Each member of Carlson Capital jointly represents and warrants that, as of the date of this Agreement: (a) Carlson Capital, together with all of the Carlson Capital Affiliates, collectively Beneficially Own an aggregate of 2,287,521 Common Shares; and (b) Carlson Capital has not provided or agreed to provide, and will not provide, any compensation in cash or otherwise to any New Director, solely, in his capacity as a director or director nominee of the Company in connection with such New Director’s nomination and appointment to, or service on, the Board.