Common use of Board Observer Clause in Contracts

Board Observer. From the date hereof until the earlier to occur of (i) the date on which all outstanding Obligations (other than unasserted contingent indemnification Obligations) have been paid in full and the Commitments are irrevocably terminated hereunder, or (ii) the date on which neither Beyond nor any of its Affiliates is a Lender or Agent hereunder, the Loan Parties shall cause Beyond to have the right to appoint one (1) individual as a non-voting observer to the board of managers of Parent (the “Board” and such observer, the “Board Observer”), and shall cause the Board Observer to be entitled to attend meetings of the Board and any committee of the Board and to receive all information provided to the members of the Board or its committees (including minutes of previous meetings of the Board or such committees); provided, that (i) the Board Observer shall not be entitled to vote on any matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees; and (ii) the Board may withhold information or materials from the Board Observer and exclude the Board Observer from any meeting or portion thereof (x) if (as reasonably determined by the Board) access to such information or materials or attendance at such meeting would (A) adversely affect the attorney-client or work product privilege between the Parent and its counsel or (B) result in a conflict of interest or is otherwise required to avoid any disclosure that is restricted by any agreement with another Person or (y) (A) when any Agent, any Lender, the Loan Documents or the Obligations are the subject matter under discussion or (B) when such board materials or discussion relate directly to any Loan Party’s relationship, contractual or otherwise, with Beyond or any of its Affiliates, any Agent or the Lenders or any actual or potential transactions between or involving any Loan Party and Beyond or any of its Affiliates, any Agent or the Lenders. For the avoidance of doubt, the Board Observer (x) shall not constitute a manager and/or member of a Board committee and (y) shall not be entitled to any rights other than those provided by this Section 6.20.

Board Observer. From the date hereof until the earlier SatixFy shall permit one observer designated by MDA from time to occur of time by written notice to SatixFy (i) the date together with any substitute individual that may designated to attend on which all outstanding Obligations (other than unasserted contingent indemnification Obligations) have been paid in full and the Commitments are irrevocably terminated hereunder, or (ii) the date on which neither Beyond nor any of its Affiliates is a Lender or Agent hereunder, the Loan Parties shall cause Beyond to have the right to appoint one (1) individual as a non-voting observer to the board of managers of Parent (the “Board” and such observer’s behalf, the “Board Observer”) to attend any regular meetings of the Board (or any relevant committees thereof) (each such meeting, a “BOD Meeting”) by telephone, video conference or, if held in person, in person, in each case at the election of the Board Observer, it being acknowledged that whether any particular BOD Meeting is via telephone, video conference or in person shall determined by SatixFy subject to its articles of association . The Board Observer shall not be a member of the Board and shall not be entitled to vote on matters presented to or discussed by the Board (or any relevant committee thereof), . The Board Observer shall execute and deliver to SatixFy a confidentiality agreement in the form attached hereto as Exhibit A (the “Observer NDA”). MDA shall cause the Board Observer to comply with all relevant SatixFy internal policies and procedures, as in effect from time to time, including with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and conduct. MDA will not, and will cause the Board Observer not to, take any action relating to the securities of SatixFy which would constitute or could reasonably be entitled expected to attend meetings constitute ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, market manipulation or any other violation of applicable Law. MDA shall promptly notify SatixFy in writing of any known breach or threatened breach of this Agreement of which MDA becomes aware, including any known misuse or misappropriation of any Confidential Information by the Board Observer. SatixFy shall provide MDA and the Board Observer with written notice of the time and place of any BOD Meeting and all proposed actions to be taken by the Board and (or any relevant committee thereof) as if the Board Observer were a member of the Board. The Board and Observer shall have the right to receive all information provided to the members of the Board or its committees any similar group performing an executive oversight or similar function (or any relevant committee thereof) as if the Board Observer was such a member, including any agendas, resolutions or other materials, in anticipation of, or at, such meeting (regular or special and whether telephonic, by video conference or otherwise), in addition to copies of the records of the proceedings or minutes of previous meetings such meeting, when provided to such members, and the Board Observer shall keep such materials and information confidential in accordance with the Board Observer NDA. The Board Observer may report and disclose to MDA any and all information received or observed by the Board Observer in the Board Observer’s capacity as such; provided that, MDA shall treat such information and materials as “Confidential Information” as such term is defined under the Non-Disclosure Agreement dated March 26, 2023 between MDA and SatixFy (the “MDA NDA”) and not disclose to any Person any portion of such information and/or materials other than in accordance with the terms of the MDA NDA. SatixFy shall reimburse MDA or the Board Observer, as applicable, for all reasonable out-of-pocket costs and expenses incurred by the Board Observer in connection with the Board Observer’s participation in any such BOD Meeting (including, for certainty, reasonable lodging and travel expenses) and on a basis that is at least as favourable as SatixFy’s management expense and travel policies in effect at the relevant time. Notwithstanding the foregoing, SatixFy may exclude Board Observer from access to any information, material or such committees); provided, that meeting or portion thereof if: (i) the Board Observer shall not be entitled concludes in good faith, upon advice of SatixFy’s legal counsel, that such exclusion is necessary to vote on any matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees; and (ii) the Board may withhold information or materials from the Board Observer and exclude the Board Observer from any meeting or portion thereof (x) if (as reasonably determined by the Board) access to such information or materials or attendance at such meeting would (A) adversely affect preserve the attorney-client or work product privilege between the Parent SatixFy or any of its Affiliates and its counsel legal counsel; or (Bii) result in such portion of a meeting is an executive session limited solely to independent director members of the Board, independent auditors and/or legal counsel, as the Board may designate and such limitation is reasonably necessary with respect to the applicable matters, (iii) such exclusion is necessary to avoid a conflict of interest or is otherwise required to avoid any disclosure that is restricted by any agreement with another Person or (y) (A) when any Agent, any Lender, the Loan Documents or the Obligations are the subject matter under discussion or (B) when such board materials or discussion relate directly to any Loan Party’s relationship, contractual or otherwise, with Beyond or between SatixFy and/or any of its Affiliates, any Agent or Affiliates on the Lenders or any actual or potential transactions between or involving any Loan Party one hand and Beyond or MDA and/or any of its AffiliatesAffiliates on the other, any Agent or the Lenders. For the avoidance of doubt, (iv) the Board Observer (x) shall not constitute a manager and/or member concludes in good faith, upon advice of a Board committee and (y) shall not be entitled SatixFy’s legal counsel, that such exclusion is necessary in order for SatixFy to any rights other than those provided by this Section 6.20comply with applicable Law.

Board Observer. From During the date hereof until period commencing on the Closing and ending on the earlier to occur of (i) the date on which all outstanding Obligations occurrence of a Change of Control (other than unasserted contingent indemnification Obligationsas defined below) have been paid in full and the Commitments are irrevocably terminated hereunder, or (ii) the date on that Boehringer Ingelheim International GmbH (together with its Affiliates, “BI”) holds less than 10% of the Company’s Common Stock (which neither Beyond nor shall be calculated by including in the amount of Common Stock held by BI any Warrant Shares issuable upon exercise of its Affiliates is a Lender or Agent hereunderany portion of the Pre-Funded Warrant issued to BI and not yet exercised by BI), the Loan Parties then BI shall cause Beyond to have the right to appoint designate one (1) individual as natural person, reasonably acceptable to the Company, to be present and participate in a non-voting voting, observer to capacity at all meetings of the board of managers directors of Parent the Company or any committee thereof, including any telephonic or electronic meetings (the “Board” and such observerindividual, the “Board Observer”), and shall cause the Board Observer to be entitled to attend meetings of the Board and any committee of the Board and to receive all information provided to the members of the Board or its committees (including minutes of previous meetings of the Board or such committees); provided, for the avoidance of doubt, that in no event shall the Board Observer: (i) be deemed to be a member of the Board Observer shall not be entitled board of directors or any committee thereof or (ii) have the right to vote on on, consent to or veto any matter submitted matter, motion or resolution presented to the Board board of directors or any of its committees nor to committee thereof or propose or offer any motions or resolutions to the Board board of directors or any committee thereof. Any materials that are sent by the Company to the members of the board of directors in their capacity as such committees; and (ii) the Board may withhold information or materials from shall be sent to the Board Observer substantially simultaneously by means reasonably designed to ensure timely receipt by the Board Observer, and the Company will give the Board Observer notice of such meetings, by the same means as such notices are delivered to the members of the board of directors and at the same time as notice is provided or delivered to the board of directors; provided, that the Board Observer agrees to be subject to the Company’s Code of Ethics and Business Conduct and other policies and procedures to the same extent as a member of the board of directors, to hold in confidence and trust, to act in a fiduciary manner with respect to and not to disclose any information provided to or learned by them acting in such capacity, whether in connection with the Board Observer’s attendance at meetings of the board of directors or any committee thereof, in connection with the receipt of materials delivered to the board of directors or any committee thereof or otherwise. Notwithstanding the provisions of this Section 4.6, the Company reserves the right to exclude the Board Observer from any meeting of the board of directors, or a portion thereof thereof, and to redact portions of any materials delivered to the Board Observer, where and to the extent that the Company reasonably believes that (xi) if (as reasonably determined by the Board) access to withholding such information or materials or attendance at excluding the Board Observer from attending such meeting would (A) adversely affect of the board of directors, or a portion thereof, is reasonably necessary to preserve attorney-client or client, work product or similar privilege between the Parent Company, its board of directors or any committee thereof, on the one hand, and its counsel counsel, on the other, with respect to any matter; (ii) withholding such information or excluding the Board Observer from attending such meeting of the board of directors, or a portion thereof, is reasonably necessary to protect trade secrets or to comply with the terms and conditions of confidentiality agreements between the Company and any third parties; (Biii) result in a conflict of interest or is otherwise required to avoid any disclosure that is restricted by any agreement with another Person or (y) (A) when any Agent, any Lender, the Loan Documents or the Obligations are the subject matter under discussion or (B) when such board materials or discussion relate any meeting of the board of directors or committee thereof relates directly to any Loan Partythe Company’s relationship, contractual or otherwise, with Beyond BI, or any (iv) because the board of its Affiliatesdirectors of the Company has determined in good faith that there exists, any Agent with respect to the subject of such deliberation or the Lenders or any such information, an actual or potential transactions conflict of interest between or involving any Loan Party BI and Beyond or any the Company. The Board Observer shall use the same degree of its Affiliatescare to protect the Company’s confidential and proprietary information as BI uses to protect confidential and proprietary information of like nature, any Agent or but in no circumstances with less than reasonable care. Notwithstanding the Lendersforegoing, BI’s right to designate the Board Observer shall be suspended for so as long as the Board Observer serves as a director on the board of directors of the Company. For the avoidance of doubt, the Board Observer (x) shall not constitute a manager and/or member of a Board committee and (y) shall not be entitled to compensated by the Company in such capacity but may be eligible for reimbursement for reasonable and documented out-of-pocket expenses in accordance with any rights other than those provided applicable policy of the Company then in effect, provided, however, that the Board Observer has not been otherwise reimbursed by this Section 6.20BI for any such expenses.

Board Observer. From the date hereof until the earlier to occur Each Loan Party shall give Lenders notice of (i) in the date on which all outstanding Obligations (other than unasserted contingent indemnification Obligations) have been paid in full same manner as notice is given to directors), and the Commitments are irrevocably terminated hereunder, or (ii) the date on which neither Beyond nor any of its Affiliates is a Lender or permit two persons designated by Administrative Agent hereunder, the Loan Parties shall cause Beyond to have the right to appoint one (1) individual attend as a non-voting observer to the board of managers of Parent (the “Board” and each such observer, the an “Board Observer”), all meetings of its Board of Directors and all executive and other committee meetings of its Board of Directors and shall cause provide to Lenders the Board Observer to be entitled to attend meetings of same information concerning the Board Loan Parties and any committee of the Board their Subsidiaries, and to receive all information access thereto, provided to the members of the Board or its committees (including minutes Loan Parties’ respective Boards of previous meetings of the Board or Directors and such committees, as applicable (the “Board Materials”). The reasonable travel expenses incurred by any Observer in attending any board or committee meetings shall be reimbursed by the Loan Parties; provided, that (i) the no Loan Party will be required to permit any Observer to attend, as an observer, any meeting of its Board Observer shall not be entitled to vote on any matter submitted to the Board of Directors or any of its committees nor committee thereof or provide any Board Materials to offer any motions or resolutions Observer, unless such Observer has executed a confidentiality agreement (which confidentiality agreement shall contain provisions relating to the Board or restrictions on trading securities based on material nonpublic information) satisfactory to Administrative Agent and such committees; and (ii) the Board Loan Party in their respective reasonable determinations. The Observers may withhold information or materials from the Board Observer and exclude the Board Observer be excluded from any meeting (or portion thereof thereof) or denied access to any Board Materials (xor portion thereof) if and to the extent (as reasonably determined by the Boarda) access to such information or materials attendance at such meeting or portion thereof would adversely affect any attorney-client privilege, (b) access to such information or attendance at such meeting would (A) adversely affect the attorney-client or work product privilege between the Parent and its counsel or (B) portion thereof could reasonably be expected to result in disclosure of trade secrets or a conflict of interest or is otherwise required to avoid any disclosure that is restricted by any agreement with another Person interest, or (yc) (A) when any Agent, any Lender, of the Lenders or the Loan Documents or the Obligations are the subject matter of such information or are under discussion at such meeting. All information provided to or (B) when such board materials obtained by an Observer or discussion relate directly to any Loan Party’s relationship, contractual or otherwise, Lender in connection with Beyond or any of its Affiliates, any Agent or the Lenders or any actual or potential transactions between or involving any Loan Party and Beyond or any of its Affiliates, any Agent or the Lenders. For the avoidance of doubt, the Board Observer (x) shall not constitute a manager and/or member of a Board committee and (y) shall not be entitled to any rights other than those provided by granted under this Section 6.206.20 shall be deemed to be Information and subject to the provisions of Section 10.15; provided that such information is clearly identified at the time of delivery as confidential.

Board Observer. From (a) Effective immediately upon the date hereof until execution and delivery of this Agreement, and as requested by the earlier to occur of (i) the date on which all outstanding Obligations (other than unasserted contingent indemnification Obligations) have been paid in full and the Commitments are irrevocably terminated hereunder, or (ii) the date on which neither Beyond nor any of its Affiliates is a Lender or Agent hereunderInvestor Group, the Loan Parties Company’s Board of Directors (the “Board”) and any applicable committees of the Board shall cause Beyond take all actions necessary to have the right invite and appoint ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to appoint one (1) individual serve as a non-voting observer to the board of managers of Parent Board (the “Board” and such observer, the “Board Observer”). The Board Observer shall be entitled to attend, participate in discussions, and provide input at any portion of Board meetings and meetings of any Board committee (including via telephone, videoconference, or other electronic medium) at which business operations, financial results, capital allocation, investor communications, shareholder value enhancement initiatives, strategic transactions, acquisitions, dispositions and/or any other material corporate transactions are discussed (any of the foregoing topics, an “Approved Topic,” and all such topics collectively, the “Approved Topics”), in a non-voting observer capacity and, in this respect, shall cause (except to the extent that the Board Observer has been excluded therefrom pursuant to clause (d) below) receive copies of the applicable portion of such notices, minutes, consents, and other materials and information relating to an Approved Topic or the Approved Topics (the “Relevant Materials and Information”) that the Company provides to the directors on the applicable committees and/or the Board at the same time and in the same manner as provided to such directors. (b) In no event shall the Board Observer: (i) be deemed to be entitled to attend meetings of the Board and any committee of the Board and to receive all information provided to the members a member of the Board or its committees any committee; (including minutes ii) be counted for purposes of previous meetings of voting, quorum, or any other reason; (iii) have the Board or such committees); provided, that (i) the Board Observer shall not be entitled right to vote on any matter submitted under consideration by the Board or any committee or otherwise have any power to cause the Company to take, or not to take, any action; or (iv) except as expressly set forth in this Agreement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Company or its shareholders or any duties (fiduciary or otherwise) otherwise applicable to the directors of the Company. (c) If a meeting of the Board or any of its the committees nor relating to offer any motions an Approved Topic is conducted via telephone, videoconference, or resolutions to the Board or such committees; and (ii) the Board may withhold information or materials from other electronic medium, the Board Observer may attend the portion of such meeting at which an Approved Topic is to be discussed via the same medium; provided, however, that it shall be a material breach of this Agreement by the Board Observer to provide any other person access to such meeting without the Company’s express prior written consent. (d) The Company reserves the right to withhold any information and to exclude the Board Observer from any meeting or portion thereof of the Board or any committee thereof (xi) where an Approved Topic is not intended to be discussed, (ii) if (as reasonably determined by the Board) access to such information or materials or attendance at such meeting would (A) could adversely affect the attorney-client or work product privilege between the Parent Company and its counsel counsel, violate any agreement between the Company and a third-party, violate any applicable law or (B) regulation, or result in the disclosure of trade secrets or a conflict of interest or is otherwise required to avoid interest, if any disclosure that is restricted by any agreement with another Person or (y) (A) when any Agent, any LenderInvestor, the Loan Documents or the Obligations are the subject matter under discussion or (B) when such board materials or discussion relate directly to any Loan Party’s relationshipBoard Observer, contractual or otherwise, with Beyond or any of its Affiliatestheir respective Affiliates is or becomes a competitor of the Company, or (iii) if such meeting or portion thereof is an executive session of the Board; provided, however, that no binding actions are taken or submitted to the Board with respect to an Approved Topic at any Agent such executive sessions under this clause (iii). (e) The Board Observer may be replaced or removed (with or without cause) from time to time and at any time by the Lenders Investor Group upon written notice to the Company; provided, however, that any replacement Board Observer shall be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld, conditioned, or any actual delayed). (f) The covenants set forth in this Section 1 shall terminate and be of no further force or potential transactions between effect immediately on the earliest of (i) the expiration of the Standstill Period, (ii) the date at which the Investor Group no longer owns at least five percent (5%) of the issued and outstanding shares of Common Stock, or involving any Loan Party and Beyond or any (iii) the date at which the Investor Group provides written notice to the Company of its Affiliates, any Agent or the Lenders. For the avoidance voluntary termination of doubt, the Board Observer (x) shall not constitute a manager and/or member of its right to appoint a Board committee and (y) shall not be entitled to any rights other than those provided by this Section 6.20Observer.

Board Observer. From Promptly following the date hereof until of this Agreement, Seller shall take all actions reasonably necessary to cause a representative (the earlier “Board Observer”) designated by Purchaser to occur of be appointed as an Observer (i) as defined in the date on which all outstanding Obligations (other than unasserted contingent indemnification Obligations) have been paid in full and the Commitments are irrevocably terminated hereunderExisting Stockholders Agreement), or (ii) the date on which neither Beyond nor any of its Affiliates is a Lender or Agent hereunder, the Loan Parties shall cause Beyond to have the right to appoint one (1) individual attend, strictly as a non-voting observer to the board of managers of Parent (the “Board” and such an observer, all meetings of the “Company Board Observer”), (or any committees thereof) and to otherwise be granted the rights of an Observer under the Existing Stockholders Agreement. The Company consents to such appointment and shall cause provide the Board Observer to be entitled to attend with prior notice of all meetings of of, and all information delivered to, the Company Board and or any committee of thereof at substantially the Board and to receive all same time such notice or information is provided to the members of the Board Company Board, including all consents, minutes and other materials, financial or its committees (including minutes of previous meetings of otherwise, which are provided to the Board or such committees)Company Board; provided, that (i) the Board Observer shall not be entitled Company reserves the right to vote on withhold any matter submitted information and to the Board or any of its committees nor to offer any motions or resolutions to the Board or exclude such committees; and (ii) the Board may withhold information or materials from the Board Observer and exclude the Board Observer from any portion of any meeting or portion thereof (x) if (as reasonably determined by the Board) access to such information or materials or attendance at such meeting would portion could reasonably be expected to (Aa) adversely affect the attorney-client privilege or work product privilege between protection, (b) violate any Law, (c) violate the Parent and terms of any confidentiality agreement or other Contract with a third party (provided that the Company shall use its counsel commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure, but in no event shall the Company be obligated to pay any amount of money to any Person to obtain the required consent of such third party to such access or disclosure), or (Bd) result in a conflict disclosure of interest or is otherwise required to avoid any disclosure that is restricted by any agreement with another Person or competitively sensitive information of the Company and (yii) (A) when any Agent, any Lender, the Loan Documents or the Obligations are the subject matter under discussion or (B) when such board materials or discussion relate directly to any Loan Party’s relationship, contractual or otherwise, with Beyond or any of its Affiliates, any Agent or the Lenders or any actual or potential transactions between or involving any Loan Party and Beyond or any of its Affiliates, any Agent or the Lenders. For the avoidance of doubt, the Board Observer (x) shall not constitute a manager and/or member of a Board committee and (y) shall will not be entitled able to attend any rights meetings (or portions thereof) or obtain any information regarding this Agreement, the Share Purchase or the other than those provided transactions contemplated by this Agreement. Prior to Closing, the Company and Purchaser shall enter into a mutually agreeable confidentiality agreement and all information provided to or obtained by the Board Observer in its capacity as such or otherwise pursuant to this Section 6.206.07 shall be subject to such confidentiality agreement.

Board Observer. From (a) For so long as the date hereof until Preferred Stock and Converted Common Stock represent more than 2.0% of the earlier outstanding Common Stock of the Company determined on the basis that all convertible or exchangeable securities (including the Preferred Stock) shall be deemed to occur of (i) the date on which all outstanding Obligations (other than unasserted contingent indemnification Obligations) have been paid in full and the Commitments are irrevocably terminated hereunder, or (ii) the date on which neither Beyond nor any of its Affiliates is a Lender or Agent hereunderbe converted and/or exchanged, the Loan Parties Investor shall cause Beyond to have the right to appoint one designate an individual who will be an observer (1) individual as who will be a non-voting observer to representative of either the board of managers of Parent (the “Board” and such observer, the “Board Observer”Investor or LAIF), and shall cause be entitled to be present, at each meeting of the Board and each committee of the Board (the "Board Observer"). (b) The Board Observer will have the right to attend each meeting of the Board and to attend each meeting of each committee of the Board. Any such attendance may be by teleconference. No meeting of the Board or any committee thereof may be conducted by teleconference if all participants therein cannot hear all other participants. The Company shall provide the Board Observer to be entitled to attend with (i) copies of all actions taken by written consent of the Board and/or any committee thereof promptly after the execution thereof and copies of all minutes of meetings of the Board and/or any committee thereof or the stockholders promptly after they are prepared, (ii) simultaneously with any distribution to directors of the Company or any members of any committee of the Board, copies of all materials that are distributed to such directors or members (including requests for actions by written consent) and (iii) to the extent possible using its best efforts, written notice at least one week prior to any meeting of the Board or any committee of the Board and that such Board Observer is entitled to attend, provided, HOWEVER, that, in any case, the Board Observer shall receive all information provided to the members notice of any meeting of the Board or any committee of the Board that such Board Observer is entitled to attend no later than any director of the Company. The Investor shall, and shall use its committees reasonable best efforts to cause the Board Observer and LAIF to, hold in confidence (including minutes unless compelled to disclose by judicial or administrative process or by other requirements of previous meetings law) all confidential documents and information concerning the Company received by the Board Observer in his or her capacity as such and reported to the Investor and LAIF. The Investor shall, and shall use its reasonable best efforts to cause the Board Observer and LAIF to, refrain from using any information concerning the Company received by the Board Observer in his or her capacity as such and reported to the Investor and LAIF for any purpose other than the evaluation of any investment in the Company. (c) The Company shall reimburse the Board Observer for all out-of-pocket expenses incurred in connection with or relating to any meeting of the Board or such committees); provided, that (i) the Board Observer shall not be entitled to vote on any matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees; and (ii) the Board may withhold information or materials from the Board Observer and exclude the Board Observer from any meeting or portion thereof (x) if (as reasonably determined by the Board) access to such information or materials or attendance at such meeting would (A) adversely affect the attorney-client or work product privilege between the Parent and its counsel or (B) result in a conflict of interest or is otherwise required to avoid any disclosure that is restricted by any agreement with another Person or (y) (A) when any Agent, any Lender, the Loan Documents or the Obligations are the subject matter under discussion or (B) when such board materials or discussion relate directly to any Loan Party’s relationship, contractual or otherwise, with Beyond or any of its Affiliates, any Agent or the Lenders or any actual or potential transactions between or involving any Loan Party and Beyond or any of its Affiliates, any Agent or the Lenders. For the avoidance of doubt, the Board Observer (x) shall not constitute a manager and/or member of a Board committee and (y) shall not be entitled to any rights other than those provided by this Section 6.20thereof.

Board Observer. From and after the date hereof until the earlier to occur of (i) the date on which all outstanding Obligations (other than unasserted contingent indemnification Obligations) have been paid in full and the Commitments are irrevocably terminated hereunder, or (ii) the date on which neither Beyond nor any of its Affiliates is a Lender or Agent hereunderClosing, the Loan Parties Investor shall cause Beyond to have the right (but not the obligation) to appoint designate one (1) individual reasonably acceptable to the Company as a non-voting an observer to the board of managers of Parent Company’s Board (the “Board” and such observer, the “Board Observer”). The Board Observer and the Company shall enter into a customary board observer agreement providing for the treatment of confidential information and other terms reasonably acceptable to the Company, and shall cause the Board Observer and the Investor. The Company shall provide an initial proposed draft of such board observer agreement as promptly as practicable after the date hereof. The Board Observer may, at his or her option, attend any or all meetings of the Company’s Board (or any portion thereof) in a nonvoting observer capacity and, in this respect, the Company shall give the Board Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors, except that the Board Observer may be excluded from access to any material, meeting or portion thereof (a) if the Company reasonably believes that such exclusion is reasonably necessary to preserve the attorney-client privilege between the Company and its counsel, (b) if such materials or discussions relate to the business or contractual relationship with Investor or its Affiliates or would reasonably be expected to impair the Company’s ability to enforce its rights under the Transaction Documents or any other agreements entered into pursuant to the Transaction Documents (provided, that this clause (b) is not intended to, and will not, exclude the Board Observer from discussions or materials regarding the development activities undertaken pursuant to the Option Agreement), (c) to avoid a bona fide conflict of interest between the Company and the Board Observer or the Investor, (d) if such materials or discussions would result in the disclosure of trade secrets to the Board Observer (other than trade secrets for which Investor would otherwise have access to in connection with the transactions contemplated by the Option Agreement), or (e) if such materials or discussions relate to a potential or actual transaction involving a Change of Control of the Company with the Investor or a third party. The Board Observer shall not have voting rights or fiduciary obligations to the Company or its stockholders, or be entitled to attend meetings receive any compensation or reimbursement of expenses in his or her capacity as Board Observer. The right for Investor to designate a Board Observer will terminate upon the earliest to occur of (a) the consummation of a Change of Control of the Board and any committee Company pursuant to clauses (a) or (b) of the Board definition thereof and to receive all information provided to (b) the members later of the Board or its committees (including minutes of previous meetings of the Board or such committees); provided, that (i) the Board Observer shall not be entitled to vote on any matter submitted to end of the Board or any of its committees nor to offer any motions or resolutions to Option Tail Period under the Board or such committees; Option Agreement, and (ii) the Board may withhold information or materials from the Board Observer and exclude the Board Observer from any meeting or portion thereof (x) if (as reasonably determined by the Board) access to such information or materials or attendance at such meeting would first date on which (A) adversely affect the attorney-client or work product privilege between the Parent Investor and its counsel Affiliates beneficially own less than [***]% of the Company’s outstanding shares of Company Common Stock for a period of [***] or (B) result the Investor no longer holds at least [***]% of that number of Shares purchased in a conflict of interest that Qualified Transaction (appropriately adjusted from time to time for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or is otherwise required to avoid any disclosure that is restricted by any agreement with another Person other similar transaction). Investor may remove or (y) (A) when any Agent, any Lender, the Loan Documents or the Obligations are the subject matter under discussion or (B) when such board materials or discussion relate directly to any Loan Party’s relationship, contractual or otherwise, with Beyond or any of its Affiliates, any Agent or the Lenders or any actual or potential transactions between or involving any Loan Party and Beyond or any of its Affiliates, any Agent or the Lenders. For the avoidance of doubt, replace the Board Observer (x) shall at any time upon advance written notice to the Company; provided, that such replacement Board Observer is reasonably acceptable to the Company and such replacement Board Observer agrees to hold in confidence and not constitute a manager and/or member use any information so provided pursuant to the terms of a board observer agreement in the same form or substantially similar form entered into by the prior Board committee and (y) shall not Observer to be entitled to any rights other than those provided executed by this Section 6.20such replacement Board Observer.

Board Observer. From For so long as any Balance remains outstanding, Borrower shall ensure that the date hereof until the earlier to occur of Lender Designee (i) is invited and permitted to attend (for the date on which purpose of observing in a non-voting capacity) all outstanding Obligations meetings of the board of directors of Borrower and its committees and (ii) receives all notices, information and other than unasserted contingent indemnification Obligations) have been paid materials provided to Bor▇▇▇▇▇’▇ directors or other committee members in full connection with such meetings at the same time and in the Commitments are irrevocably terminated hereundersame manner as provided to such directors or committee members. Notwithstanding the foregoing, Borrower may, by giving prior or concurrent written notice to Lender, exclude the Lender Designee from attending any meeting of the board of directors and its committees, or relevant portion thereof, and/or from receiving any such notices, information and other materials provided to Borrower’s directors and committee members (as applicable), if and to the extent that, in the reasonable opinion of Bor▇▇▇▇▇ ▇▇d Bor▇▇▇▇▇’▇ counsel (i) such attendance or receipt of such information or materials would jeopardize or infringe any attorney-client privilege, attorney work product or other similar privilege or protection belonging to Borrower, (ii) the date on which neither Beyond nor any topic of its Affiliates is a Lender or Agent hereunder, the Loan Parties shall cause Beyond to have the right to appoint one (1) individual as a non-voting observer to the board of managers of Parent (the “Board” and such observer, the “Board Observer”), and shall cause the Board Observer to be entitled to attend meetings of the Board and any committee of the Board and to receive all information provided to the members of the Board or its committees (including minutes of previous meetings of the Board or such committees); provided, that (i) the Board Observer shall not be entitled to vote on any matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees; and (ii) the Board may withhold information or materials from the Board Observer and exclude the Board Observer from any meeting or portion thereof (x) if (as reasonably determined by the Board) access to content of such information or materials (or, in each case, relevant portion thereof) relates to a matter in which the interests of Lender and Borrower are in conflict with each other (including, without limitation, with respect to any actual, threatened or attendance at such meeting would (A) adversely affect potential dispute between Len▇▇▇ ▇▇d Borrower arising under or relating to the attorney-client or work product privilege between the Parent and its counsel or (B) result in a conflict of interest or is otherwise required to avoid any disclosure that is restricted by any agreement with another Person or (y) (A) when any Agent, any Lender, the Loan Note Documents or the Obligations are the subject matter under discussion Definitive Agreements); or (Biii) when permitting such board attendance or disclosure of information or materials or discussion relate directly would breach Borrower’s duty of confidentiality to any Loan Party’s relationshipother Person, contractual or otherwiseprovided that such duty was not undertaken for the purpose of excluding the Lender Designee and that, with Beyond or if requested by Len▇▇▇ ▇▇ writing for a legitimate business purpose, Borrower takes commercially reasonable efforts to seek a waiver of such duty (such efforts not to require Borrower to pay any of its Affiliates, any Agent or amount to the Lenders or any actual or potential transactions between or involving any Loan Party and Beyond or any of its Affiliates, any Agent or the Lenders. For the avoidance of doubt, the Board Observer (xPerson(s) shall not constitute a manager and/or member of a Board committee and (y) shall not be entitled to any rights other than those provided by this Section 6.20whom such duty is owed).

Board Observer. From The Company grants to the date hereof until Minority Stockholder the earlier right to occur designate a non-voting Observer (the “Observer”) to the Board of Directors of the Company (i) the date on which all outstanding Obligations (other than unasserted contingent indemnification Obligations) have been paid in full and the Commitments are irrevocably terminated hereunder, or (ii) the date on which neither Beyond nor any of its Affiliates is a Lender or Agent hereunder, the Loan Parties “Board”). The Observer shall cause Beyond to have the right to appoint one (1) individual as a non-voting observer to notice of and attendance at all meetings of the Board, the board of managers directors of Parent (the “Board” and such observer, the “Board Observer”), and shall cause the Board Observer to be entitled to attend meetings any subsidiary of the Board Company, and any committee of any of the Board and foregoing boards. The Observer shall be entitled to receive and have full access to all information and materials provided to any of the members of the Board or its committees (any member of the board of directors of any subsidiary of the Company in connection with any Board Meeting, at the same time as the Board receives such materials, including minutes of previous meetings of without limitation any materials distributed to the Board or such committees); providedthe board of directors of any subsidiary of the Company seeking their written consent in lieu of a meeting. The Minority Stockholder will designate the Observer by notice to the Company who shall be reasonably acceptable to the Company, that and the Company may change the Observer (subject to the approval of the Company not to be unreasonably withheld) at any time by notice to the Company. Neither the Minority Stockholder nor the Observer will receive any compensation from the Company for service as an Observer. Notwithstanding the foregoing, (i) the Board or any committee of it may restrict any Person’s attendance as an Observer shall at any meeting or portion of a meeting and will not be entitled required to vote on any matter submitted provide information or access to information with respect thereto, if the Board or any committee of its committees nor to offer any motions or resolutions it, makes a good faith determination, that such Person has a conflict of interest with respect to the Board subject matter of such portion of the meeting or that the attendance by such committees; Person at such portion of the meeting or the delivery of or provision of access to, such information would cause the Company to lose the benefit of protection in respect of what would otherwise be privileged communications, and (ii) the Board may withhold information or materials from failure of any Observer, if notice was given, to attend any meeting of the Board Observer and exclude or any committee of it shall not prevent any such meeting from proceeding or otherwise affect the Board Observer from any validity of such meeting or portion thereof (x) if (as reasonably determined by the Board) access to such information or materials or attendance any actions taken at such meeting would (A) adversely affect the attorney-client or work product privilege between the Parent and its counsel or (B) result in a conflict of interest or is otherwise required to avoid any disclosure that is restricted by any agreement with another Person or (y) (A) when any Agent, any Lender, the Loan Documents or the Obligations are the subject matter under discussion or (B) when such board materials or discussion relate directly to any Loan Party’s relationship, contractual or otherwise, with Beyond or any of its Affiliates, any Agent or the Lenders or any actual or potential transactions between or involving any Loan Party and Beyond or any of its Affiliates, any Agent or the Lenders. For the avoidance of doubt, the Board Observer (x) shall not constitute a manager and/or member of a Board committee and (y) shall not be entitled to any rights other than those provided by this Section 6.20meeting.

Board Observer. From the date hereof until the earlier EMC shall be entitled to occur of (i) the date on which all outstanding Obligations (other than unasserted contingent indemnification Obligations) have been paid in full and the Commitments are irrevocably terminated hereunder, or (ii) the date on which neither Beyond nor any of its Affiliates is a Lender or Agent hereunder, the Loan Parties shall cause Beyond to have the right to appoint designate one (1) individual as a non-voting observer to the board of managers of Parent (the “Board” and such observer, the “Board Observer”), and shall cause the Board Observer to be entitled "NON-VOTING OBSERVER") to attend (but not vote at) all meetings of the Board of Directors. The Non-Voting Observer shall have the same access to information concerning the business and any committee operations of the Company and at the same time as the directors of the Company, except for such information that the Company reasonably determines it cannot distribute for confidentiality reasons, and shall be entitled to ask questions of the Board and to receive all information provided to the members of the Board or its committees (including minutes of previous meetings of the Board or such committees); providedDirectors, that (i) the Board Observer but shall not be entitled to vote on or otherwise seek to influence the business decisions of the Board of Directors. Any other Purchaser that owns (together with its Affiliates) at least 750,000 Shares shall also have the same access to financial information of the Company at the same time as the directors of the Company, except for such information that the Company reasonably determines it cannot distribute for confidentiality reasons. The provision of any matter submitted such information to the Non-Voting Observer and any such Purchasers shall be subject to the receipt by the Company of a confidentiality agreement covering such information and reasonably acceptable to the Company and such Purchaser. If (1) the Company receives or solicits an expression of interest to purchase or sell (i) more than 50% of the voting stock of the Company or (ii) all or substantially all of the assets of the Company, or (2) there occurs a Material Adverse Effect, then the Company shall promptly notify EMC of such expression of interest or Material Adverse Effect, as the case may be, and EMC shall be entitled to designate for election to the Board or any of its committees nor Directors one director (the "EMC DIRECTOR"). The Company will, to offer any motions or resolutions the extent requested by EMC, take all action necessary for the EMC Director to be elected to the Board of Directors as soon as possible after such request by EMC. In connection with any annual meeting of stockholders of the Company at which the term of the EMC Director is to expire, the Company will take all necessary action to cause the EMC Director to be nominated and use its reasonable best efforts to cause the EMC Director to be elected to the Board of Directors. In the event a vacancy shall exist in the office of the EMC Director, EMC shall be entitled to designate a successor and the Board of Directors shall elect such successor and, in connection with the meeting of stockholders of the Company next following such election, nominate such successor for election as director by the stockholders and use its reasonable best efforts to cause the successor to be elected. EMC's right to nominate the EMC Director (if such right comes into existence after the date hereof) and the Non-Voting Observer and the Company's obligation (if such obligation comes into existence after the date hereof) to take any action to cause the EMC Director to be elected to the Board of Directors shall terminate as of the Initial Public Offering. In addition, the term of the EMC Director and all rights of the EMC Director and the Non-Voting Observer and any other Purchasers, including the rights to observe and have access to the books and records of the Company and other information as provided above, shall expire as of such time. Subject to any other agreement between the parties, EMC and any other Purchaser that receives information agrees that the information provided by the Company, officers, directors and employees pursuant to this Section 5(b) will be used solely for the purpose of evaluating such Purchaser's investment in the Shares, the Conversion Shares and the Warrant Shares, as applicable, and that such information will be kept strictly confidential by such Purchaser; PROVIDED that the foregoing obligation of such Purchaser shall not (a) relate to any information that (i) is or becomes generally available other than as a result of unauthorized disclosure by such committees; and Purchaser or by persons to whom such Purchaser has made such information available, (ii) is already in such Purchaser's possession, provided that such information is not subject to another confidentiality agreement with or other obligation of secrecy to the Board may withhold information Company or materials from the Board Observer and exclude the Board Observer from any meeting (iii) is or portion thereof (x) if (as reasonably determined by the Board) access becomes available to such information Purchaser on a non-confidential basis from a third party that is not, to such Purchaser's knowledge, bound by any other confidentiality agreement with the Company or materials or attendance at such meeting would (A) adversely affect the attorney-client or work product privilege between the Parent and its counsel subsidiaries, or (Bb) result in a conflict prohibit disclosure of interest or is otherwise any information if required to avoid any disclosure that is restricted by any agreement with another Person or (y) (A) when any Agent, any Lender, the Loan Documents Law or the Obligations are rules of any stock exchange. EMC and each other Purchaser hereby acknowledges that it is aware that the subject matter under discussion United States securities laws prohibit any person who has received from an issuer or (B) when any PURCHASE AGREEMENT Affiliate thereof any material, non-public information from purchasing or selling securities of such board materials issuer or discussion relate directly from communicating such information to any Loan Party’s relationship, contractual other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or otherwise, with Beyond or any of its Affiliates, any Agent or the Lenders or any actual or potential transactions between or involving any Loan Party and Beyond or any of its Affiliates, any Agent or the Lenders. For the avoidance of doubt, the Board Observer (x) shall not constitute a manager and/or member of a Board committee and (y) shall not be entitled to any rights other than those provided by this Section 6.20sell such securities.

Board Observer. From the date hereof until the earlier to occur of (i) the date on which all outstanding Obligations (other than unasserted contingent indemnification Obligations) have been paid in full and the Commitments are irrevocably terminated hereunder, or (ii) the date on which neither Beyond nor any of its Affiliates is a Lender or Agent hereunder, the Loan Parties DIRECTV shall cause Beyond to have the right to appoint one (1) individual as designate a non-voting observer (the "DIRECTV Observer") to the board Board, who shall be a Person reasonably acceptable to the Board, and who shall have the right to notice of managers and to attend all Board meetings. The Company shall provide to the DIRECTV Observer copies of Parent all materials and full access to the information and materials provided to any of the members of the Board (except where materials are provided only to a committee that was appointed by the “Board” and ) at the same time as the Board member(s) receive such observermaterials subject to the limitation set forth in Section 2.9(a) hereof. The foregoing rights shall be qualified by the following: (a) in the event that the matter being considered by the Board directly concerns a transaction with a domestic distributor of the Hallmark Channel, with a distributor outside of the United States where DIRECTV or an Affiliate has operations, or with an entity affiliated with DIRECTV, the “Board may exclude the DIRECTV Observer from such portion of the Board meeting dealing with such transaction and redact such information and materials from those provided to the DIRECTV Observer”. However, if the Company issues any equity (or enters into any agreement or arrangement to issue any equity, or issues any securities that upon conversion or exercise thereof shall entitle the holder or any of its Affiliates to receive equity (collectively, "Equity")) to any other distributor of the Hallmark Channel, the Company shall give DIRECTV written notice of such issuance not less than ten (10) business days prior to such issuance and include therein the amount of Equity to be issued, the obligations assumed by such distributor in exchange for the Equity, including, without limitation, any obligations that are similar to those set forth on Schedule 10.11 of the DIRECTV Agreement, the obligations of the Company and its Affiliates in connection with such Equity issuance, and the proportion of the value of such obligations to the value of the Equity issued to such other distributor; (b) DIRECTV shall be, and shall cause the Board DIRECTV Observer to be, obligated to hold in confidence any and all information received in any Board meeting or otherwise in the DIRECTV Observer's capacity as such, except to the extent that such information is publicly disclosed by the Company provided that the DIRECTV Observer shall be entitled to attend meetings report any and all information to DIRECTV; (c) DIRECTV shall not, and shall ensure that the DIRECTV Observer does not, use such information for any purpose other than for DIRECTV's analysis of the Board Company's financial condition and any committee operations and shall comply, and cause the DIRECTV Observer to comply, with all limitations of law, including securities laws, regarding the use of such information; and (d) the right of DIRECTV to nominate or designate the DIRECTV Observer pursuant to this Section 2.9, and all related obligations of the Board Company and to receive all information provided to each other Stockholder with respect thereto contained in this Section 2.9, shall terminate on the members of the Board or its committees (including minutes of previous meetings of the Board or such committees); provided, date that (i) the Board Observer shall not be entitled to vote on any matter submitted to the Board DIRECTV or any of its committees nor Affiliates ceases to offer any motions collectively beneficially own in the aggregate at least 75% of the shares of Company Common Stock set forth opposite DIRECTV's name on Appendix I (appropriately adjusted for stock splits, dividends, or resolutions to the Board in connection with a combination of shares, recapitalization, merger, consolidation or such committees; and (ii) the Board may withhold information or materials from the Board Observer and exclude the Board Observer from any meeting or portion thereof (x) if (as reasonably determined by the Board) access to such information or materials or attendance at such meeting would (A) adversely affect the attorney-client or work product privilege between the Parent and its counsel or (B) result in a conflict of interest or is otherwise required to avoid any disclosure that is restricted by any agreement with another Person or (y) (A) when any Agent, any Lender, the Loan Documents or the Obligations are the subject matter under discussion or (B) when such board materials or discussion relate directly to any Loan Party’s relationship, contractual or otherwise, with Beyond or any of its Affiliates, any Agent or the Lenders or any actual or potential transactions between or involving any Loan Party and Beyond or any of its Affiliates, any Agent or the Lenders. For the avoidance of doubt, the Board Observer (x) shall not constitute a manager and/or member of a Board committee and (y) shall not be entitled to any rights other than those provided by this Section 6.20reorganization).

Board Observer. From For so long so the date hereof until Principal Stockholder Group has the earlier right to occur of (i) designate one or more individuals for nomination to the date on which all outstanding Obligations (other than unasserted contingent indemnification Obligations) have been paid in full and the Commitments are irrevocably terminated hereunder, or (ii) the date on which neither Beyond nor any of its Affiliates is a Lender or Agent hereunderBoard, the Loan Parties Principal Stockholder Group shall cause Beyond to also have the right to appoint designate from time to time one person (1) individual as a non-voting observer to the board of managers of Parent (the “Board” and such observer, the “Board Observer”)) to (i) receive notice of, and shall cause the Board Observer to be entitled to attend meetings any other materials relating to, each meeting of the Board and any each meeting of each committee of the Board and to receive all information provided substantially concurrently with the provision thereof to the members of the Board or its committees (including minutes of previous meetings of the Board or such committees); providedcommittee, that (i) the Board Observer shall not be entitled to vote on any matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees; as applicable, and (ii) attend and participate as an observer in each meeting of the Board may withhold and meeting of each committee of the Board; provided that such Board Observer is permitted by applicable Law and provided further that such Board Observer agrees to maintain the confidentiality of all information or materials from and proceedings of the Board Observer to the same extent, and exclude subject to the Board Observer from any meeting or portion thereof (x) same exceptions, as provided in Section 3.4 in relation to Stockholders and Confidential Information and, if (as reasonably determined requested by the Board) access Company, to such information or materials or attendance at such meeting would (A) adversely affect the attorney-client or work product privilege between the Parent enter into a reasonable and its counsel or (B) result in a conflict of interest or is otherwise required to avoid any disclosure that is restricted by any agreement with another Person or (y) (A) when any Agent, any Lender, the Loan Documents or the Obligations are the subject matter under discussion or (B) when such board materials or discussion relate directly to any Loan Party’s relationship, contractual or otherwise, with Beyond or any of its Affiliates, any Agent or the Lenders or any actual or potential transactions between or involving any Loan Party and Beyond or any of its Affiliates, any Agent or the Lenderscustomary confidentiality agreement. For the avoidance of doubt, the Board Observer (x) shall not constitute a manager and/or member of a Board committee and (y) shall not be entitled a member of the Board or any committee of the Board, shall not have any right to vote at any meeting of the Board or any committee of the Board, shall not have any fiduciary duties to the Company or its stockholders as a result of his or her capacity or service as an observer as contemplated hereby. Notwithstanding any rights granted or provided to the Board Observer hereunder, (i) the Company reserves the right to exclude any Board Observer from access to any rights material or meeting or portion thereof if the Board reasonably determines, acting in good faith and on the advice of counsel, that such access would prevent the members of the Board from engaging in attorney-client privileged communication, and (ii) the Board Observer must notify the Board of any other than those provided by this Section 6.20conflicts of interest between the Board Observer or its Affiliates and the Company, and if such conflict of interest or the matters underlying such conflict of interest are to be discussed at a meeting of the Board, the Board reserves the right to exclude the Board Observer from access to any material or meeting or portion thereof, in each case to extent related to such conflict of interest or matters underlying such conflict of interest, and the Board Observer shall recuse himself from any discussions regarding the conflict of interest.