shall be delivered by entitled to elect or designate another Person (or Persons) who will satisfy the Advisor Audit Committee Requirements to the Sub-Advisor no later than 15 days prior to the anticipated mailing or filing date, as applicable. Such notice shall set forth in reasonable detail the nature of the action to be taken by the Company or the Board of Directors, fill such vacancy and the anticipated date thereof. Upon receipt of each such notice, the Sub-Advisor will consult with the Advisor to designate any Sub-Advisor Nominees as soon as reasonably practicable thereafter; provided, however, that if the Sub-Advisor shall have failed to designate Sub-Advisor Nominees in a timely manner, the Sub-Advisor Person shall be deemed to have designated be an Existing Director for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, at any incumbent time prior to the Effective Time when Merger Sub-Advisor Nominees in ’s designees constitute a timely manner unless there are no remaining incumbent Sub-Advisor Nominees or the incumbent Sub-Advisor Nominee declines to serve, in which case the Advisor or the Board majority of Directors may designate for nomination another Person. (C) The Sub-Advisor will provide the Company Board, Merger Sub shall cause such designees not to approve any amendment or the Advisor with such information about each Sub-Advisor Nominee as is reasonably requested termination by the Company of, or any waiver by the Advisor in order to comply with applicable disclosure rules, including without limitationCompany of, any information of its rights under, this Agreement that would materially and adversely affect the holders of Shares (other than Parent and Merger Sub) or extend the time for performance of Parent’s or Merger Sub’s obligations under this Agreement, unless such action is approved by a stockholder majority of the Company must provide to the Company in order to nominate a director under the BylawsExisting Directors. (D) If a vacancy on the Board of Directors arises as a result of the death, disability or retirement, resignation or removal of a Sub-Advisor Nominee and such vacancy results in the number of Sub-Advisor Nominees then serving on the Board of Directors being less than the number that the Sub-Advisor is then entitled to designate for nomination to the Board of Directors, the Sub-Advisor shall be entitled to designate for nomination a Sub-Advisor Nominee to fill such a vacancy subject to approval by the Board of Directors. If a vacancy on the Board of Directors arises as a result of the death, disability or retirement, resignation or removal of an Independent Director and such vacancy results in the number of Independent Directors then serving on the Board of Directors being less than the number that the Advisor and the Sub-Advisor are then entitled to jointly designate for nomination to the Board of Directors, the Advisor and the Sub-Advisor shall consult with each other and agree upon an individual to be designated for nomination to serve as an Independent Director to fill such a vacancy, subject to approval by the Board of Directors or the Independent Directors, as required by the Charter.

Company Directors. (A) Pursuant to Section 3(e) of the Amended Advisory Agreement and subject to the Charter and Bylaws, the Board of Directors will at all times be comprised of no fewer than five (5) members. The Advisor and the Sub-Advisor shall each have the right to designate for nomination, subject to the approval of such nomination by the Board of Directors, one (1) director to the slate to be voted on by the stockholders; provided however, that in the event the number of directors constituting the Board of Directors is increased by a vote of the Board of Directors pursuant to the Charter and Bylaws, such number of director nominees which each of the Advisor and the Sub-Advisor is entitled to designate shall be increased as necessary by a number that will result in such nominees representing not less than 20% of the total number of directors. The Advisor and the Sub-Advisor shall have the right to consult with each other and jointly designate for nomination, subject to approval of such nomination by the Board of Directors, three (3) individuals to serve as Independent Directors; provided, however, that in the event the number of directors constituting the Board of Directors is increased by a vote of the Board of Directors pursuant to the Charter and Bylaws, such number of Independent Director nominees which the Advisor and the Sub-Advisor are entitled to designate shall be increased as necessary by a number that will result in such nominees representing not less than the minimum number of Independent Directors required under applicable law and pursuant to the Charter and Bylaws. The Advisor agrees, with respect to any Shares now or hereinafter owned by it, to vote such Shares in favor of the Sub-Advisor’s nominees for the Board of Directors. As of the date hereof, the Sub-Advisor’s nominee is Xxxxxx XxxXxxxxx. The Sub-Advisor agrees, with respect to any Shares now or hereinafter owned by it, to vote such Shares in favor of the Advisor’s nominees for the Board of Directors. As of the date hereof, the Advisor’s nominee is Xxxxxxxx Xxxxxxx. (B) To facilitate the nomination rights set forth above, the Advisor will use commercially reasonable efforts to notify the Sub-Advisor in writing a reasonable period of time in advance of any action to be taken by the Company or the Board of Directors for the purpose of nominating, electing or designating directors, which notice, in the case of a proxy statement, information statement or registration statement in which nominees for director would be named, shall be delivered by the Advisor to the Sub-Advisor no later than 15 days prior to the anticipated mailing or filing date, as applicable. Such notice shall set forth in reasonable detail the nature of the action to be taken by the Company or the Board of Directors, and the anticipated date thereof. Upon receipt of such notice, the Sub-Advisor will consult with the Advisor to designate any Sub-Advisor Nominees as soon as reasonably practicable thereafter; provided, however, that if the Sub-Advisor shall have failed to designate Sub-Advisor Nominees in a timely manner, the Sub-Advisor shall be deemed to have designated any incumbent Sub-Advisor Nominees in a timely manner unless there are no remaining incumbent Sub-Advisor Nominees or the incumbent Sub-Advisor Nominee declines to serve, in which case the Advisor or the Board of Directors may designate for nomination another Person. (C) The Sub-Advisor will provide the Company or the Advisor with such information about each Sub-Advisor Nominee as is reasonably requested by the Company or the Advisor in order to comply with applicable disclosure rules, including without limitation, any information that a stockholder of the Company must provide to the Company in order to nominate a director under the Bylaws. (D) If a vacancy on the Board of Directors arises as a result of the death, disability or retirement, resignation or removal of a Sub-Advisor Nominee and such vacancy results in the number of Sub-Advisor Nominees then serving on the Board of Directors being less than the number that the Sub-Advisor is then entitled to designate for nomination to the Board of Directors, the Sub-Advisor shall be entitled to designate for nomination a Sub-Advisor Nominee to fill such a vacancy subject to approval by the Board of Directors. If a vacancy on the Board of Directors arises as a result of the death, disability or retirement, resignation or removal of an Independent Director and such vacancy results in the number of Independent Directors then serving on the Board of Directors being less than the number that the Advisor and the Sub-Advisor are then entitled to jointly designate for nomination to the Board of Directors, the Advisor and the Sub-Advisor shall consult with each other and agree upon an individual to be designated for nomination to serve as an Independent Director to fill such a vacancy, subject to approval by the Board of Directors or the Independent Directors, as required by the Charter.

Company Directors. (A) Pursuant to Section 3(e) of the Amended Advisory Agreement and subject to the Charter and Bylaws, the Board of Directors will at all times be comprised of no fewer than five (5) members. The Advisor and the Sub-Advisor shall each have the right to designate for nomination, subject to the approval of such nomination by the Board of Directors, one (1) director to the slate to be voted on by the stockholders; provided provided, however, that in the event the number of directors constituting the Board of Directors is increased by a vote of the Board of Directors pursuant to the Charter and Bylaws, such number of director nominees which each of the Advisor and the Sub-Advisor is entitled to designate shall be increased as necessary by a number that will result in such nominees representing not less than 20% of the total number of directors. The Advisor and the Sub-Advisor shall have the right to consult with each other and jointly designate for nomination, subject to approval of such nomination by the Board of Directors, three (3) individuals to serve as Independent Directors; provided, however, that in the event the number of directors constituting the Board of Directors is increased by a vote of the Board of Directors pursuant to the Charter and Bylaws, such number of Independent Director nominees which the Advisor and the Sub-Advisor are entitled to designate shall be increased as necessary by a number that will result in such nominees representing not less than the minimum number of Independent Directors required under applicable law and pursuant to the Charter and Bylaws. The Advisor agrees, with respect to any Shares now or hereinafter owned by it, to vote such Shares in favor of the Sub-Advisor’s nominees for the Board of Directors. As of the date hereof, the Sub-Advisor’s nominee is Xxxxxx XxxXxxxxx. The Sub-Advisor agrees, with respect to any Shares now or hereinafter owned by it, to vote such Shares in favor of the Advisor’s nominees for the Board of Directors. As of the date hereof, the Advisor’s nominee is Xxxxxxxx Xxxxxxx. (B) To facilitate the nomination rights set forth above, the Advisor will use commercially reasonable efforts to notify the Sub-Advisor in writing a reasonable period of time in advance of any action to be taken by the Company or the Board of Directors for the purpose of nominating, electing or designating directors, which notice, in the case of a proxy statement, information statement or registration statement in which nominees for director would be named, shall be delivered by the Advisor to the Sub-Advisor no later than 15 days prior to the anticipated mailing or filing date, as applicable. Such notice shall set forth in reasonable detail the nature of the action to be taken by the 8112731.1 Company or the Board of Directors, and the anticipated date thereof. Upon receipt of such notice, the Sub-Advisor will consult with the Advisor to designate any Sub-Advisor Nominees as soon as reasonably practicable thereafter; provided, however, that if the Sub-Advisor shall have failed to designate Sub-Advisor Nominees in a timely manner, the Sub-Advisor shall be deemed to have designated any incumbent Sub-Advisor Nominees in a timely manner unless there are no remaining incumbent Sub-Advisor Nominees or the incumbent Sub-Advisor Nominee declines to serve, in which case the Advisor or the Board of Directors may designate for nomination another Person. (C) The Sub-Advisor will provide the Company or the Advisor with such information about each Sub-Advisor Nominee as is reasonably requested by the Company or the Advisor in order to comply with applicable disclosure rules, including without limitation, any information that a stockholder of the Company must provide to the Company in order to nominate a director under the Bylaws. (D) If a vacancy on the Board of Directors arises as a result of the death, disability or retirement, resignation or removal of a Sub-Advisor Nominee and such vacancy results in the number of Sub-Advisor Nominees then serving on the Board of Directors being less than the number that the Sub-Advisor is then entitled to designate for nomination to the Board of Directors, the Sub-Advisor shall be entitled to designate for nomination a Sub-Advisor Nominee to fill such a vacancy subject to approval by the Board of Directors. If a vacancy on the Board of Directors arises as a result of the death, disability or retirement, resignation or removal of an Independent Director and such vacancy results in the number of Independent Directors then serving on the Board of Directors being less than the number that the Advisor and the Sub-Advisor are then entitled to jointly designate for nomination to the Board of Directors, the Advisor and the Sub-Advisor shall consult with each other and agree upon an individual to be designated for nomination to serve as an Independent Director to fill such a vacancy, subject to approval by the Board of Directors or the Independent Directors, as required by the Charter.