Common use of Board Advisor Clause in Contracts

Board Advisor. The Company agrees that it will, upon completion of the proposed public offering contemplated herein, for a period of two (2) years from the consummation of the Offering, the Representative shall have the right to appoint an advisor ("ADVISOR") to the Company's Board of Directors. Such Advisor shall be permitted to attend meetings of the Board, receive all notices and other correspondence and communications sent by the Company to members of its Board of Directors provided, that such Advisor shall not be entitled to any compensation, other than reimbursement for all costs incurred in attending such meetings including, food, lodging, and transportation. The Company further agrees that, during said two (2) year period, it shall schedule no less than four (4) formal and "in person" meetings of its Board of Directors in each such year at which meetings such Advisor shall be permitted to attend as set forth herein; said meetings shall be held quarterly each year and ten (10) days advance notice of such meetings shall be given to the Advisor. Further, during such two (2) year period, the Company shall give notice to the Representative with respect to any proposed acquisitions, mergers, reorganizations or other similar transactions. The Company shall indemnify and hold such Advisor harmless against any and all claims, actions, damages, costs and expenses, and judgments arising solely out of the attendance and participation of such Advisor at any such meeting described herein, and, if the Company maintains a liability insurance policy affording coverage for the acts of its officers and directors, it shall, if possible, include such Advisor as an insured under such policy.

Board Advisor. The Company agrees that it willthat, upon completion for so long as MIG retains a beneficial ownership interest in the Common Stock totaling at least 3.5% of the proposed public offering contemplated hereinissued and outstanding Common Stock, for a period of two ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (2the “MIG Designee”) years from the consummation of the Offering, the Representative shall have the right to appoint an advisor ("ADVISOR") to the Company's Board of Directors. Such Advisor shall be permitted to attend and reasonably participate, but not vote, at all regularly scheduled and special meetings of the BoardBoard (whether such meetings are held in person, receive all notices telephonically or otherwise, each, a “Board Meeting”) during the period beginning on February 1, 2020 and other correspondence and communications sent ending on April 30, 2020 (as it may be extended pursuant to this Agreement, the “Advisor Period”); provided, that, upon written notice by MIG to the Company to members of its Board of Directors providedbe delivered no later than April 24, that 2020, MIG has the right to extend the Advisor Period until the date set forth in such Advisor notice, which date shall not be entitled later than December 31, 2020. Subject to the third sentence of this Section 1(a), during the Advisor Period, the MIG Designee shall receive notice of all Board Meetings, all written consents executed by the Board at each Board Meeting, all materials prepared for consideration at any Board Meeting, and all minutes related to each Board Meeting, in each case, contemporaneous with their distribution to the Board and redacted to omit items pertaining to the meetings or portions thereof from which the Company reserves the right to exclude the MIG Designee pursuant to the third sentence of this Section 1(a). Notwithstanding anything to the contrary contained in this Agreement, the Company reserves the right to exclude the MIG Designee from access to any Board Meeting or portion thereof (and any materials pertaining thereto) (i) that is an executive session, (ii) at which the Board receives legal updates or where matters relating to stockholder activism, executive performance and compensation, other than reimbursement for all costs incurred in attending such meetings including, food, lodgingsuccession planning or related topics are considered or (iii) if, and transportation. The Company further agrees only to the extent that, during said two (2) year periodthe Board determines reasonably and in good faith that such exclusion is necessary to preserve the attorney-client privilege or avoid a conflict of interest. For the avoidance of doubt, it the MIG Designee shall schedule no less than four (4) formal and "in person" meetings of its Board of Directors in each such year at which meetings such Advisor shall not be permitted to attend as set forth herein; said any meetings shall be held quarterly each year and ten (10) days advance notice of such meetings shall be given to the Advisor. Further, during such two (2) year period, the Company shall give notice to the Representative with respect to any proposed acquisitions, mergers, reorganizations or other similar transactions. The Company shall indemnify and hold such Advisor harmless against any and all claims, actions, damages, costs and expenses, and judgments arising solely out committee of the attendance and participation Board or receive copies of such Advisor at any such meeting described herein, and, if the Company maintains a liability insurance policy affording coverage for the acts of its officers and directors, it shall, if possible, include such Advisor as an insured under such policyminutes thereof.