Company, “Affiliate” shall not include Investor or any other Person that is directly, or indirectlythrough one or more intermediaries, controlled by Investor.     “Beneficially Own,” “Beneficially Owned” or “Beneficial Ownership”means, with respect to any securities, having beneficial ownership of such securities (asdetermined pursuant to Rule 13d-3 under the Exchange Act, disregarding the phrase “within 60 days”in paragraph (d)(1)(i) thereof), including pursuant to any agreement, arrangement or understanding,whether or not in writing.     “Board” means the Board of Directors of the Company.     “Designation Notice” shall mean written notice from Investor to the Company pursuantto which Investor shall notify the Company of its exercise of its right to designate one Designeeto serve as a director of the Company, which notice shall identify such Designee therein.     “Designation Period” means the period commencing on the date hereof and ending on suchdate that Investor or its Affiliates cease to Beneficially Own at least 75% of the OP Units (or anyequity securities in the Company or its Affiliates) issued pursuant to the Contribution Agreement.     “Designee” shall mean any Person designated by Investor in a Designation Notice toserve as a director of the Company, which designee shall be an officer of Investor who is aQualified Designee.     “Person” means any individual, corporation, partnership (general or limited), limitedliability company, joint venture, association, joint-stock company, trust or unincorporatedorganization.     “Qualified Designee” means a Designee that qualifies as a director under the Company’sCorporate Governance Guidelines, as the same may be amended from time to time and is otherwisereasonably acceptable to the Company**ARTICLE II.****BOARD DESIGNATION**          **Section 2.1.****Designation of Director**. Subject to applicable law, and applicable stock exchangeand securities market rules and regulations, the Company agrees to take, or cause to be taken, allactions necessary to elect (or cause to be elected) David Lubar as initial Designee. Subject toapplicable law, and applicable stock exchange and securities market rules and regulations, duringthe Designation Period, following such initial election, the Company agrees to take all actions setforth under Section 2.3 below promptly after the receipt by the Company of a Designation Notice.          **Section 2.2.****Replacement Director****.**Subject to applicable law, and applicable stock exchangeand securities market rules and regulations, during the Designation Period, in the event that anyDesignee is unable or unwilling to serve as a director of the Company (due to death, disability orotherwise), or once having commenced to serve, is removed, withdraws or
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resigns from the Board ordies, such Designee’s replacement shall be nominated and designated by Investor, and the Companyagrees to take, or cause to be taken, all actions necessary to cause such replacement to be elected to serve as a director of the Company for the remaining term ofDesignee.          **Section 2.3.****Recommendation and Solicitation of Proxies.** At each vote for the general electionof directors of the Company held (whether by a meeting or written consent of the stockholders ofthe Company) during the Designation Period, following receipt of a Designation Notice, the Companyshall nominate any Qualified Designee hereof for election as a director of the Company, provided(1) in the event that the Investor fails to send a timely Designation Notice in order for theCompany to nominate a new Designee, the Designee currently serving as a director shall be deemed tobe the Investor’s new Designee and (2) to the extent that the Board determines that the proposedDesignee does not qualify as a Qualified Designee, Investor shall be permitted to proposeadditional Designees until such time that the Board determines that a proposed Designee qualifiesas a Qualified Designee to serve as a director of the Company.          **Section 2.4.****Charter and Bylaws****.**The Company shall take or cause to be taken all lawful actionnecessary to ensure that, at all times during the Designation Period, the Company’s charter andbylaws (in each case, as amended and in effect from time to time during the Designation Period) arenot inconsistent with the provisions of this Agreement.          **Section 2.5.****Indemnification and Insurance**.               (a) If elected as a director, the Company shall make available to the Designee,indemnification consistent with its current practices with respect to other directors of theCompany, including entering into an indemnification agreement consistent with those entered intowith the Company’s other directors.               (b) The Company shall continue to maintain in full force and effect director and officerliability insurance for the benefit of each Designee elected as a director consistent with itscurrent practices with respect to other directors of the Company.          **Section 2.6.****Injunctive Relief****.**The parties hereto hereby agree that it is impossible tomeasure in money the damages which will be suffered or incurred by Investor by reason of any breachor violation by the Company of its obligations set forth in this Article II. Accordingly,in the event of any such breach or violation, in addition to any other remedy at law or in equitythat Investor may have available to it, Investor shall have the right to specific performance ofsuch obligations.**ARTICLE III.****REPRESENTATIONS AND WARRANTIES OF THE COMPANY**The Company hereby represents and warrants to Investor as follows:
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          **Section 3.1.****Corporate Organization****.**The Company is duly organized, validly existing and ingood standing under the laws of the State of Maryland and has all requisite corporate power to ownits properties and assets and to conduct its business as now conducted.          **Section 3.2.****Authorization and Validity of Agreement****.**The Company has the requisite corporatepower and authority to execute, deliver and perform its obligations under this Agreement and toconsummate the transactions contemplated hereby. The execution and delivery of this Agreement bythe Company and the performance by the Company of its obligations hereunder and the consummation ofthe transactions contemplated hereby have been duly authorized by the Board and all other necessarycorporate action on the part of the Company, and no other corporate proceedings on the part of theCompany are necessary to authorize this Agreement and the transactions contemplated hereby. ThisAgreement has been duly and validly executed and delivered by the Company and, assuming dueexecution and delivery by Investor, constitutes a legal, valid and binding obligation of theCompany, enforceable against it in accordance with its terms.          **Section 3.3.****No Conflict or Violation****.**The execution, delivery and performance by the Companyof this Agreement does not and will not (i) violate or conflict with any provision of the articlesof incorporation or bylaws of the Company (in each case, as amended and in effect on the datehereof), (ii) violate any provision of law, or any order, judgment or decree of any governmentalentity, or (iii) violate or result in a breach of or constitute (with due notice or lapse of timeor both) a default under any contract, agreement or instrument to which the Company or any of itssubsidiaries is a party or by which any of them is bound or to which any of their respectiveproperties or assets is subject.**ARTICLE IV.****ADDITIONAL AGREEMENTS**          **Section 4.1.****Term**. This Agreement shall be effective as of the date hereof and shall continuein force and effect until the expiration of the Designation Period, at which time this Agreementshall be of no further force or effect except as otherwise provided herein.          **Section 4.2.****Notices**. All notices, requests, claims, demands and other communications requiredor permitted hereunder shall be in writing and shall be given (and shall be deemed to have beenduly received if so given) by facsimile, hand delivery, mail (registered or certified mail, postageprepaid, return receipt requested) or any courier service, in each case providing reasonable proofof delivery. All communications hereunder shall be delivered to the respective parties at thefollowing addresses and facsimile numbers:          if to Investor:Lubar Capital, LLC