Right to Appoint Representative. 7.1 For a period of three (3) years from the Effective Date ("Board Period"), upon notice from Shemano to the Company, Shemano shall have the right to send a representative (who need not be the same individual from meeting to meeting) to observe each meeting of the Board of Directors of the Company; provided that such representative shall sign a Regulation FD compliant confidentiality agreement which is reasonably acceptable to Shemano and its counsel in connection with such representative's attendance at meetings of the Board of Directors. The Company agrees to give Shemano written notice of each such meeting and to provide Shemano with an agenda and minutes of the meeting no later than it gives such notice and provides such items to the other directors, and reimburse the representative of Shemano for its reasonable out-of-pocket expenses incurred in connection with its attendance at the meeting, including but not limited to, food, lodging and transportation.
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Sources: Underwriting Agreement (Viceroy Acquisition CORP), Underwriting Agreement (Santa Monica Media CORP)