Common use of Board Observers Clause in Contracts

Board Observers. Until the Obligations have been paid in full, the Lenders shall have the right to appoint (a) two (2) observers to Issuer's Board of Directors with the authority to attend and receive materials relating to (but not vote at) meetings of Issuer’s Board of Directors (collectively, the “Observers” and each, an “Observer”) to be designated by the Required Lenders; provided, that, the appointment rights of any Observer as contemplated above shall be on the basis that: (i) each such appointment shall continue (with full rights of substitution) until such time as there is the payment in full of all Obligations (other than inchoate indemnity obligations) at which point each such appointment shall terminate with immediate effect; (ii) the materials received by any Observer relating to any meeting of Issuer’s Board of Directors will exclude or (to the extent containing any information in relation to any other matters) will be redacted in order to exclude, in each case, (x) any matters related to the rights of, and its obligations to, Lenders, any proposal received from the Lenders, the formulation of any proposal to be made to the Lenders or any advice given in respect of any of the foregoing and (y) any other matter which Issuer’s Board of Directors reasonably determines (acting in good faith) that there would be, or there is reasonably likely to be, a conflict of interest between the Lenders and the Credit Parties in disclosing such matter; (iii) in attending meetings of Issuer’s Board of Directors, any Observer shall be required to recuse themselves from all or any portion of such meeting during which the Board of Directors intend to discuss matters related to the rights of, and its obligations to, Lenders, any proposal received from the Lenders, the formulation of any proposal to be made to the Lenders or any advice given in respect of any of the foregoing, or any other matter which the Issuer’s Board of Directors reasonably determines (acting in good faith) that there would be, or there is reasonably likely to be, a conflict of interest between the Lenders and the Credit Parties in discussing such matter if the Observer(s) are present at such meeting; and (iv) each Observer agree to keep all information received or discussed in connection with their attendance at meetings of Issuer’s Board of Directors confidential on substantially the same terms as set out in Section 11.8 (Confidentiality) of this Agreement; provided, further, that, notwithstanding the foregoing, each Observer shall be entitled to receive un-redacted copies of any materials prepared by advisers appointed under the Adviser Engagements which are made available to members of the Issuer’s Board of Directors regarding the potential sale or other disposal of shares or assets of the Parent or any of its Subsidiaries (including, regarding any discussions, negotiations, indications of interest, offers, bids or proposals relating thereto) and shall be entitled to participate in any discussions, proposals, evaluations or reviews relating thereto at any meeting of Issuer’s Board of Directors.

Board Observers. Until the Obligations have been paid in full, the Lenders (i) (w) Warburg Pincus shall have the right to appoint (a) two (2) observers to Issuer's Board of Directors with (the authority to attend and receive materials relating to (but not vote at) meetings of Issuer’s Board of Directors (collectively, the “"Warburg Pincus Observers” and each, an “Observer”) to be designated by the Required Lenders; provided, that, the appointment rights of any Observer as contemplated above shall be on the basis that: (i) each such appointment shall continue (with full rights of substitution) until such time as there is the payment in full of all Obligations (other than inchoate indemnity obligations) at which point each such appointment shall terminate with immediate effect; (ii) the materials received by any Observer relating to any meeting of Issuer’s Board of Directors will exclude or (to the extent containing any information in relation to any other matters) will be redacted in order to exclude, in each case"), (x) any matters related to the rights of, and its obligations to, Lenders, any proposal received from the Lendersdate hereof until the 30-month anniversary of such date, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall have the formulation of any proposal right to be made to the Lenders or any advice given in respect of any of the foregoing and appoint themselves observers (each, a "Management Observer"), (y) from the date hereof until the New Investors and the Subsequent Investors purchase 15,333,333 shares of Preferred Stock in the aggregate, the Other Investors Owning a majority of those shares of Common Stock Owned by such Other Investors shall have the right to appoint one (1) observer (the "Other Investor Observer") and (z) ▇▇▇▇▇▇▇ Wesleyan College shall have the right to appoint one (1) observer subject to the terms and conditions of the Consent of ▇▇▇▇▇▇▇ Wesleyan College Including Amendment to License, dated November 12, 2003, between ▇▇▇▇▇▇▇ Wesleyan College and the Company (the "RWC Observer" and, together with the Warburg Pincus Observers, the Management Observers and the Other Investor Observer, the "Observers"), who, subject to their entering into a confidentiality agreement substantially similar to Section 4 hereof, may attend and participate in all meetings of the Board or the board of any other matter which Issuer’s Board subsidiary of Directors reasonably the Company, and, in the case of the Warburg Pincus Observers, any committees thereof; provided that the aforementioned Investors will notify the Company from time to time of the identity of their respective Observers and such Observer's address (including facsimile) for communications; and further provided that any Observer may be excluded from any such meeting (unless such Observer is also a director serving on the board in question at such time or, in the case of a Warburg Pincus Observer, the committee in question) to the extent the board or committee in question determines (acting in good faith) faith that there would be, or there such exclusion is reasonably likely to be, a conflict of interest between the Lenders and the Credit Parties in disclosing such matter; (iii) in attending meetings of Issuer’s Board of Directors, any Observer shall be required to recuse themselves from all preserve any evidentiary privilege, or any portion of any such meeting during which the Board respective interests of Directors intend to discuss matters related the Company or the subsidiary in question and those of one or more of the Investors who appointed the Observer in question conflict as to the rights ofmatter(s) to be discussed or actions to be taken (in the good faith judgment of the board or committee in question). (ii) The Observers shall receive each of the following items at the same time and in the same manner as such items are delivered to the members of the Board and each subsidiary board, and its obligations toand, Lenders, any proposal received from in the Lenderscase of the Warburg Pincus Observers, the formulation members of any proposal to be made the committees of such boards: (A) notice of each meeting of the Board and each subsidiary board, and, in the case of the Warburg Pincus Observers, the committees thereof; (B) minutes of each meeting of the Board and each subsidiary board, and, in the case of the Warburg Pincus Observers, the committees thereof; and (C) the agenda and all other documents and materials distributed to the Lenders or any advice given in respect of any members of the foregoingBoard and each subsidiary board, or any other matter which and, in the Issuer’s Board case of Directors reasonably determines (acting in good faith) that there would bethe Warburg Pincus Observers, or there is reasonably likely to bethe committees thereof, a conflict of interest between the Lenders and the Credit Parties in discussing such matter if the Observer(s) are present at such meeting; and (iv) each Observer agree to keep all information received or discussed in connection with their attendance at meetings of Issuer’s any action to be taken by the Board of Directors confidential on substantially or such subsidiary board, and, in the same terms as set out in Section 11.8 (Confidentiality) of this Agreement; provided, further, that, notwithstanding the foregoing, each Observer shall be entitled to receive un-redacted copies of any materials prepared by advisers appointed under the Adviser Engagements which are made available to members case of the Issuer’s Board of Directors regarding Warburg Pincus Observers, the potential sale or other disposal of shares or assets of the Parent or any of its Subsidiaries (includingcommittees thereof, regarding any discussions, negotiations, indications of interest, offers, bids or proposals relating thereto) and shall be entitled to participate in any discussions, proposals, evaluations or reviews relating thereto at any meeting of Issuer’s Board of Directorsas applicable.

Board Observers. Until (a) Each Initial Stockholder, that, together with its Permitted Transferees, has an aggregate ownership of Shares representing at least fifteen percent (15%) of the Obligations have been paid issued and outstanding Shares (disregarding (i) dilution from any issuances of Equity Securities (including, for the avoidance of doubt, pursuant to the exercise, conversion or exchange of any Common Stock Equivalents) and (ii) accretion from the purchase of Offered Securities by the Company pursuant to Section 3.1(c), in fulleach of clauses (i) and (ii), made after the Lenders date hereof) shall be entitled to designate one (1) Board Observer (as defined below). (b) The Board Observer designated pursuant to Section 6.8(a) (the “Board Observer”) shall have the right to appoint attend (ain person or telephonically, at his discretion) two (2) observers to Issuer's each meeting of the Board of Directors with as an observer (and not as a director) and shall not have the authority right to attend and receive materials relating to (but not vote at) meetings at any such meeting or act on behalf of Issuer’s the Board of Directors (collectively, the “Observers” and each, an “Observer”) to be designated by the Required LendersDirectors; provided, that, that the appointment rights of any Board Observer as contemplated above shall may be on the basis that: (i) each such appointment shall continue (with full rights of substitution) until such time as there is the payment in full of all Obligations (other than inchoate indemnity obligations) at which point each such appointment shall terminate with immediate effect; (ii) the materials received by any Observer relating to any meeting of Issuer’s Board of Directors will exclude or (to the extent containing any information in relation to any other matters) will be redacted in order to exclude, in each case, (x) any matters related to the rights of, and its obligations to, Lenders, any proposal received from the Lenders, the formulation of any proposal to be made to the Lenders or any advice given in respect of any of the foregoing and (y) any other matter which Issuer’s Board of Directors reasonably determines (acting in good faith) that there would be, or there is reasonably likely to be, a conflict of interest between the Lenders and the Credit Parties in disclosing such matter; (iii) in attending meetings of Issuer’s Board of Directors, any Observer shall be required to recuse themselves excluded from all or any portion of any such meeting during which to the extent that the Board of Directors intend to discuss matters related determines in good faith and upon the advice of counsel to the rights ofCompany that such exclusion is required to preserve the attorney-client privilege between the Company and its counsel, or to the extent the respective interests of the Company and its subsidiaries, and those of the Initial Stockholder that the Board Observer represents (or its obligations toAffiliates), Lendersas to the matter(s) to be discussed or actions to be taken during such portion of such meeting, any proposal received from conflict or could be perceived to conflict (in the Lendersgood faith judgment of the Board of Directors). The Company will send, or cause to be sent, to the formulation Board Observer the notice of the time and place of any proposal such meeting in the same manner and at the same time as notice is sent to the directors. The Company shall also provide, or cause to be made provided, to the Lenders or any advice given in respect Board Observer copies of any of the foregoingall notices, or any reports, minutes and other matter which the Issuer’s Board of Directors reasonably determines (acting in good faith) that there would be, or there is reasonably likely to be, a conflict of interest between the Lenders documents and the Credit Parties in discussing such matter if the Observer(s) are present materials at such meeting; and (iv) each Observer agree to keep all information received or discussed in connection with their attendance at meetings of Issuer’s Board of Directors confidential on substantially the same terms time and in the same manner as set out in Section 11.8 (Confidentiality) of this Agreementthey are provided to the directors; provided, furtherthat the failure to deliver or make available one or more of the items described in this sentence or the preceding sentence shall not affect the validity of any action taken by the Board of Directors. Notwithstanding anything to the contrary herein, that, notwithstanding the foregoing, each prior to any Board Observer shall be being entitled to receive un-redacted copies of any materials prepared by advisers appointed under the Adviser Engagements which are made available to members of the Issuer’s Board of Directors regarding the potential sale or other disposal of shares or assets of the Parent or any of its Subsidiaries (including, regarding any discussions, negotiations, indications of interest, offers, bids or proposals relating thereto) and shall be entitled to participate in any discussions, proposals, evaluations or reviews relating thereto at attend any meeting of Issuer’s the Board of Directorsor receive the information specified in this Section 6.8(b), the applicable Board Observer shall execute and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Company.

Board Observers. Until (a) Each Major Stockholder shall be entitled to designate one (1) Board Observer; provided, that if such Major Stockholder ceases to hold at least fifty percent (50%) of the Obligations have been paid in fullClass A Shares that it held as of the date hereof, it shall no longer be entitled to designate a Board Observer. EMI shall be entitled to designate two (2) employees of the Lenders Company or its Subsidiaries to serve as Board Observers; provided, that (A) if EMI ceases to hold one-hundred percent (100%), but continues to hold at least fifty percent (50%), of the Class A Shares that it held as of the date hereof, EMI shall be entitled to designate one (1) employee of the Company or its Subsidiaries to serve as a Board Observer, and (B) if EMI ceases to hold fifty percent (50%) of the Class A Shares that it held as of the date hereof, it shall no longer be entitled to designate any Board Observers. (b) Each Board observer that any Legacy Class A Stockholder is entitled to designate pursuant to this Agreement (each, a “Board Observer”) shall have the right to appoint attend (ain person or telephonically, at each such Board Observer’s discretion) two each meeting of the Board as an observer (2and not as a Director) observers and shall not have the right to Issuer's Board vote at any such meeting or act on behalf of Directors with the authority to attend and receive materials relating to (but not vote at) meetings of Issuer’s Board of Directors (collectively, the “Observers” and each, an “Observer”) to be designated by the Required LendersBoard; provided, that, the appointment rights of any that such Board Observer as contemplated above shall may be on the basis that: (i) each such appointment shall continue (with full rights of substitution) until such time as there is the payment in full of all Obligations (other than inchoate indemnity obligations) at which point each such appointment shall terminate with immediate effect; (ii) the materials received by any Observer relating to any meeting of Issuer’s Board of Directors will exclude or (to the extent containing any information in relation to any other matters) will be redacted in order to exclude, in each case, (x) any matters related to the rights of, and its obligations to, Lenders, any proposal received from the Lenders, the formulation of any proposal to be made to the Lenders or any advice given in respect of any of the foregoing and (y) any other matter which Issuer’s Board of Directors reasonably determines (acting in good faith) that there would be, or there is reasonably likely to be, a conflict of interest between the Lenders and the Credit Parties in disclosing such matter; (iii) in attending meetings of Issuer’s Board of Directors, any Observer shall be required to recuse themselves excluded from all or any portion of any such meeting during which to the extent that the Board determines in good faith and upon the advice of Directors intend to discuss matters related counsel to the rights ofCompany that such exclusion is required to preserve the attorney-client privilege between the Company and its counsel, or to the extent the respective interests of the Company and its Subsidiaries, and those of the Legacy Class A Stockholder that such Board Observer represents (or its obligations toAffiliates or Upper-Tier Investors), Lenders, any proposal received from as to the Lenders, the formulation of any proposal matter(s) to be made discussed or actions to be taken during such portion of such meeting, conflict or could be perceived to conflict (in the Lenders or any advice given in respect of any good faith judgment of the foregoing, or any other matter which the Issuer’s Board of Directors reasonably determines (acting in good faith) that there would be, or there is reasonably likely to be, a conflict of interest between the Lenders and the Credit Parties in discussing such matter if the Observer(s) are present at such meeting; and (iv) each Observer agree to keep all information received or discussed in connection with their attendance at meetings of Issuer’s Board of Directors confidential on substantially the same terms as set out in Section 11.8 (Confidentiality) of this AgreementBoard); provided, further, that, notwithstanding that any exclusion of a Board Observer from all or any portion of any meeting for any reason other than as set forth in the foregoing, each Observer immediately preceding proviso shall be require the prior written consent of the Legacy Class A Stockholder that is entitled to receive un-redacted designate such Board Observer pursuant to this Article V (such consent not to be unreasonably withheld, conditioned or delayed). The Company will send, or cause to be sent, to each Board Observer the notice of the time and place of any such meeting in the same manner and at the same time as notice is sent to the Directors. The Company shall also provide, or cause to be provided, to each Board Observer copies of any all notices, reports, minutes and other documents and materials prepared by advisers appointed under at the Adviser Engagements which same time and in the same manner as they are made provided to the Directors; provided, that the failure to deliver or make available to members one or more of the Issuer’s Board items described in this sentence or the preceding sentence shall not affect the validity of Directors regarding any action taken by the potential sale or other disposal of shares or assets of the Parent or any of its Subsidiaries (including, regarding any discussions, negotiations, indications of interest, offers, bids or proposals relating thereto) and shall be entitled to participate in any discussions, proposals, evaluations or reviews relating thereto at any meeting of Issuer’s Board of DirectorsBoard.

Board Observers. Until So long as Google together with its Affiliates continues to hold at least twenty-five percent (25%) of the Obligations have been paid in fullSeries C Preferred Shares originally issued by the Company to Google, the Lenders Google shall have the right be entitled to appoint one (a1) two observer (2) observers to Issuer's Board of Directors with the authority to attend and receive materials relating to (but not vote at) meetings of Issuer’s Board of Directors (collectively, the “Observers” and each, an “Observer”) to be designated attend all meetings of the Board and all subcommittees of the Board, in a nonvoting observer capacity. So long as Lightspeed together with its Affiliates continues to hold at least twenty-five percent (25%) of the Series C Preferred Shares originally issued by the Required LendersCompany to Lightspeed, Lightspeed shall be entitled to appoint one (1) Observer to attend all meetings of the Board and all subcommittees of the Board, in a nonvoting observer capacity. The Company shall give each Observer copies of all notices, minutes, consents, and other materials that the Company provides to the Company’s directors at the same time and in the same manner as provided to such directors; provided, thathowever, that such Observer shall agree to hold in confidence and trust all information so provided. An Observer may be excluded from that portion of a meeting of the appointment rights of any Observer as contemplated above shall be on Board or a subcommittee thereof to the basis that: extent that (i) each the Board has reasonably determined in good faith that such appointment shall continue (with full rights Observer’s presence at such meeting or portion thereof would reasonably be expected to result in the disclosure of substitution) until such time as there is trade secrets to a competitor of the payment in full of all Obligations (other than inchoate indemnity obligations) at which point each such appointment shall terminate with immediate effect; Group Companies or (ii) counsel to the materials received by any Observer relating to any Company has determined that there is a reasonable likelihood that such Observer’s presence at such meeting or portion thereof would result in the loss of Issuerthe Company’s Board of Directors will exclude or (attorney-client privilege; provided that to the extent containing any information in relation to any other matters) will be redacted in order to exclude, in each case, (x) any matters related to the rights of, and its obligations to, Lenders, any proposal received from the Lenders, the formulation of any proposal to be made to the Lenders or any advice given in respect of any of the foregoing and (y) any other matter which Issuer’s Board of Directors reasonably determines (acting in good faith) that there would be, or there is reasonably likely to be, a conflict of interest between the Lenders and the Credit Parties in disclosing practical such matter; (iii) in attending meetings of Issuer’s Board of Directors, any Observer shall be required notified in writing by the Company at least forty-eight (48) hours prior to recuse themselves from all the meeting of the exclusion and grounds on which the exclusion is based and provided further that the Company shall in good faith endeavor to ensure that meetings of the Board or any portion of committees thereof are conducted in such meeting a manner as to minimize those portions during which the Board of Directors intend such Observer shall be excluded, with a view to discuss matters related allowing each Observer to attend and observe such meetings to the rights of, and its obligations to, Lenders, any proposal received from the Lenders, the formulation of any proposal to be made to the Lenders or any advice given in respect of any of the foregoing, or any other matter which the Issuer’s Board of Directors reasonably determines (acting in good faith) that there would be, or there is reasonably likely to be, a conflict of interest between the Lenders and the Credit Parties in discussing such matter if the Observer(s) are present at such meeting; and (iv) each Observer agree to keep all information received or discussed in connection with their attendance at meetings of Issuer’s Board of Directors confidential on substantially the same terms as set out in Section 11.8 (Confidentiality) of this Agreement; provided, further, that, notwithstanding the foregoing, each maximum extent possible. Each Observer shall be entitled to receive unbe reimbursed for all reasonable out-redacted copies of any materials prepared by advisers appointed under the Adviser Engagements which are made available to members of the Issuer’s Board of Directors regarding the potential sale of-pocket expenses incurred in connection with attending board or other disposal of shares or assets of the Parent or any of its Subsidiaries (including, regarding any discussions, negotiations, indications of interest, offers, bids or proposals relating thereto) and shall be entitled to participate in any discussions, proposals, evaluations or reviews relating thereto at any meeting of Issuer’s Board of Directorscommittee meetings.

Board Observers. Until (a) As long as OrbiMed owns at least seven and one-half percent (7.5%) of the Obligations have been paid outstanding shares of Preferred Stock, OrbiMed shall be entitled to designate in fullwriting one individual (the “OrbiMed Observer”), who initially shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, and who shall be entitled (a) to be present at all meetings of the Lenders Board as a non-voting observer and (b) to receive advance notice of all such meetings, including such meetings’ time and place, in the same manner as the directors; provided, however, that the OrbiMed Observer shall have agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided or otherwise disclosed to him by executing and delivering a non-disclosure agreement reasonably satisfactory to the Company. The Company, in its sole discretion, reserves the right to appoint (a) two (2) observers to Issuer's Board exclude the OrbiMed Observer from all or part of Directors with the authority to attend and receive materials relating to (but not vote at) meetings of Issuer’s Board of Directors (collectively, the “Observers” and each, an “Observer”) to be designated by the Required Lenders; provided, that, the appointment rights of any Observer as contemplated above shall be on the basis that: (i) each such appointment shall continue (with full rights of substitution) until such time as there is the payment in full of all Obligations (other than inchoate indemnity obligations) at which point each such appointment shall terminate with immediate effect; (ii) the materials received by any Observer relating to any meeting of Issuer’s the Board of Directors will exclude and to withhold information and redact portions or (entire documents to the extent containing any reasonably necessary to protect confidential information in relation to any other matters) will be redacted in order to exclude, in each case, (x) any matters related to the rights of, and its obligations to, Lenders, any proposal received from the Lenders, the formulation of any proposal to be made to the Lenders or any advice given in respect of any of the foregoing and (y) Company, maintain a legal privilege or address any other matter which Issuer’s Board of Directors reasonably determines (acting in good faith) that there would be, actual or there is reasonably likely to be, a potential conflict of interest between the Lenders OrbiMed Observer or OrbiMed, on the one hand, and the Credit Parties Company, on the other hand. (b) During the period commencing on the date hereof and ending on August 2, 2015 (but only for so long as Mesynthes owns shares of Common Stock during such time), Mesynthes shall be entitled to designate in disclosing such matter; writing one individual (iiithe “Mesynthes Observer”), who initially shall be ▇▇▇▇▇ ▇▇▇▇, and who shall be entitled (a) in attending to be present at all meetings of Issuer’s the Board as a non-voting observer and (b) to receive advance notice of Directorsall such meetings, any including such meetings’ time and place, in the same manner as the directors; provided, however, that the Mesynthes Observer shall be required agree to recuse themselves hold in confidence and trust and to act in a fiduciary manner with respect to all information provided or otherwise disclosed to him by executing and delivering a non-disclosure agreement reasonably satisfactory to the Company. The Company, in its sole discretion, reserves the right to exclude the Mesynthes Observer from all or part of any portion meeting of such meeting during which the Board of Directors intend and to discuss matters related withhold information and redact portions or entire documents to the rights of, and its obligations to, Lenders, any proposal received from the Lenders, the formulation of any proposal extent reasonably necessary to be made to the Lenders or any advice given in respect of any protect confidential information of the foregoingCompany, maintain a legal privilege or address any other matter which the Issuer’s Board of Directors reasonably determines (acting in good faith) that there would be, actual or there is reasonably likely to be, a potential conflict of interest between the Lenders Mesynthes Observer or Mesynthes, on the one hand, and the Credit Parties in discussing such matter if Company, on the Observer(sother hand. Mesynthes agrees that the Company’s compliance with this Section 2.4(b) are present at such meeting; and (iv) each Observer agree to keep all information received or discussed in connection with their attendance at meetings of Issuershall satisfy the Company’s Board of Directors confidential on substantially the same terms as set out in obligations under Section 11.8 (Confidentiality) of this Agreement; provided, further, that, notwithstanding the foregoing, each Observer shall be entitled to receive un-redacted copies of any materials prepared by advisers appointed under the Adviser Engagements which are made available to members 16.2 of the Issuer’s Board Amended and Restated License, Product Development and Supply Umbrella Agreement, dated as of Directors regarding March 12, 2013, by and between the potential sale or other disposal of shares or assets of Company and Mesynthes (the Parent or any of its Subsidiaries (including, regarding any discussions, negotiations, indications of interest, offers, bids or proposals relating thereto) and shall be entitled to participate in any discussions, proposals, evaluations or reviews relating thereto at any meeting of Issuer’s Board of Directors“License”).

Board Observers. Until the Obligations have been paid in full, the Lenders shall have the right to appoint (a) two (2) observers At and following the Exchange Closing, until the date on which the Founder ceases to Issuer's Board hold shares of Directors with Class A Common Stock equal to or greater than the authority to attend and receive materials relating to (but not vote at) meetings of IssuerFounder’s Board of Directors (collectivelyMinimum Ownership Threshold, the Founder shall be entitled to designate one (1) Board observer from time to time reasonably acceptable to the Investor Majority (the “Observers” and each, an “Founder Observer”) to attend (in-person, by telephone or by other communication equipment pursuant to Section 3.05 of the Bylaws) any regular or special meeting of the Board (or any relevant committees thereof), except that the Founder Observer shall not be designated entitled to vote on matters presented to or discussed by the Required LendersBoard (or relevant committee thereof) at any such meetings. The Founder Observer shall be timely notified of the time and place of any meetings of the Board (or any relevant committee thereof) and will be given written notice (such notice to be delivered to the Founder Observer contemporaneously with delivery of such notice to the Directors) of all proposed actions to be taken by the Board (or any relevant committee thereof) at such meeting as if the Founder Observer were a Director thereof; provided, however, that, the appointment Founder Observer shall enter into an agreement with the Company setting forth the rights and obligations of any Observer as contemplated above the Founder Observer, which shall be on customary terms and conditions (and shall include the basis that: right of the Founder Observer to receive non-privileged information regarding the Company that would otherwise be available to the Directors, subject to confidentiality and non-use obligations); provided, further, that notwithstanding anything to the contrary contained in this Section ‎12.06(a), the Founder Observer may be excluded from meetings (or a portion thereof) and materials provided to the Founder Observer in connection with such meetings may be redacted to the extent that the Board (or any relevant committee thereof) reasonably determines that such exclusion or redaction is necessary to (i) each such appointment shall continue (with full rights of substitution) until such time as there is the payment in full of all Obligations (other than inchoate indemnity obligations) at which point each such appointment shall terminate with immediate effect; preserve attorney-client privilege, or (ii) the materials received by any Observer relating to any meeting of Issuer’s Board of Directors will exclude or (to the extent containing any information in relation to any other matters) will be redacted in order to exclude, in each case, (x) any matters related to the rights of, and its obligations to, Lenders, any proposal received from the Lenders, the formulation of any proposal to be made to the Lenders or any advice given in respect of any of the foregoing and (y) any other matter which Issuer’s Board of Directors reasonably determines (acting in good faith) that there would be, or there is reasonably likely to be, avoid a conflict of interest between the Lenders interests of the Founder or any of their respective Affiliates, on the one hand, and those of the Credit Parties in disclosing Company or any of its Subsidiaries, on the other hand; provided, further, that such matter; (iii) in attending meetings of Issuer’s Board of Directors, any Observer exclusion or redaction shall be required limited to recuse themselves from all the portion of such meeting or materials that is the basis for such exclusion or redaction and shall not extend to any portion of such meeting or materials that does not involve or pertain to such exclusion or redaction. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). In the event the Founder Observer is excluded from any meeting or portion thereof or is delivered any redacted information or materials related thereto, the Secretary of the Company shall promptly provide to the Founder Observer a general description, which shall be true and correct in all material respects, of the matters discussed during such meeting or portion thereof at which the Board of Directors intend to discuss matters related Founder Observer was excluded and any such redacted information or materials; provided that such description may exclude any information to the rights of, and its obligations to, Lenders, any proposal received from extent that the Lenders, the formulation of any proposal to be made to the Lenders or any advice given in respect of any of the foregoing, or any other matter which the Issuer’s Board of Directors reasonably determines that such exclusion is necessary to (acting in good faithA) that there would be, preserve attorney-client privilege or there is reasonably likely to be, (B) avoid a conflict of interest between the Lenders interests of the Founder or any of their respective Affiliates, on the one hand, and those of the Company or any of its Subsidiaries, on the other hand. Subject to the second proviso in the second sentence of this Section 12.06(a), the Founder Observer shall have the right to receive all information provided to the Board (or any relevant committee thereof) in anticipation of or at such meeting (regular or special and whether telephonic, videoconference or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the Board members, and the Credit Parties Founder Observer shall keep such materials and information confidential. Notwithstanding anything to the contrary contained in discussing this Section ‎12.06(a), the Founder Observer shall not, unless reasonably acceptable to the Investor Majority, be an officer, director, manager, employee, member, partner, Representative or Affiliate of, or do business with, competitors or potential competitors of the Company or any of its Subsidiaries, or entities engaged in business similar to or the same as the Company (as currently conducted or as currently proposed to be conducted). (b) At and following the Exchange Closing, (i) each of Nexus, for so long as Nexus continues to own shares of Class A Common Stock equal to or greater than Nexus’ Minimum Ownership Threshold, and Story3, for so long as Story3 continues to own shares of Class A Common Stock equal to or greater than Story3’s Minimum Ownership Threshold, shall be entitled to designate one (1) Board observer from time to time (each, an “Investor Observer”), and (ii) CHS shall be entitled to designate two (2) Board observers from time to time (each, a “CHS Observer” and together with the Investor Observers, the “Investor Majority Observers”) to attend (in-person, by telephone or by other communication equipment pursuant to Section 3.05 of the Bylaws) any regular or special meeting of the Board (or any relevant committees thereof), except that none of the Investor Majority Observers shall be entitled to vote on matters presented to or discussed by the Board (or relevant committee thereof) at any such matter meetings. The Investor Majority Observers shall be timely notified of the time and place of any meetings of the Board (or any relevant committee thereof) and will be given written notice (such notice to be delivered to the Investor Majority Observers contemporaneously with delivery of such notice to the Directors) of all proposed actions to be taken by the Board (or any relevant committee thereof) at such meeting as if the Observer(s) are present at Investor Majority Observers were Directors thereof; provided, however, that, each of the Investor Majority Observers shall enter into an agreement with the Company setting forth the rights and obligations of such meeting; Investor Majority Observers, which shall be on customary terms and conditions (iv) and shall include the right of each Observer agree of the Investor Majority Observers to keep all receive non-privileged information received or discussed in connection with their attendance at meetings of Issuer’s Board of Directors confidential on substantially regarding the same terms as set out in Section 11.8 (Confidentiality) of this AgreementCompany that would otherwise be available to the Directors, subject to confidentiality and non-use obligations); provided, further, thatthat notwithstanding anything to the contrary contained in this Section ‎12.06(b), notwithstanding the foregoingInvestor Majority Observers may be excluded from meetings (or a portion thereof) and materials provided to the Investor Majority Observers in connection with such meetings may be redacted to the extent that the Board (or any relevant committee thereof) reasonably determines that such exclusion or redaction is necessary to (A) preserve attorney-client privilege, each Observer shall be entitled to receive un-redacted copies or (B) avoid a conflict of interest between the interests of CHS, Nexus or Story3, as applicable, or any materials prepared by advisers appointed under of their respective Affiliates, on the Adviser Engagements which are made available to members one hand, and those of the Issuer’s Board of Directors regarding the potential sale or other disposal of shares or assets of the Parent Company or any of its Subsidiaries (includingSubsidiaries, regarding any discussionson the other hand; provided, negotiationsfurther, indications that such exclusion or redaction shall be limited to the portion of interest, offers, bids such meeting or proposals relating thereto) materials that is the basis for such exclusion or redaction and shall not extend to any portion of such meeting or materials that does not involve or pertain to such exclusion or redaction. Such notice shall describe in reasonable detail the nature and substance of the matters to be entitled discussed or voted upon at such meeting (or the proposed actions to participate be taken by written consent without a meeting). In the event any Investor Majority Observer is excluded from any meeting or portion thereof or is delivered any redacted information or materials related thereto, the Secretary of the Company shall promptly provide to such Investor Majority Observer a general description, which shall be true and correct in all material respects, of the matters discussed during such meeting or portion thereof at which such Investor Majority Observer was excluded and any discussionssuch redacted information or materials; provided that such description may exclude any information to the extent that the Board reasonably determines that such exclusion is necessary to (1) preserve attorney-client privilege or (2) avoid a conflict of interest between the interests of CHS, proposalsNexus or Story3, evaluations as applicable, or reviews relating thereto any of their respective Affiliates, on the one hand, and those of the Company or any of its Subsidiaries, on the other hand. Subject to the second proviso in the second sentence of this Section 12.06(b), the Investor Majority Observers shall have the right to receive all information provided to the Board (or any relevant committee thereof) in anticipation of or at such meeting (regular or special and whether telephonic, videoconference or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the Board members, and the Investor Majority Observers shall keep such materials and information confidential. Each of CHS, Nexus and Story3 shall have the right to replace its Investor Majority Observer at any meeting time. (c) The Investor Majority Observer rights set forth in Section 12.06(b) are in addition to, and do not limit, any rights provided in the New Credit Agreement; provided, however, that, for the avoidance of Issuer’s doubt, (i) each of Story3 and Nexus shall have the right to designate one (1) Board of Directorsobserver in total pursuant to this Agreement and the New Credit Agreement and (ii) CHS shall have the right to designate two (2) Board observers in total pursuant to this Agreement and the New Credit Agreement.

Board Observers. Until (a) For so long as the Obligations have been paid in fullStockholders are entitled to designate one or more Stockholder Nominees pursuant to Section 2.1, at any time following the Effective Time, the Lenders Stockholders shall have the right to appoint (a) two (2) observers designate an equal number of representatives to Issuer's Board act as a non-voting observer of Directors with the authority to attend and receive materials relating to (but not vote at) meetings of Issuer’s the Board of Directors and any Committee (collectivelyin each case, except to the “Observers” and extent excluded therefrom pursuant to Section 2.2(d)) (each, an a “Stockholder Board Observer”) ), as the number of Stockholder Nominees to be designated by which the Required Lenders; providedStockholders are so entitled to designate at such time, that, and the appointment rights total number of any Observer as contemplated above Stockholder Board Observers shall be on subsequently adjusted from time to time concurrently with any adjustment to the basis thatnumber of Stockholder Nominees that the Stockholders are entitled to so designate pursuant to Section 2.1(b). Notwithstanding anything in this Agreement to the contrary, and without limiting the generality of Section 2.2(f), each designee of the Stockholders to act as a non-voting observer of meetings of the Board and any Committee must be an Eligible Designee. (b) The Company agrees that each Stockholder Board Observer shall be entitled to attend, in a non-voting observer capacity, all meetings of the Board and any Committees (in each case, except to the extent excluded therefrom pursuant to Section 2.2(d)) for the purposes of permitting such Stockholder Board Observer to: (i) each such appointment shall continue (have current information with full rights respect to the affairs of substitution) until such time as there is the payment in full of all Obligations (other than inchoate indemnity obligations) at which point each such appointment shall terminate with immediate effect; Stockholders and the actions taken by the Board, (ii) provide, when requested, input and advice to the Board or Committee at such time with respect thereto, and (iii) consider and discuss, in his or her capacity as a stockholder of the Company, all Confidential Information received from the Company with the Stockholders. As a non-voting observer, any Stockholder Board Observer shall be provided with (concurrently with delivery to the Directors and in the same manner delivery is made to them) copies of all notices, minutes, consents, and all other materials received by or information (financial or otherwise) that are provided to the Directors with respect to a meeting or any Observer relating to any written consent in lieu of meeting of Issuer’s Board of Directors will exclude or (except to the extent containing such Stockholder Board Observer has been excluded therefrom pursuant to Section 2.2(d)). (c) In no event shall any information in relation Stockholder Board Observer (i) be deemed to any other matters) will be redacted in order to exclude, in each casea member of the Board or such Committees, (xii) have the right to vote on any matters related matter under consideration by the Board or such Committees or otherwise have any power to cause the rights ofCompany to take, and its obligations to, Lendersor not to take, any proposal received from the Lenders, the formulation of any proposal to be made to the Lenders or any advice given in respect of any of the foregoing and (y) any other matter which Issuer’s Board of Directors reasonably determines (acting in good faith) that there would beaction, or there is reasonably likely to be, a conflict of interest between the Lenders and the Credit Parties in disclosing such matter; (iii) in attending meetings of Issuer’s Board of Directorshave or be deemed to have, or otherwise be subject to, any Observer duties (fiduciary or otherwise) to the Company or its stockholders or any duties (fiduciary or otherwise) otherwise applicable to the Directors of the Company. (d) Notwithstanding anything to the contrary in this Agreement, the Company shall be required entitled, and does hereby expressly reserve the right, to recuse themselves withhold any materials or information and to exclude any Stockholder Board Observer from all or any portion of any meeting if and solely to the extent: (i) access to such materials or information or attendance at such meeting during would reasonably be expected to adversely affect the attorney-client privilege between the Company and its counsel; (ii) access to such materials or information or attendance at such meeting would reasonably be expected to result in disclosure of confidential supervisory information to the Stockholder Board Observer; (iii) the Stockholder Board Observer is a competitor of the Company, owns a material interest in a competitor of the Company or the Stockholder Board Observer has a material business or financial interest in the matter to be discussed by the Board or Committee; or (iv) such meeting is an executive session limited solely to independent director members or other directors of the Board, independent auditors, and/or legal counsel, as the Board may designate, or such Stockholder Board Observer would not meet the applicable standards for independence adopted by The NASDAQ Stock Market, or such other exchange on which the Company’s securities are then traded (assuming for purposes of the analysis that such Stockholder Board Observer were a member of Directors intend the Board). (e) Upon any reduction in the number of Stockholder Nominees required by ‎Section 2.1(b)(i) at any time following the Effective Time, the number of Stockholder Board Observers that the Stockholders have a right to discuss matters related designate under this ‎Section 2.2 shall be reduced by the same number of Stockholder Nominees that are required to resign pursuant to ‎Section 2.1(b)(ii) (and the rights ofStockholders shall designate which Stockholder Board Observers to remove in the case that the number of Stockholder Board Observers is reduced to one (1) or to two (2)), and its obligations to, Lenders, any proposal received from the Lenders, the formulation of any proposal to be made to the Lenders or any advice given all rights under this ‎Section 2.2 in respect of such Stockholder Board Observer(s) shall be terminated and be of no further force and effect, provided that ‎Section 2.6 shall survive any such termination. Once the number of Stockholder Board Observers has been reduced as a result in a reduction to the number of Stockholder Nominees, it will not subsequently be increased even if the Stockholders acquire Beneficial Ownership of additional Common Stock such that the number of Stockholder Nominees then serving on the Board is less than the number of Stockholder Nominees set forth opposite the Stockholder Nominee Ownership Threshold which represents the Stockholders’ Common Ownership Percentage at such time. (f) Notwithstanding anything in this Agreement to the contrary, the Board shall not be obligated to accept or recognize a Person as a Stockholder Board Observer for purposes of this Agreement if (i) such Person’s role as a Stockholder Board Observer would cause the Company to not be in compliance with applicable Law, (ii) such Person has been the subject of any event required to be disclosed pursuant to Items 2(d) or 2(e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K of the Securities Act (for the avoidance of doubt, excluding bankruptcies) involving an act of moral turpitude by such individual or is subject to any order, decree or judgment of any Governmental Entity prohibiting service as a director of any public company, (iii) such Person fails to complete reasonable and customary onboarding documentation, including providing reasonably required information to the Company, and executing a Board Observer and Confidentiality Agreement or other confidentiality agreement, in each case to the extent such requirements are consistent with those applicable to the other observers of the board of directors of the Company or (iv) such Person does not qualify as an Eligible Designee. In the event the Stockholders designate a Person that is not entitled to be designated as a Stockholder Board Observer as a result of a failure to satisfy any of the foregoing, or any other matter which the Issuer’s Board of Directors reasonably determines requirements described in clauses (acting in good faithi) that there would be, or there is reasonably likely to be, a conflict of interest between the Lenders and the Credit Parties in discussing such matter if the Observer(s) are present at such meeting; and through (iv) each of the immediately preceding sentence, the Stockholders will be permitted to designate a replacement Stockholder Board Observer agree (which replacement Stockholder Board Observer will also be subject to keep all information received or discussed in connection with their attendance at meetings of Issuer’s Board of Directors confidential on substantially the same terms as set out in Section 11.8 (Confidentiality) requirements of this Agreement; provided, further, that, notwithstanding the foregoing, each Observer shall be entitled to receive un-redacted copies of any materials prepared by advisers appointed under the Adviser Engagements which are made available to members of the Issuer’s Board of Directors regarding the potential sale or other disposal of shares or assets of the Parent or any of its Subsidiaries (including, regarding any discussions, negotiations, indications of interest, offers, bids or proposals relating thereto) and shall be entitled to participate in any discussions, proposals, evaluations or reviews relating thereto at any meeting of Issuer’s Board of DirectorsSection 2.2(f)).

Board Observers. Until At the Obligations have been paid request of GSO (for so long as GSO is a Lender hereunder), invite a representative of GSO to attend in full, a non-voting observer capacity all meetings of the Lenders shall have the right to appoint (a) two (2) observers to Issuer's Board of Directors of the Borrower and any meetings of any committees of the Board of Directors of the Borrower. The Borrower shall reimburse such representative for its reasonable and documented out-of-pocket expenses in connection with attending any such meetings, in a manner consistent with the authority Borrower’s reimbursement of similar expenses of the directors of the Borrower. Notice of any such meetings shall be given to attend the GSO Representative in the same manner and receive at the same time as is given to the members of the Board of Directors or committee members, as the case may be. The GSO Representative shall be provided with copies of all information (including a meeting agenda and board package, if any such materials relating are prepared) that is provided to such directors or committee members (but not vote whether prior to, at, or subsequent to any such meetings), at the same time as such materials are provided to such directors or committee members, and copies of the minutes (both drafts and final versions) of all meetings of Issuer’s such directors or committee members, concurrently with the distribution of such minutes to such directors or committee members. Notwithstanding anything to the contrary contained herein, in the event that (i) in the reasonable judgment of the Board of Directors of the Borrower, an issue is to be discussed at a meeting of such Board of Directors (collectivelyor material is to be distributed at such meeting) which is not appropriate to be discussed in the presence of (or provided to) GSO due to an actual or potential conflict of interest (including any matters related to this Agreement, the “Observers” and eachother Loan Documents or any transactions contemplated hereby), an “Observer”) to be designated by the Required Lenders; provided, that, the appointment rights of any Observer as contemplated above shall be on the basis that: (i) each such appointment shall continue (with full rights of substitution) until such time as there is the payment in full of all Obligations (other than inchoate indemnity obligations) at which point each such appointment shall terminate with immediate effect; or (ii) GSO’s attendance at such meeting (or receipt of material to be distributed at such meeting) may jeopardize, adversely affect or otherwise impair the materials received by attorney-client privilege or any Observer relating to any meeting of Issuer’s Board of Directors will exclude or (to the extent containing any information in relation to any other matters) will be redacted in order to excluderecognized accountant-client privilege, then, in each case, (x) any matters related the Borrower shall provide notice of such fact to GSO and GSO shall not have the rights of, and its obligations to, Lenders, any proposal received from the Lenders, the formulation of any proposal right to be made to the Lenders or any advice given participate in respect of any of the foregoing and (y) any other matter which Issuer’s Board of Directors reasonably determines (acting in good faith) that there would be, or there is reasonably likely to be, a conflict of interest between the Lenders and the Credit Parties in disclosing such matter; (iii) in attending meetings of Issuer’s Board of Directors, any Observer shall be required to recuse themselves from all or any portion of such meeting during which that involves the Board matters described in clauses (i) or (ii) above, and (y) the Borrower shall have the right to withhold from GSO all applicable board meeting material and copies of Directors intend to discuss matters related minutes with respect to the rights of, and its obligations to, Lenders, any proposal received from the Lenders, the formulation of any proposal to be made to the Lenders matters described in clauses (i) or any advice given in respect of any of the foregoing, or any other matter which the Issuer’s Board of Directors reasonably determines (acting in good faithii) that there would be, or there is reasonably likely to be, a conflict of interest between the Lenders and the Credit Parties in discussing such matter if the Observer(s) are present at such meeting; and (iv) each Observer agree to keep all information received or discussed in connection with their attendance at meetings of Issuer’s Board of Directors confidential on substantially the same terms as set out in Section 11.8 (Confidentiality) of this Agreement; provided, further, that, notwithstanding the foregoing, each Observer shall be entitled to receive un-redacted copies of any materials prepared by advisers appointed under the Adviser Engagements which are made available to members of the Issuer’s Board of Directors regarding the potential sale or other disposal of shares or assets of the Parent or any of its Subsidiaries (including, regarding any discussions, negotiations, indications of interest, offers, bids or proposals relating thereto) and shall be entitled to participate in any discussions, proposals, evaluations or reviews relating thereto at any meeting of Issuer’s Board of Directorsabove.

Board Observers. Until the Obligations have been paid in full, the Lenders shall have the right to appoint (a) two (2) observers to Issuer's Board of Directors with the authority to attend and receive materials relating to (but not vote at) meetings of Issuer’s Board of Directors (collectively, the “Observers” and each, an “Observer”) to be designated by the Required Lenders; provided, Each Obligor agrees that, the appointment rights of any Observer as contemplated above shall be on the basis that: (i) each such appointment shall continue (with full rights of substitution) until such time as there is the payment in full of all Obligations Obligations: (other than inchoate indemnity obligationsa) at which point Holdings shall allow the Agent the right to designate one representative (each such appointment a “Board Observer”) to attend and observe in meetings, whether telephonic or in-person, of the board of directors of Holdings (the “Board”), or any audit or compensation committees thereof, in each case with speaking rights, but in no event shall terminate with immediate effect; the Board Observer (i) be deemed to be a member of the Board or any committee thereof, (ii) except for the materials received by confidentiality obligations expressly set forth in this Section 8.15(b), have or be deemed to have, or otherwise be subject to, any Observer relating duties (fiduciary or otherwise) to any meeting of Issuer’s Board of Directors will exclude Holdings or its stockholders or subsidiaries, or (iii) have the right to propose, offer or vote on any motions or resolutions to the extent containing Board or any information in relation committee thereof or otherwise have power to cause Holdings to take, or not to take, any other mattersaction; provided that such right shall only be exercisable at any time the Agent or any of its Affiliates no longer owns any shares of common stock of Holdings. The Board (or an officer of Holdings acting on its behalf) will be redacted in order shall (i) give the Agent and each of the Lenders notice of all such meetings, at the same time as furnished to excludethe attendees, in each casedirectors, managers, officers, stockholders or members, as applicable, of the Board, (xii) provide to each Board Observer all notices, documents and information furnished to the members of the Board, whether at or in anticipation of a meeting, at the same time furnished to such directors, (iii) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the attendees of such meeting (if any), (iv) provide each Board Observer notice of the adoption of any matters material resolutions and other material actions taken by the Board, or any audit or compensation committees thereof, and (v) reimburse the Agent and each of the Lenders for all reasonable out of pocket expenses related to the rights offoregoing for their respective Board Observer (including, and its obligations towithout limitation, Lenders, any proposal received from the Lenders, the formulation of any proposal expenses relating to be made attending board meetings or other events pertaining to the Lenders Borrower that such Board Observer attends); provided, that the Borrower reserves the right to withhold information and to exclude the Board Observer from any meeting or any advice given in respect of any of portion thereof if the foregoing and (y) any other matter which Issuer’s Board of Directors reasonably determines (acting in good faithfaith (and, with respect to attorney-client privilege and conflicts of interest, advice of counsel) that there would be, or there such exclusion is reasonably likely necessary (i) to bepreserve the attorney-client privilege, (ii) to avoid a potential conflict of interest between the Lenders (which, without limitation shall include discussions regarding this Agreement and the Credit Parties in disclosing such matter; other Loan Documents) or (iii) in attending meetings of Issuer’s that such information is highly confidential or represents a trade secret. The Board of Directors, any Observer shall be required keep and maintain all information, notices, minutes, consents and other materials obtained pursuant to recuse themselves from all this Section 8.15 confidential in accordance with Section 8.14. The Obligors agree that none of the Obligors, their Affiliates or any portion member of such meeting during which the Board of Directors intend to discuss matters related to the rights of, and its obligations to, Lenders, any proposal received from the Lenders, the formulation of any proposal to be made to the Lenders or any advice given committee thereof shall be entitled to rely on any statements or views expressed by the Board Observer in respect of any of the foregoing, Board or any other matter which the Issuer’s committee meeting. The Board of Directors reasonably determines (acting in good faith) that there would be, or there is reasonably likely to be, a conflict of interest between the Lenders and the Credit Parties in discussing such matter if the Observer(s) are present at such meeting; and (iv) each Observer agree to keep all information received or discussed in connection with their attendance at meetings of Issuer’s Board of Directors confidential on substantially the same terms as set out in Section 11.8 (Confidentiality) of this Agreement; provided, further, that, notwithstanding the foregoing, each Observer shall be entitled to receive un-redacted copies indemnification and advancement of expenses from Holdings to the same extent provided by Holdings to its directors under its Organizational Documents as in effect upon consummation of the Business Combination. During the period of any materials prepared by advisers appointed under Board Observer’s appointment hereunder, and thereafter for the Adviser Engagements which are made available to members duration of the Issuer’s applicable statute of limitations, Holdings shall cause to be maintained in effect a policy of liability insurance coverage for such Board of Directors regarding the potential sale or other disposal of shares or assets of the Parent or any of its Subsidiaries Observer against 42 LEGAL02/45484786v145484786v6 (including, regarding any discussions, negotiations, indications of interest, offers, bids or proposals relating theretob) and The Board shall be entitled to participate in any discussions, proposals, evaluations or reviews relating thereto at any meeting of Issuer’s Board of Directorsmeet no fewer than three times per year.

Board Observers. Until (i) For so long as the Obligations have been paid in fullFounders continue to hold greater than 10% of the outstanding shares of Common Stock, the Lenders Shareholder Representative shall have the right to appoint three observers (athe “Observers”) to the Board who shall be reasonably acceptable to the Company. As of the Closing Date, the initial Observers shall be the Senior Executive Holders and one of the Founders designated by the Shareholder Representative, and at any time when the Shareholder Representative is only entitled to designate one person for nomination for election to the Board then the Observers shall include two of the Founders designated by the Shareholder Representative (2) observers to Issuer's Board of Directors with the authority any such Founder, a “Non-Executive Observer”). Each Observer shall be able to attend and receive materials relating to (but not vote at) observe all meetings of Issuer’s Board of Directors (collectively, the “Observers” and each, an “Observer”) to be designated by the Required LendersBoard; provided, thathowever, the appointment rights of any Observer as contemplated above shall be on the basis that: (i) each such appointment shall continue (with full rights of substitution) until such time as there is the payment in full of all Obligations (other than inchoate indemnity obligations) at which point each such appointment shall terminate with immediate effect; (ii) the materials received by any Observer relating to any meeting of Issuer’s Board of Directors will exclude or (to the extent containing any information in relation to any other matters) will be redacted in order to exclude, in each case, (x) any matters related to the rights of, and its obligations to, Lenders, any proposal received from the Lenders, the formulation of any proposal to be made to the Lenders or any advice given in respect of any of the foregoing and (y) any other matter which Issuer’s Board of Directors reasonably determines (acting in good faith) that there would be, or there is reasonably likely to be, only a conflict of interest between the Lenders and the Credit Parties in disclosing such matter; (iii) in attending meetings of Issuer’s Board of Directors, any Non-Executive Observer shall be required able to recuse themselves from all attend and observe any executive sessions of the Board or any portion committee of such meeting during which the Board. The Observers shall not have the right to vote on any matter that comes before the Board of Directors intend to discuss matters related or any committee thereof. Subject to the rights of, and its obligations to, Lenders, any proposal received from the Lenders, the formulation of any proposal to be made to the Lenders or any advice given in respect of any of the foregoing, or any other matter which the Issuer’s Board of Directors reasonably determines (acting in good faith) that there would be, or there is reasonably likely to be, a conflict of interest between the Lenders and the Credit Parties in discussing such matter if the Observer(s) are present at such meeting; and (iv) each Observer agree to keep all information received or discussed in connection with their attendance at meetings of Issuer’s Board of Directors confidential on substantially the same terms as set out in Section 11.8 (Confidentiality) of this Agreement; provided, further, that, notwithstanding the foregoingpreceding proviso, each Observer shall be entitled to receive un-redacted copies of all written materials, including copies of meeting minutes, of the Board or any materials prepared committee of the Board and shall receive oral or written notice of each meeting or action by advisers appointed under written consent of the Adviser Engagements which are made available Board and any committee of the Board (whether regularly scheduled or special) at the same time and in the same manner as oral or written notice is given to members of the Issuer’s Board of Directors regarding Board. (ii) Notwithstanding the potential sale or other disposal of shares or assets of foregoing, (A) the Parent or any of its Subsidiaries (including, regarding any discussions, negotiations, indications of interest, offers, bids or proposals relating thereto) and Company shall be entitled to participate withhold any information and exclude from any meeting, or any portion thereof, (1) any Observer if the Company reasonably determines that such withholding or exclusion is necessary to preserve the attorney-client privilege, or if the Company believes in good faith that the Observer has a conflict of interest, or (2) any discussionsObserver, proposalsother than the Non-Executive Observer, evaluations if the Company reasonably determines that such withholding or reviews relating thereto at any meeting exclusion is necessary to protect highly confidential information or for other similar reasons, and (B) the Observers shall execute a confidentiality agreement in form and substance reasonably acceptable to the Company with respect to the information and discussions to which the Observers will have access. (iii) The Company acknowledges and agrees that each Non-Executive Observer shall be treated in the same manner as other members of Issuer’s the Board in all respects, other than the right to vote, and shall be included in all meetings, dinners and events of Directorsthe Board as well as all press releases, pictures and other publicity regarding the Board or the Holder Designees. The Company shall enter into a consulting or other agreement with each Non-Executive Observer pursuant to which such Non-Executive Observer shall receive the same fees and stock awards as the other members of the Board; provided that such Non-Executive Observer shall not be deemed an employee of the Company.