Common use of Board Observer Clause in Contracts

Board Observer. Until the earlier of (i) Investor no longer owning, (x) prior to consummation of an IPO, at least ten percent (10%) of the outstanding limited liability company interests of the Company (“GSRP Common Equity”) or (y) following consummation of an IPO, at least ten percent (10%) of the outstanding shares of common stock of GSRP Holdings (collectively, the “Equity Threshold”), and (ii) the consummation of a Sale, the Investor shall be entitled to designate one nonvoting board observer to the GSRP Board (the “Pre-IPO Board Observer”) until the consummation of an IPO, and after the consummation of an IPO one nonvoting board observer to the GSRP Holdings Board (together with Pre-IPO Board Observer, the “Board Observer”). The Board Observer must (1) enter into a board observer agreement in the form attached hereto as Exhibit A, (2) not be engaged in any activities that are competitive to the GSRP Entities (other than general investment activities by the Investor and its controlled affiliates in the ordinary course of its business) and (3) the service of such individual as a Board Observer shall not otherwise violate Applicable Law and the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listed. If the Board Observer resigns or is removed from GSRP Board or GSRP Holdings Board or is unable to serve as the Board Observer due to death or disability, and at such time the Investor continues to be entitled to designate a Board Observer, the Investor shall have the right to designate a successor who shall be appointed to the GSRP Board or GSRP Holdings Board, as applicable, as promptly as practicable following the designation thereof and shall be treated as the Board Observer for all purposes of this Letter Agreement. GSRP or GSRP Holdings, as applicable, shall (A) give the Board Observer notice of the applicable meeting or action taken by written consent at the same time and in the same manner as notice is given to the members of the GSRP Board or GSRP Holdings Board, as applicable, (B) provide the Board Observer with access to all materials and other information given to the members of the GSRP Board or GSRP Holdings Board, as applicable, in connection with such meetings or actions taken by written consent at the same time and in the same manner as such materials and information are furnished to members of the GSRP Board or GSRP Holdings Board, as applicable, and (C) provide the Board Observer with all rights to attend such meetings as a member of the GSRP Board or GSRP Holdings Board, as applicable. Notwithstanding the foregoing, the GSRP Board or GSRP Holdings Board may exclude the Board Observer from the relevant portion of any meeting (and from receiving information provided to other members of the GSRP Board or GSRP Holdings Board) to the extent such information or meeting relates to any conflicts of interest between the Investor, its affiliates or the Board Observer, on the one hand, and the GSRP Entities, on the other or would otherwise violate Applicable Law or the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listed.

Board Observer. Until (a) For so long as Durango has the earlier right to receive Deferred Consideration (as defined in the MIPA) and, upon issuance of the Deferred Consideration, until the date that Durango ceases to hold (i) Investor no longer owningat least 6,000,000 OpCo Units or 6,000,000 shares of Class C Common Stock (in each case, subject to appropriate adjustment in the event of any split, combination, reclassification, recapitalization or other similar event) or (xii) prior if such OpCo Units and shares of Class C Common Stock have been exchanged pursuant to consummation the terms of an IPOthe Third Amended and Restated Limited Partnership Agreement of Purchaser (as may be amended from time to time), at least ten percent (10%) 6,000,000 shares of Class A Common Stock, par value $0.0001 per share, of the outstanding limited liability company interests Parent (subject to appropriate adjustment in the event of the Company (“GSRP Common Equity”) any split, combination, reclassification, recapitalization or (y) following consummation of an IPO, at least ten percent (10%) of the outstanding shares of common stock of GSRP Holdings (collectively, the “Equity Threshold”other similar event), and Durango shall have the right to appoint one (ii1) the consummation of a Sale, the Investor shall be entitled to designate one nonvoting non-voting board observer to the GSRP Board (the “Pre-IPO Board Observer”) until the consummation of an IPO, and after the consummation of an IPO one nonvoting board observer to the GSRP Holdings Board (together with Pre-IPO Board Observer, the “Board Observer”) to the board of directors of the Parent (the “Board of Directors”). The Durango shall notify the Parent in writing of the name of any Board Observer must prior to designating such Board Observer. The Parent shall have the right to approve any Board Observer, provided that such approval shall not be unreasonably withheld, conditioned or delayed with respect to any Board Observer that, at the time of designation by Durango, such person is an employee of a MSEP Person (1) as defined in the MIPA), Durango or any of its affiliates. Any Board Observer appointed pursuant to this Agreement shall enter into a board observer agreement with confidentiality obligations in the form attached hereto as Exhibit A, (2) not be engaged in any activities that are competitive to the GSRP Entities (other than general investment activities by the Investor and its controlled affiliates in the ordinary course of its business) and (3) the service of such individual as a Board Observer shall not otherwise violate Applicable Law and the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listed. If the Board Observer resigns or is removed from GSRP Board or GSRP Holdings Board or is unable to serve as the Board Observer due to death or disability, and at such time the Investor continues to be entitled to designate a Board Observer, the Investor A. Durango shall have the right to designate remove and/or replace a successor who shall be appointed Board Observer at any time by providing written notice of such removal and/or replacement to the GSRP Board or GSRP Holdings Board, as applicable, as promptly as practicable following the designation thereof and Parent. In no event shall be treated as the Board Observer for all purposes (i) be deemed to be a member of the Board of Directors, (ii) without limitation of the obligations expressly set forth in this Letter Agreement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Parent, Purchaser or their respective equity holders, affiliates and representatives, or (iii) have the right to vote on, or consent to, any matters presented to the Board of Directors or propose or offer any motions or resolutions to the Board of Directors. GSRP or GSRP Holdings, as applicable, shall (A) give The presence of the Board Observer shall not be required for purposes of establishing a quorum at any meeting of the Board of Directors. (b) The Parent shall provide the Board Observer (i) notice of the applicable meeting or action taken by written consent at the same time and in the same manner as notice is given to the members of the GSRP Board or GSRP Holdings Board, as applicabledirectors, (Bii) provide the Board Observer with access to all materials and other information given to the members of the GSRP Board or GSRP Holdings Board, as applicable, directors in connection with such meetings or actions taken by written consent at the same time and in the same manner as such materials and information are furnished to members of the GSRP Board or GSRP Holdings Board, as applicabledirectors, and (Ciii) provide the Board Observer with all rights to attend such meetings as a member of the GSRP Board or GSRP Holdings Board, as applicableare provided to directors. Notwithstanding the foregoing, the GSRP Board or GSRP Holdings Board of Directors may exclude the Board Observer from the relevant portion of any meeting of the Board of Directors or any committee (and from receiving information provided to other members of the GSRP Board or GSRP Holdings Boarddirectors) to the extent such information or meeting involves a matter that creates, or otherwise relates to to, any conflicts of interest between the InvestorDurango, its affiliates or the Board Observer, on the one hand, and the GSRP Kinetik Entities, on the other hand, or that would otherwise violate Applicable Law applicable law (provided that any such exclusion shall only apply to such portion of such material or meeting which would relate to the listing rules conflicts of interest). The Parent reserves the right to exclude the Board Observer from access to any National Securities Exchange materials, information or meeting or portion thereof if the Board of Directors determines, in its reasonable good faith discretion, that such access would cause the loss of the attorney-client privilege protection otherwise afforded to any such information or prevent the directors from engaging in attorney-client privileged communication (provided that any such exclusion shall only apply to such portion of such material or meeting which would be required to preserve such privilege). Durango shall not (x) exercise any control over Parent, Purchaser or their respective affiliates through the Board Observer, or (y) act or otherwise represent himself or herself as an employee of the Parent, Purchaser or their respective subsidiaries. The Parent shall notify the Board Observer if the Parent has withheld any such information or excluded such representative from any such meeting pursuant to the preceding sentence. The Board Observer shall not have any individual authority to assume or create any commitment or obligation on which behalf of, or to bind, the shares of common stock of GSRP Holdings are listedKinetik Entities.

Board Observer. Until So long as ▇▇▇▇▇▇ ▇▇▇▇ is the earlier of (i) Investor no longer owningPT Intermediate Manager, (x) prior to consummation of an IPO, at least ten percent (10%) of the outstanding limited liability company interests of the Company (“GSRP Common Equity”) or (y) following consummation of an IPO, at least ten percent (10%) of the outstanding shares of common stock of GSRP Holdings (collectively, the “Equity Threshold”), and (ii) the consummation of a Sale, the Investor ▇▇▇▇▇ ▇▇▇▇ shall be entitled to designate one nonvoting board observer to attend all meetings of the GSRP Board or committee thereof (the “Pre-IPO Board Observer”) until the consummation of an IPO, and after the consummation of an IPO one nonvoting board observer to the GSRP Holdings Board (together with Pre-IPO Board Observer, the “Board Observer”). The Board Observer must (1) enter into a board observer agreement in If ▇▇▇▇▇▇ ▇▇▇▇ ceases to be the form attached hereto as Exhibit APT Intermediate Manager for any reason and PT Intermediate still owns any Series A Units, (2) not be engaged in any activities that are competitive to the GSRP Entities (other than general investment activities by the Investor and its controlled affiliates in the ordinary course of its business) and (3) the service of such individual as a Board Observer PT Intermediate shall not otherwise violate Applicable Law and the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listed. If the Board Observer resigns or is removed from GSRP Board or GSRP Holdings Board or is unable to serve as the Board Observer due to death or disability, and at such time the Investor continues to no longer be entitled to designate a Board Observer, the Investor . The Company shall have the right to designate a successor who shall be appointed to the GSRP Board or GSRP Holdings Board, as applicable, as promptly as practicable following the designation thereof and shall be treated as the Board Observer for all purposes of this Letter Agreement. GSRP or GSRP Holdings, as applicable, shall (A) give the Board Observer notice of the applicable meeting or action taken by written consent at the same time and in the same manner as notice is given to the members of the GSRP Board or GSRP Holdings Board, as applicable, (B) provide the Board Observer with access to all materials and other information given any notices delivered to the members Managers and a copy of all meeting materials concurrently with providing such notices and materials to the GSRP Board or GSRP Holdings Board, as applicable, in connection with such meetings or actions taken by written consent at the same time and in the same manner as such materials and information are furnished to members of the GSRP Board or GSRP Holdings Board, as applicable, and (C) Managers. The Company shall provide the Board Observer with all rights the same travel and expense reimbursement with respect to the Board Observer’s attendance at regular Board meetings as is provided to the Managers. The Board Observer shall be entitled to attend such all meetings as a member of the GSRP Board or GSRP Holdings Board, as applicable(including any committees thereof). Notwithstanding the foregoing, the GSRP Board or GSRP Holdings Board may Board, acting in good faith, reserves the right to withhold any information and to exclude the Board Observer from the relevant portion of any meeting (and from receiving information provided or portion thereof if access to other members of the GSRP Board or GSRP Holdings Board) to the extent such information or attendance at such meeting relates (i) is deemed necessary in the good faith discretion of the Board (ii) in the good faith discretion of the Board, would create a conflict of interest or is restricted by any agreement to which the Company is a party or otherwise bound, or (iii) would adversely affect the attorney-client privilege between the Company and its counsel. The Board Observer shall not have any voting rights with respect to any conflicts action brought before the Board. The Board Observer may resign in the same manner as the Managers as set forth in this Section 8.2. For purposes of interest between clarity, PT Intermediate may not appoint a Board Observer other than ▇▇▇▇▇ ▇▇▇▇ and will not have the Investor, its affiliates or right to appoint any Board Observer if ▇▇▇▇▇▇ ▇▇▇▇ is no longer the Board Observer, on the one hand, and the GSRP Entities, on the other or would otherwise violate Applicable Law or the listing rules of PT Intermediate Manager for any National Securities Exchange on which the shares of common stock of GSRP Holdings are listedreason.

Board Observer. Until (a) As of the Effective Time and until the earlier of (i) Investor no longer owningDecember 31, (x) prior to consummation of an IPO, at least ten percent (10%) of the outstanding limited liability company interests of the Company (“GSRP Common Equity”) or (y) following consummation of an IPO, at least ten percent (10%) of the outstanding shares of common stock of GSRP Holdings (collectively, the “Equity Threshold”), 2018 and (ii) the consummation date of a Sale, the Investor shall be entitled to designate one nonvoting board observer to first quarterly meeting of the GSRP TNK Board (following the “Pre-IPO Board Observer”) until the consummation of an IPO, and after the consummation of an IPO one nonvoting board observer to the GSRP Holdings Board (together with Pre-IPO Board Observer, the “Board Observer”). The Board Observer must (1) enter into a board observer agreement in the form attached hereto as Exhibit A, (2) not be engaged in any activities that are competitive to the GSRP Entities (other than general investment activities by the Investor and its controlled affiliates in the ordinary course of its business) and (3) the service of such individual as a Board Observer shall not otherwise violate Applicable Law and the listing rules of any National Securities Exchange date on which the shares average of common stock the closing price of GSRP Holdings are listed. If a share of TNK Class A Common Stock for the Board Observer resigns or immediately preceding fifteen (15) trading days is removed from GSRP Board or GSRP Holdings Board or is unable greater than the product of (A) 1.25 and (B) the closing price of a share of TNK Class A Common Stock on the trading day immediately prior to serve as the Board Observer due to death or disabilitydate of this Agreement, and at such time subject to the Investor continues to be entitled to designate a Board Observerterms and conditions set forth in this Section 8.10, the Investor Special Committee shall have the right to designate a successor who single representative (the “Board Observer”) to attend all meetings of the TNK Board in an observer capacity. The Board Observer shall be appointed determined as follows: (x) (1) the Special Committee may propose two candidates who are employees of any of TIL’s five largest shareholders (such five largest shareholders to be determined as of the date of this Agreement) to serve as the Board Observer (following consultation of the Special Committee with such of TIL’s large shareholders regarding such candidates as the Special Committee determines appropriate in its sole discretion) and (2) TNK shall choose, in its sole discretion but without unreasonable delay, one of the two such candidates proposed by the Special Committee to be the Board Observer to serve as the Board Observer commencing as of the Effective Time or (y) the Special Committee may propose one candidate who is not an employee of, or affiliated with, any of TIL’s five such largest shareholders to serve as the Board Observer commencing as of the Effective Time, subject to (1) TNK’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (2) TNK’s right to interview the candidate proposed by the Special Committee to be the Board Observer for the purpose of determining whether to grant such consent; provided that if TNK does not consent to the GSRP candidate proposed by the Special Committee pursuant to clause (y), the Special Committee may continue to propose candidates to serve as the Board Observer pursuant to clause (x) or GSRP Holdings Boardclause (y) until TNK chooses or consents to one such Board Observer candidate in accordance with the terms of this Section 8.10(a). In the event that the Board Observer resigns, dies or is otherwise unwilling or unable to continue to serve as the Board Observer, the Special Committee may nominate replacements to serve as the Board Observer following the procedures set forth in the immediately preceding sentence. Notwithstanding the foregoing, TNK shall have no obligation to select or consent to, as applicable, as promptly as practicable following the designation thereof and shall be treated as the a Board Observer for all purposes of this Letter Agreement. GSRP or GSRP Holdings, as applicable, shall that (A) is affiliated with a competitor of TNK or (B) has been convicted of a felony involving (i) moral turpitude or (ii) a violation of federal, state or foreign securities laws. (b) The Board Observer will not constitute a director of the TNK Board and will not be entitled to vote on, or consent to, any matters presented to the TNK Board, and will not be counted towards a quorum. For the avoidance of doubt, TNK’s failure to comply with any of the provisions set forth in this Section 8.10 will not in any way affect the validity of any actions of the TNK Board. TNK will (i) give the Board Observer written notice of each meeting of the applicable meeting or action taken by written consent TNK Board at the same time and in the same manner as notice is given to the members of the GSRP Board or GSRP Holdings TNK Board, as applicable, (Bii) provide the Board Observer with access to copies of all written materials and other information given to the members of the GSRP Board or GSRP Holdings Board, as applicable, in connection with such meetings or actions taken by written consent at the same time and in the same manner as such materials and information are furnished to members of the GSRP Board or GSRP Holdings TNK Board, as applicable, and (Ciii) provide the Board Observer with all rights the same right to attend (whether in person or by telephone or other means of electronic communication) such meetings as a member is given to the members of the GSRP TNK Board, (iv) provide the Board Observer with the same opportunity as the members of the TNK Board to request additional information regarding TNK and communicate with and receive information from members of TNK management and (v) provide the Board Observer information regarding all committees of the Board that the Board Observer reasonably requests. As a condition to TNK’s obligations hereunder, the Board Observer will agree to enter into, comply with, and be bound by, in all respects, the terms and conditions of a Board Observer Agreement in substantially the form attached hereto as Exhibit A (the “Board Observer Agreement”). The Board Observer Agreement will be provided to the Board Observer within two days of his or GSRP Holdings Boardher selection or approval, as applicable, and the Board Observer will have all of the rights and privileges provided for under this Section 8.10 and the Board Observer Agreement upon his or her execution and delivery of the Board Observer Agreement to TNK. Notwithstanding any rights to be granted or provided to the foregoingBoard Observer hereunder, the GSRP Board or GSRP Holdings TNK Board may exclude the Board Observer from the relevant portion of access to any materials or attendance at any meeting (or portion thereof if and from receiving information provided to other members of the GSRP Board or GSRP Holdings Board) to the extent that the TNK Board is advised by outside counsel that (i) such information access or meeting relates attendance is reasonably likely to result in the loss of the attorney-client privilege between TNK or any conflicts of its Subsidiaries and their respective counsel, (ii) such withholding or exclusion is required for TNK or its Subsidiaries to comply with any applicable Law or (iii) there is an actual or potential conflict of interest between the Investor, TNK and/or any of its affiliates or the Board ObserverSubsidiaries, on the one hand, and the GSRP EntitiesBoard Observer and/or its Affiliates, on the other hand; provided, however, that TNK will use its reasonable best efforts to provide the Board Observer with access to such materials or would otherwise violate Applicable other information to the fullest extent possible in a manner that does not have the effects described in clauses (i), (ii) and (iii). TNK shall (1) compensate the Board Observer in the same amount and at the same times as it compensates the members of the TNK Board (provided that (x) the Board Observer shall receive the entire value of its compensation in the form of cash and (y) the Board Observer shall be compensated pro rata for any service performed prior to a payment date if the Board Observer is no longer serving in such position as of such payment date), (2) reimburse such Board Observer for all of his or her of reasonable out-of-pocket expenses incurred by the Board Observer in connection with his or her attendance at meetings of the TNK Board (in accordance with the terms of TNK’s travel and expense policy for TNK directors), (3) maintain a D&O Insurance policy for the Board Observer with benefits and levels of coverage no less favorable to the Board Observer than the D&O Insurance policy applicable to the members of the TNK Board, and (4) indemnify and hold harmless such Board Observer in accordance with and pursuant to the Board Observer Agreement. For the avoidance of doubt, the Board Observer shall cease to serve in such capacity upon the date that the Special Committee no longer has a right to designate a Board Observer pursuant to Section 8.10(a) of this Agreement. (c) The provisions of this Section 8.10 are (i) intended to be for the benefit of, and shall be enforceable by, each Board Observer and each member of the Special Committee. The obligations of TNK and the Surviving Company under this Section 8.10 shall not be terminated or modified in such a manner as to adversely affect the rights of the Board Observer, the Special Committee or the members of the Special Committee unless (x) such termination or modification is required by applicable Law or (y) the listing rules Board Observer and the members of the Special Committee shall have consented in writing to such termination or modification (it being expressly agreed that the Board Observer and the members of the Special Committee shall be third-party beneficiaries of this Section 8.10). For the avoidance of doubt, the members of the Special Committee may enforce the provisions of this Section 8.10 following the Effective Time (even though the Special Committee shall have ceased to exist at such time), and at the Effective Time the rights of the Special Committee under this Section 8.10 shall become the personal rights of the former members of the Special Committee, provided, however, that the members of the Special Committee and the Board Observer may not assign, delegate or otherwise transfer any National Securities Exchange on which of its rights or obligations under this Section 8.10 without the shares prior written consent of common stock of GSRP Holdings are listedTNK.

Board Observer. Until For any period during which the earlier of (i) Investor no longer owning, (x) prior Step-Up Rate is in effect pursuant to consummation of an IPO, at least ten percent (10%) of the outstanding limited liability company interests of the Company (“GSRP Common Equity”) or (y) following consummation of an IPO, at least ten percent (10%) of the outstanding shares of common stock of GSRP Holdings (collectivelySection 5.1(c)(iii), the “Equity Threshold”), and Series A Preferred Members (iiacting with Preferred Approval) the consummation of a Sale, the Investor shall be entitled to designate appoint one nonvoting board Board observer to the GSRP Board (the “Pre-IPO Board Observer”) until the consummation of an IPO, and after the consummation of an IPO one nonvoting board observer to the GSRP Holdings Board (together with Pre-IPO Board Observer, the “Board Observer”). The , who shall be entitled to attend any meetings of the Board and participate in any meeting of the Board to the extent any Director would participate; provided that, (i) this Board Observer must right shall automatically terminate at such time as the Step-Up Rate ceases to be in effect pursuant to Section 5.1(c)(iii); (1) enter into a board observer agreement in the form attached hereto as Exhibit A, (2) not be engaged in any activities that are competitive to the GSRP Entities (other than general investment activities by the Investor and its controlled affiliates in the ordinary course of its business) and (3ii) the service of such individual as a Board Observer shall not otherwise violate Applicable Law have any right to vote on any matters before the Board; and the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listed. If (iii) the Board Observer resigns or is removed may be excluded from GSRP any meeting of the Board or GSRP Holdings portion thereof (x) to preserve attorney-client work product or similar privilege or (y) if the Board determines, based on advice of outside legal counsel, that there exists, with respect to the subject of a meeting or is unable to serve as Board materials, an actual or conflict of interest between the Board Observer due to death or disabilityand the Company; provided, and at such time the Investor continues to be entitled to designate a Board Observerfurther that, the Investor shall have the Series A Preferred Members right to designate a successor who appoint the Board Observer shall be appointed reinstated at any time in which the Step-Up Rate is in effect pursuant to the GSRP Board Section 5.1(c)(iii). The Company (or GSRP Holdings BoardOfficer or Director, as applicable, as promptly as practicable following the designation thereof and ) shall be treated as provide the Board Observer for with all purposes of this Letter Agreement. GSRP or GSRP Holdings, as applicable, shall (A) give notices and information provided to the Board Observer notice of the applicable meeting or action taken by written consent at the same time and in the same manner as notice is given provided to the members Directors, including notice of all meetings of the GSRP Board or GSRP Holdings Board, as applicable, (B) provide the Board Observer with access actions to all materials and other information given to the members of the GSRP Board or GSRP Holdings Board, as applicable, in connection with such meetings or actions be taken by written consent at in lieu of a meeting. The Board Observer shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in order to attend meetings of the same time and Board in the same manner as such materials and information are furnished provided to members of the GSRP Board or GSRP Holdings Board, as applicable, and Directors. The Series A Preferred Members (Cacting with Preferred Approval) provide shall have the right to remove and/or replace the Board Observer with all rights at any time by delivering written notice of such removal and/or replacement to attend such meetings as a member the Company or the Board (for the avoidance of the GSRP Board or GSRP Holdings Boarddoubt, as applicable. Notwithstanding the foregoing, the GSRP Board or GSRP Holdings Board may exclude removing the Board Observer from will not prejudice or eliminate the relevant portion of any meeting (and from receiving information provided Series A Preferred Members’ right to other members of the GSRP appoint a subsequent Board or GSRP Holdings Board) to the extent such information or meeting relates to any conflicts of interest between the Investor, its affiliates or the Board Observer, on the one hand, and the GSRP Entities, on the other or would otherwise violate Applicable Law or the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listedObserver in accordance with this Section 6.2(o)).

Board Observer. Until Following the earlier execution of investment agreements in accordance with Section 6.1(a) (i) Investor no longer owning, (x) prior to consummation of an IPO, at least ten percent (10%) of the outstanding limited liability company interests of the Company (“GSRP Common Equity”) or (y) following consummation of an IPO, at least ten percent (10%) of the outstanding shares of common stock of GSRP Holdings (collectively, the “Equity Threshold”Investment), and for so long as Astellas or its Affiliates continues to own 100% of PTI’s aggregate issued and outstanding capital stock or instruments convertible or exercisable into capital stock (iiall on an as-converted basis) the consummation issued to Astellas in accordance with Section 6.1(a) (Equity Investment), PTI will permit a representative of a Sale, the Investor shall be entitled to designate one nonvoting board observer to the GSRP Board Astellas (the “Pre-IPO Board Observer”) until the consummation to attend all meetings of an IPOits Board of Directors in a nonvoting observer capacity and, in this respect, will give such representative copies of all notices, minutes, consents, and after the consummation of an IPO one nonvoting board observer other materials that it provides to the GSRP Holdings Board all its outside (together with Prenon-IPO Board Observer, the “Board Observer”). The Board Observer must (1employee) enter into a board observer agreement in the form attached hereto as Exhibit A, (2) not be engaged in any activities that are competitive to the GSRP Entities (other than general investment activities by the Investor and its controlled affiliates in the ordinary course of its business) and (3) the service of such individual as a Board Observer shall not otherwise violate Applicable Law and the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listed. If the Board Observer resigns or is removed from GSRP Board or GSRP Holdings Board or is unable to serve as the Board Observer due to death or disability, and at such time the Investor continues to be entitled to designate a Board Observer, the Investor shall have the right to designate a successor who shall be appointed to the GSRP Board or GSRP Holdings Board, as applicable, as promptly as practicable following the designation thereof and shall be treated as the Board Observer for all purposes of this Letter Agreement. GSRP or GSRP Holdings, as applicable, shall (A) give the Board Observer notice of the applicable meeting or action taken by written consent directors at the same time and in the same manner as notice is given provided to the members of the GSRP Board or GSRP Holdings Board, as applicable, (B) provide the Board Observer with access to all materials and other information given to the members of the GSRP Board or GSRP Holdings Board, as applicable, in connection with such meetings or actions taken by written consent at the same time and in the same manner as such materials and information are furnished to members of the GSRP Board or GSRP Holdings Board, as applicable, and (C) provide the Board Observer with all rights to attend such meetings as a member of the GSRP Board or GSRP Holdings Board, as applicabledirectors. Notwithstanding the foregoing, the GSRP Observer right granted in this Section 6.1(b) (Board Observer) will terminate in the event that (1) Astellas ceases to hold 100% of PTI’s aggregate issued and outstanding capital stock or GSRP Holdings Board may exclude the Board instruments convertible or exercisable into capital stock (all on an as-converted basis) issued to Astellas in accordance with Section 6.1(a) (Equity Investment), or (2) there occurs a Change of Control of PTI or an initial public offering of PTI securities. The Observer from the relevant portion of any meeting (and from receiving will execute a customary CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Confidential confidentiality agreement pursuant to which he or she would agree to hold in confidence all information provided to other members of him or her in his or her capacity as an Observer. PTI may withhold any information and exclude the GSRP Board Observer from any meeting or GSRP Holdings Board) portion thereof if PTI reasonably determines in good faith that access to the extent such information or attendance at such meeting relates to (i) could adversely affect the attorney-client privilege between PTI and its counsel, or (ii) may result in disclosure of trade secrets. In addition, PTI may withhold any conflicts information and exclude the Observer from any meeting or portion thereof for reasonable competitive considerations, such as where PTI reasonably determines in good faith that there is a conflict of interest between the Investor, its affiliates Astellas (or the Observer) and PTI with respect to the subject matter of such information or that is to be discussed at such meeting (or portion thereof). Furthermore, PTI reserves the right to exclude the Observer from any executive, audit, or compensation committee meetings of the Board Observer, on the one hand, and the GSRP Entities, on the other or would otherwise violate Applicable Law or the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listedDirectors.

Board Observer. Until (A) The Original Borrower and the earlier of Borrower (ifrom the First Effective Date only) Investor no longer owning, (x) prior to consummation of an IPOshall procure that, at least ten percent all times from and including the Closing Date (10%) or the First Effective Date, in the case of the outstanding limited liability company interests Borrower) until and excluding the First Effective Date in the case of the Company (“GSRP Common Equity”) Original Borrower or (y) following consummation of an IPO, at least ten percent (10%) the SPAC Listing Date in the case of the outstanding shares of common stock of GSRP Holdings Borrower (collectivelyeach, the “Equity ThresholdRelevant Time”), and a representative of the Agent or the Original Lender (ii) or the consummation of a SaleArranger acting on its behalf), the Investor shall be entitled to designate one nonvoting board observer to the GSRP Board or Eleuthera SPC (the “Pre-IPO Board Observer”) until the consummation of an IPO, and after the consummation of an IPO one nonvoting board observer to the GSRP Holdings Board (together with Pre-IPO Board Observer, the “Board Observer”). The ) shall be entitled to attend each Board Meeting on behalf of the Lenders on the condition that the Board Observer must shall attend Board Meetings as an observer only and shall not: (1) enter into have any rights or liabilities in relation to the direction or conduct of any management of any member of the Group as a board observer agreement result of attending Board Meetings; or (B) be entitled to vote at, or count in the form attached hereto quorum for, any Board Meeting. At all times during the Relevant Time, the Borrower and/or Original Borrower (as Exhibit A, the case may be) shall procure that the Board Observer is given notice of Board Meetings: (1) as soon as reasonably practicable; (2) not be engaged in any activities no later than the time that are competitive notice of the relevant Board Meeting is given to members of the GSRP Entities (other than general investment activities by board of directors of the Investor and its controlled affiliates in the ordinary course of its business) and Borrower generally; (3) no later than the service time that notice of such individual as a the relevant Board Observer Meeting is required to be given pursuant to the constitutional documents of the Borrower; and (4) in any event, no later than 10 Business Days prior to the relevant Board Meeting (unless the Chairman of the Board of Directors reasonably deems it important for the commercial interest of the Borrower to convene the Board Meeting earlier than this). (C) At all times during the Relevant Time, the Borrower (or the Original Borrower, prior to the First Effective Date) shall not otherwise violate Applicable Law and the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listed. If procure that the Board Observer resigns is supplied with a copy of all relevant board papers which are dispatched to members of the board of directors of the Borrower for the purposes of a Board Meeting generally at the same time as they are dispatched to those members of the board of directors of the Borrower (or is removed from GSRP Board or GSRP Holdings Board or is unable to serve the Original Borrower, as the Board Observer due case may be). (D) The Agent, the Original Lender (or the Arranger acting on its behalf) or Eleuthera SPC agree that as a condition to death or disability, and at such time the Investor continues to be entitled to designate their representative acting as a Board Observer, such person shall undertake to cooperate with the Investor shall have Borrower and fulfil any and all necessary formalities requested by the right to designate a successor who shall be appointed to the GSRP Board competent authorities or GSRP Holdings Boardby applicable laws, as applicablewell as comply with any applicable laws, as promptly as practicable following the designation thereof and shall be treated in each case as the same apply to their role as a Board Observer for all purposes of this Letter Agreement. GSRP or GSRP Holdings, as applicable, shall (A) give the Board Observer notice of the applicable meeting or action taken by written consent at the same time and in the same manner as notice is given to the members of the GSRP Board or GSRP Holdings Board, as applicable, (B) provide the Board Observer with access to all materials and other information given to the members of the GSRP Board or GSRP Holdings Board, as applicableObserver, in connection with such meetings or actions taken by written consent at all cases during the same time and in the same manner as such materials and information are furnished to members of the GSRP Board or GSRP Holdings Board, as applicable, and Relevant Time only. (CE) provide the Board Observer with all rights to attend such meetings as a member of the GSRP Board or GSRP Holdings Board, as applicable. Notwithstanding the foregoing, where the GSRP Board Borrower’s (or GSRP Holdings Board may exclude Original Borrower’s) board of directors resolve, acting reasonably and in good faith, that a matter to be discussed gives rise to an actual bona fide conflict of interest between the Lenders and the Borrower (or, prior to the First Effective Date, the Original Borrower), the Board Observer may be excluded from the relevant portion part of any the meeting (and from receiving the distribution list for any such associated written materials) where the matter giving rise to such conflict of interest is discussed, in all cases during the Relevant Time only. (F) Notwithstanding any other term in this Clause 18.8 (Board Observer), on and from the SPAC Listing Date, if the Parties are unable to obtain the necessary information provided to other members of the GSRP Board or GSRP Holdings Board) pursuant to the extent terms of this Agreement and/or agree any suitable additional information rights (whether by way of an amendment to the existing information covenants herein or otherwise), then the Borrower shall, at any time on or following the SPAC Listing Date, absent any such agreement or access to the relevant information above, grant the Arranger the right to perform an audit at any time upon request which will include providing the Arranger with access to the Borrower’s premises and the right to inspecting the Borrower’s board minutes and books. The Arranger may at its discretion refrain from exercising the information and audit rights if the Arranger acting in its sole discretion believes that such information or meeting relates audit may provide it with material non-public information affecting the ability of the Lender Designate to any conflicts of interest between sell the Investor, its affiliates or the SPAC Conversion Shares. (G) In this Clause 18.8 (Board Observer), on the one hand, and the GSRP Entities, on the other or would otherwise violate Applicable Law or the listing rules of “Board Meeting” means any National Securities Exchange on which the shares of common stock of GSRP Holdings are listed.meeting of: