Board Composition. At the Closing, Eli Yoresh, Tali Dinar, Yaki Baranes and Amitai Weiss, shall be appointed to fill vacancies on the Board of Directors of FDOC. In addition, at the Closing, the current directors of FDOC shall deliver their resignations effective the day following the Closing Date and current officers of FDOC shall deliver their resignations effective as of the Closing.

“Board Member Count” means ten (10).

Composition. Each Party will initially appoint ​ representatives to the JSC, all of whom have sufficient seniority within the applicable Party to make decisions arising within the scope of the JSC’s responsibilities. The Parties’ initial representatives to the JSC are set forth on ​ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED

Voting; Board and Officer Composition. Subject to the rights of the stockholders to remove a director for cause in accordance with applicable law, during the term of this Agreement;

Change in Board. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in [Sections 13(a)(i), 13(a)(iii) or 13(a)(iv)])])]) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a least a majority of the members of the Board;

the composition of the Board shall change such that a majority of the Board shall no longer consist of Continuing Directors; or

A change in the composition of the Southern Board whereby individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Southern Board; or

Committee Composition. The Board shall appoint the members of the Committee. If and to the extent permitted by Applicable Law, the Committee may authorize one or more Reporting Persons (or other officers) to make Awards to Eligible Persons who are not Reporting Persons (or other officers whom the Committee has specifically authorized to make Awards). The Board may at any time appoint additional members to the Committee, remove and replace members of the Committee with or without Cause, and fill vacancies on the Committee however caused.

Pool Composition. The Borrower shall at all times maintain at least ten (10) Unencumbered Properties (other than Suspended Unencumbered Properties) with a minimum aggregate Value of not less than $200,000,000;

A change in the composition of the Board of Directors occurs, as a result of which fewer than one-half of the incumbent directors are directors who either: