Extract to table

For the avoidance of doubt, for purposes of this Agreement, no member of the Investor Group shall be deemed an Affiliate of the Company, and the Company shall not be deemed an Affiliate of any member of the Investor Group

In this Agreement, unless the context otherwise requires: (a) the headings of articles, sections, and subsections are included for convenience of reference only and shall not affect the construction or interpretation of this Agreement; (b) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" and shall not be construed to limit any general statement to the specific or similar items or matters immediately following it; (c) references to any statute, law, rule, or regulation shall include any amendments, modifications, successor legislation, or regulations promulgated thereunder, unless the context otherwise requires; (d) words importing the singular shall include the plural and vice versa, and words importing gender shall include all genders; (e) references to "$" or "dollars" shall mean United States dollars; (f) the words "herein," "hereof," "hereby," "hereunder," and other words of similar import refer to this Agreement as a whole and not to any particular section or provision of this Agreement; (g) references to "days" shall mean calendar days unless "Business Days" are specified; and (h) the terms "or" and "and" shall not be construed in the exclusive or conjunctive sense, respectively, except where the context clearly requires otherwise

(a) Within twenty (20) Business Days of the Effective Date, the Board shall appoint one (1) new independent director mutually agreed upon by the Company and Pinnacle Harbor (the "Mutual Director")

The Mutual Director shall be selected from a pool of no fewer than three (3) Independent Director Candidates identified by a joint committee (the "Selection Committee") consisting of two (2) representatives designated by the Company (one of whom shall be a member of the Special Committee formed by the Board on November 14, 2022) and one (1) representative designated by Pinnacle Harbor

(b) The Mutual Director shall not be either of the Investor Nominees and shall not be a current officer, director, or employee of the Company

(c) The appointment of the Mutual Director shall increase the size of the Board from nine (9) directors to ten (10) directors