Resignation of Officer and Director Positions. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualifying Termination under Section 3 is subject to the Executive resigning from all officer and director positions with all members of the Company Group and the Executive executing any documents the Company may require in connection with the same.

Resignation as Officer, Director, and Manager. Employee represents and warrants that he has resigned as an officer of the Company and all subsidiaries effective as of the Resignation Date, by submitting to the Company’s Board of Directors a signed notice of resignation in the form attached hereto as Exhibit 2.

Resignation as Officer, Director, and Manager. Employee represents and warrants that he has resigned as an officer of the Company and all subsidiaries effective as of the Resignation Date, by submitting to the Company’s Board of Directors a signed notice of resignation in the form attached hereto as Exhibit 2.

Director & Officer Liability Insurance; Indemnification. During the Term, the Company will maintain Consultant as an insured, at the Company's expense, under the Director and Officer Liability Insurance policy applicable to Company directors and officers. In addition, Consultant shall be entitled to indemnification by the Company for losses (including any defense costs and attorneys' fees) incurred in connection with performance of the Services or her status as a consultant to the same extent as if Consultant were an officer of the Company during the Term.

Indemnification Agreement; Director and Officer Liability Insurance. Executive shall be covered under an Indemnification Agreement substantially in the form provided to the Company’s other officers and directors. In addition, Executive shall be covered under the Company’s director and officer liability insurance coverage.

Investor Questionnaire; Reliance. The Investor has answered all questions on the signature page for use in preparation of the Prospectus Supplement and [Exhibit A] hereto and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing, unless the Investor otherwise notifies the Company in writing in accordance with Section 4.5 at least one business day prior to Closing. The Investor, in connection with its decision to purchase the Shares, relied only upon the Base Prospectus, the Prospectus Supplement, the Incorporated Documents, and any representations and warranties of the Company contained herein.

Prior to the date of this Agreement, the Starboard Designees have submitted to the Company a fully completed copy of the Company’s standard director & officer questionnaire and other reasonable and customary director onboarding documentation (including an authorization form to conduct a background check) required by the Company in connection with the appointment or election of new Board members. As a condition for eligibility for appointment, each candidate for Additional Independent Director and any Starboard Replacement Director will promptly (but in any event prior to being placed on the Board in accordance with this Agreement) submit to the Company # a fully completed copy of the Company’s standard director & officer questionnaire and other reasonable and customary director onboarding documentation US-DOCS\99184054.15

Administrative Questionnaire and Tax Forms. The assignee, if it shall not already be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire and any tax forms required by [Section 2.16(g)].

Maran acknowledges that, prior to the date of this Agreement, the Maran Appointee and each Maran Independent Appointee and prior to any appointment, each Maran Replacement Director, is required to submit to the Company a fully completed copy of the Company’s standard director & officer questionnaire and other reasonable and customary director onboarding documentation applicable to directors of the Company.

Termination of Status as Director or Officer. Notwithstanding anything in this Agreement to the contrary, unless otherwise agreed to by [[SITE Centers:Organization]] and Executive prior to the Termination Date, Executive shall be deemed to have automatically resigned from all directorships and offices with [[SITE Centers:Organization]] and its Subsidiaries, and their affiliates (including joint ventures), as of the Termination Date.