Acquisition Services. The Advisor shall:

Stockholder Services. The Advisor shall:

Other Services. Except as provided in Article 7, the Advisor shall perform any other services reasonably requested by the Company (acting through the Independent Directors).

Transition Services. The Parties acknowledge that the ​ Group may provide administrative services for certain of the ​ Group’s benefit programs for a transitional period under the terms of the Transition Services Agreement. The Parties agree to enter into a business associate agreement (if required by applicable health information privacy laws) in connection with such administrative services.

Exclusive Services. Employee shall not be employed or render services elsewhere during the Employment Period, provided that nothing herein shall preclude Employee from # serving on corporate, civic or charitable boards or committees listed on Exhibit A; # with advance notice to Employee’s Direct Managers of material involvements, participating (including as a board member) in educational, welfare, social, religious and civic organizations; and # with prior written approval of Employee’s Direct Managers for serving as a director of for profit entities, so long as such activities described in clauses (i), (ii) and (iii) do not, individually or in the aggregate, interfere or conflict with the performance of his duties or conflict with the business of Company or the Employee Guide or Code of Conduct.

Offering Services. The Advisor shall manage and supervise:

Serve as the Company’s investment and financial advisor and obtain certain market research and economic and statistical data in connection with the Company’s Investments and investment objectives and policies;

Manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and

Identify and evaluate potential financing and refinancing sources, engaging a third-party broker if necessary;

Consulting Services. Immediately following the Termination Date, and upon acceptance of this Agreement, Smathers will be converted to an independent consultant for a period of up to twelve (12) months. Smathers’ outstanding equity awards granted by ​, to the extent subject to time-based vesting, will continue to vest during the consulting period.