Common use of Observers Clause in Contracts

Observers. One or more non-voting observers to the Board and/or its committees may be selected by the Shareholders. Any such observer shall hold such position until the observer’s successor is selected, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. The resignation is effective on its receipt by the Corporation or at a subsequent time as set forth in the notice of resignation. Subject to the provisions of any Shareholder Agreement, an observer may be removed, with or without cause, by the Shareholders, and thereupon the term of the observer who shall have been so removed shall forthwith terminate. Each observer shall be entitled to attend all meetings (including telephonic meetings) of the Board and the Board’s committees to which it has been granted observer rights. Each observer shall be entitled to receive (x) notices of all meetings of the Board and the Board’s committees to which it has been granted observer rights and (y) all information delivered to the members of the Board and the Board’s committees to which it has been granted observer rights in connection with such meetings, in each case to the extent and at the same time such notice and information is delivered to the members of the Board and its committees. Notwithstanding the foregoing, the Chairperson of the Board (if the office is filled) or the President & CEO shall (a) excuse any observer from any portion of a Board meeting or a meeting of its committees to the extent such observer’s participation in such meeting is reasonably likely to adversely affect the attorney/client privilege of the Corporation and its legal advisors and (b) withhold information from any observer delivered to the Board and the Board’s committees to which it has been granted observer rights prior to a meeting of the Board or, as the case may be, such committee, in each case if the Chairperson of the Board (if the office is filled) or the President & CEO believes there is a reasonable likelihood that the receipt of such information by the observer may adversely affect the attorney/client privilege of the Corporation and its legal advisors.

Observers. One or more Each Sponsor and MCK shall have the right, exercisable by delivering notice to the Company, to designate one (1) non-voting observers to the Board and/or its committees may be selected by the Shareholders. Any such observer shall hold such position until the observer’s successor is selected, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. The resignation is effective on its receipt by the Corporation or at a subsequent time as set forth in the notice of resignation. Subject to the provisions of any Shareholder Agreement, an observer may be removed, with or without cause, by the Shareholders, and thereupon the term of the observer who shall have been so removed shall forthwith terminate. Each observer shall be entitled to attend all meetings (including telephonic meetings) of the Board and the Board’s committees to which it has been granted observer rights. Each observer shall be entitled to receive (x) notices of all any meetings of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the Board’s committees to which it has been granted observer rights and (y) all information delivered to the members foregoing. Notice of meetings of the Board of Directors, the boards of directors and the Boardequivalent governing bodies of Echo’s Subsidiaries and any committees thereof shall be furnished (together with all materials to which it has been granted observer rights in connection with such meetings, in each case be provided to the extent Board of Directors) to each non-voting observer no later than, and at using the same time such form of communication as, notice and information is delivered to the members of meetings of the Board and its committees. Notwithstanding the foregoingof Directors, the Chairperson Board of Managers, the Board (if the office is filled) or the President & CEO shall (a) excuse boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any observer from any portion of a Board meeting or a meeting of its committees to the extent such observer’s participation in such meeting is reasonably likely to adversely affect the attorney/client privilege of the Corporation and its legal advisors and (b) withhold information from any observer delivered to the Board and the Board’s committees to which it has been granted observer rights prior to a meeting of the Board orthereof, as the case may be, that are furnished to the members of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echo, the Company or its Subsidiaries, as the case may be, shall be entitled to remove such committeeobserver from such portions of a meeting of the Board of Directors, the Board of Managers, the boards of directors or equivalent governing bodies of any of Echo’s Subsidiaries or any committees thereof, in each case if case, to the Chairperson extent such observer’s presence would be likely to result in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h) shall be permitted to attend any meeting of any of the Board (if of Directors, the office is filled) or boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the President & CEO believes there is a reasonable likelihood that foregoing, in each case, using the receipt same form of communication permitted for members of such information by the observer may adversely affect the attorney/client privilege Board of the Corporation Directors, boards of directors and its legal advisorsequivalent governing bodies of Echo’s Subsidiaries or any committees thereof.

Observers. One or more non-voting observers to the Board and/or its committees may be selected by the Shareholders. Any such observer shall hold such position until the observer’s successor is selected, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. The resignation is effective on its receipt by the Corporation or For so long as a Stockholder beneficially owns Voting Stock representing at a subsequent time as set forth in the notice of resignation. Subject to the provisions of any Shareholder Agreement, an observer may be removed, with or without cause, by the Shareholders, and thereupon the term least 5% of the observer who shall have been so removed shall forthwith terminate. Each observer outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall be entitled to appoint one individual to attend all and observe meetings of the Board or any committee thereof in a non-voting capacity (including telephonic meetingssuch individuals, “Observers”). The Observers will be permitted (i) to attend and participate at each meeting of the Board or any committee of which the Stockholder’s Director is a member, and (ii) to receive notice of each meeting of the Board and the Board’s committees to which it has been granted observer rights. Each observer shall be entitled to receive (x) notices such committee, each written consent in lieu of all meetings a meeting and copies of the Board and the Board’s committees to which it has been granted observer rights and (y) all information any materials delivered to the members of the Board and the Board’s committees to which it has been granted observer rights Directors in connection with such meetings, in each case to the extent and therewith at the same time and in the same manner that such notice and information is delivered such materials are provided to the members Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board pursuant to the terms and its committees. conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the foregoingObservers hereunder, the Chairperson Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (if the office is filled) or the President & CEO shall (a) excuse any observer from any portion of a Board meeting or a meeting of its committees to the extent such observer’s participation in such meeting is reasonably likely to adversely affect the attorney/client privilege of the Corporation and its legal advisors and (b) withhold information from any observer delivered to the Board and the Board’s committees to which it has been granted observer rights prior to a meeting of the Board or, as the case may be, such committee) shall be final and binding on the parties hereto, in and each case if Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Chairperson of the Board (if the office is filled) or the President & CEO believes there is a reasonable likelihood that the receipt of such information by the observer may adversely affect the attorney/client privilege of the Corporation and its legal advisorsCompany.

Observers. One or more non-voting observers (a) Prior to the Board and/or its committees may be selected by IPO, the Shareholders. Any such observer shall hold such position until the observer’s successor is selectedFS Entities, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. The resignation is effective on its receipt by the Corporation or at a subsequent time as set forth in the notice of resignation. Subject to the provisions of any Shareholder Agreementcollectively, an observer may be removed, with or without cause, by the Shareholders, and thereupon the term of the observer who shall have been so removed shall forthwith terminate. Each observer shall be entitled to attend have two observers in addition to the FS Director (the "FS -- Observers") at all regular and special meetings (including telephonic meetings) of the Board for so long as the --------- FS Entities, collectively, beneficially own Common Stock representing at least 7.5% of the outstanding Common Stock. (b) Prior to the IPO and solely for so long as needed by DLJ, upon the Board’s committees advice of counsel, to which it has been granted maintain its qualification as a "Venture Capital Operating Company" pursuant to Section 29 C.F.R. (S) 2510.3, the DLJ Parties, by vote of a majority of the outstanding Restricted Securities held by the DLJ Parties, shall be entitled to have one observer rights(the "DLJ Observer", and ------------ together with the FS Observers, the "Observers") at all regular and special --------- meetings of the Board for so long as the DLJ Parties, collectively, beneficially own (i) Restricted Securities representing at least 1.0% of the outstanding Common Stock or (ii) a majority in principal amount of the Notes. (c) The Company shall reimburse each Observer for out-of-pocket expenses, if any, relating to attendance at such meetings but only to the same extent that the Company reimburses the non-employee members of the Board for such attendance expenses. Each observer Observer shall be entitled to receive (x) notices the same notice of all meetings any such meeting as any director, and shall have the right to participate therein, but shall not have the right to vote on any matter or to be counted for purposes of determining whether a quorum is present thereat. In addition, each Observer shall have the right to receive copies of any action proposed to be taken by written consent of the Board and the Board’s committees to which it has been granted observer rights and (y) all information delivered to the members of the Board and the Board’s committees to which it has been granted observer rights in connection with such meetings, in each case to the extent and at the same time such notice and information is delivered to the members of the Board and its committeeswithout a meeting. Notwithstanding the foregoing, the Chairperson no action of the Board (if duly taken in accordance with the office is filled) laws of the State of Delaware, the Certificate of Incorporation and the By-Laws shall be affected by any failure to have provided notice to any Observer of any meeting of the Board or the President & CEO shall (a) excuse any observer from any portion taking of a Board meeting or a meeting of its committees to the extent such observer’s participation in such meeting is reasonably likely to adversely affect the attorney/client privilege of the Corporation and its legal advisors and (b) withhold information from any observer delivered to action by the Board and without a meeting. Any Observer may be required by the Board’s committees Board to which it has been granted observer rights prior to temporarily leave a meeting of the Board orif the presence of such Observer at the meeting at such time would prevent the Company from asserting the attorney-client or other privilege with respect to matters discussed before the Board at such time. The FS Entities agree to cause the FS Observers to keep any matters observed or materials received by them at any meeting of the Board strictly confidential. The DLJ Parties agree to cause the DLJ Observer to keep any matters observed or materials received by him or her at any meeting of the Board strictly confidential. (d) With respect to each committee of the Board for which ▇▇▇▇ or the FS Entities agrees in writing to waive its right set forth in Section 4.1(g) hereto, ▇▇▇▇ or the FS Entities, as the case may be, shall be entitled to have one observer at all meetings of such committeecommittee (provided that ▇▇▇▇ or the FS Entities, as the case may be, shall at such time be entitled to designate at least one director to the Board pursuant to Section 4.1 hereto). Each such observer shall be entitled to receive the same notice of any such meeting as any director that is a member thereof, and shall have the right to participate therein, but shall not have the right to vote on any matter or to be counted for purposes of determining whether a quorum is present thereat. In addition, each such observer shall have the right to receive copies of any action proposed to be taken by written consent of such committee without a meeting. Notwithstanding the foregoing, no action of the such committee duly taken in each case accordance with the laws of the State of Delaware, the Certificate of Incorporation and the By-Laws shall be affected by any failure to have provided notice to any observer of any meeting of such committee or the taking of action by such committee without a meeting. Any such observer may be required by such committee to temporarily leave a meeting of the committee if the Chairperson of the Board (if the office is filled) or the President & CEO believes there is a reasonable likelihood that the receipt presence of such information by observer at the observer may adversely affect meeting at such time would prevent the Company from asserting the attorney/-client or other privilege with respect to matters discussed before the committee at such time. ▇▇▇▇ agrees to cause any observer designated by it to keep any matters observed or materials received by him or her at any meeting of such committee strictly confidential. The FS Entities agree to cause the Corporation and its legal advisorsany observer designated by it to keep any matters observed or materials received by them at any meeting of such committee strictly confidential.

Observers. One The Board may from time to time provide for one or more Observers to participate in a non-voting observers to the Board and/or its committees may be selected by the Shareholders. Any such observer shall hold such position until the observer’s successor is selected, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. The resignation is effective on its receipt by the Corporation or capacity at a subsequent time as set forth in the notice of resignation. Subject to the provisions of any Shareholder Agreement, an observer may be removed, with or without cause, by the Shareholders, and thereupon the term of the observer who shall have been so removed shall forthwith terminate. Each observer shall be entitled to attend all meetings (including telephonic meetings) of the Board and the Board’s committees to which it has been granted observer rights. Each observer shall be entitled to receive (x) notices of all meetings of the Board and or any Committee thereof, as determined by the Board’s committees to which it has been granted observer rights and (y) all information delivered to the members of the Board and the Board’s committees to which it has been granted observer rights in connection with such meetings, in each case to the extent and at the same time such notice and information is delivered to the members of the Board and its committees. Notwithstanding the foregoing, any Observer may be excluded from access to only such portion of any Board meetings or the Chairperson portion of the Board (material relating thereto if the office is filled) or the President & CEO shall (a) excuse any observer from any portion applicable Board reasonably determines, in good faith, that such access would result in a material conflict of a Board meeting or a meeting of its committees interest due to the extent such observer’s participation in such meeting is reasonably likely to adversely affect relationship between the attorney/client privilege of the Corporation and its legal advisors and (b) withhold information from any observer delivered to the Board and the Board’s committees to which it has been granted observer rights prior to a meeting of the Board orCompany or applicable Subsidiary, as the case may be, and such committeeObserver or, upon advice of counsel to the Board, such exclusion is reasonably necessary to preserve the attorney-client privilege or other legal privilege so long as, in each case if case, such Observer is notified of such determination (it being understood and agreed that, subject to the Chairperson foregoing, the Company or such applicable Subsidiary will take reasonable steps to minimize any such exclusions). Notwithstanding any of the forgoing, at any time that Walgreens ceases to have a right to designate a Director to the Board pursuant to Section 5.1(c)(ii) above and does not already have a right to a representative serving as an Observer pursuant to any other arrangement with the Company, the Company shall invite a representative of Walgreens to attend all meetings of the Board (if or any Committee thereof as an Observer and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its Directors at the office is filled) or same time and in the President & CEO believes there is same manner as provided to such Directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a reasonable likelihood fiduciary manner with respect to all information so provided; and provided further, that the receipt of Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information by the observer may or attendance at such meeting could adversely affect the attorney/-client privilege of between the Corporation Company and its legal advisorscounsel or result in disclosure of trade secrets or a conflict of interest; and provided further, that, upon a Specified Walgreens Change in Control, such Observer shall not be entitled to attend meetings of any Committee or to receive copies of notices, minutes, consents, and other materials with respect thereto.

Observers. One or more non-voting The Board shall have the right (but not the obligation) to authorize observers (each an “Observer”, and collectively, the “Observers”) to attend any meeting of the Board, each Subsidiary Governing Body, and each committee of the Board and/or its committees may be selected by the Shareholders. Any and each Subsidiary Governing Body (each such observer shall hold such position until the observer’s successor is selectedmeeting, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. The resignation is effective on its receipt by the Corporation or at a subsequent time as set forth in the notice of resignation. Subject to the provisions of any Shareholder Agreement, an observer may be removed, with or without cause, by the Shareholders, and thereupon the term of the observer who shall have been so removed shall forthwith terminate“Meeting”). Each observer such Observer shall be entitled to attend all meetings (including telephonic meetings) participate in discussions of the Board and the Board’s committees to which it has been granted observer rights. Each observer any matters presented at any Meeting, but shall not be entitled to receive (x) notices vote on any such matters. NGR Management, or the applicable Subsidiary of NGR Management, shall give the Observers advance notice of all meetings of the Board Meetings and the Board’s committees all materials given to which it has been granted observer rights and (y) all information delivered to the members of the Board Board, any Subsidiary Governing Body and the Board’s committees to which it has been granted observer rights in connection with any such meetings, in each case to the extent and at the same time such notice and information is delivered to the members committee of the Board and its committeesany of them. Notwithstanding the foregoing, the Chairperson of (i) the Board or any Subsidiary Governing Body (if the office is filledor any committee of any of them) or the President & CEO shall (a) excuse may restrict any observer from Person’s attendance as an Observer at any portion of a Board meeting Meeting if the Board, any Subsidiary Governing Body (or any committee of any of them), as applicable, makes a meeting good faith determination, upon advice of outside legal counsel, that such Person has a conflict of interest with respect to the subject matter of such portion of the Meeting or that the attendance by such Person at such portion of the Meeting would cause NGR Management or any of its committees Subsidiaries to lose the extent such observer’s participation benefit of protection in such meeting is reasonably likely to adversely affect the attorney/client privilege respect of the Corporation and its legal advisors what would otherwise be privileged communications, and (bii) withhold information from the failure of any observer delivered Observer to the Board and the Board’s committees to which it has been granted observer rights prior to a attend any meeting of the Board orBoard, as any Subsidiary Governing Body or any committee of any of them shall not prevent any such Meeting from proceeding or otherwise affect the case may be, such committee, in each case if the Chairperson of the Board (if the office is filled) or the President & CEO believes there is a reasonable likelihood that the receipt validity of such information by the observer may adversely affect the attorney/client privilege Meeting or any actions taken at such Meeting. The right of the Corporation an Observer to observe Meetings is not Transferable or otherwise assignable to any other Person, and its legal advisorsany purported Transfer shall be void ab initio.

Observers. One The Board may from time to time provide for one or more Observers to participate in a non-voting observers capacity at meetings of the Board or any Committee thereof, as determined by the Board. Notwithstanding the foregoing, any Observer may be excluded from access to only such portion of any Board meetings or the portion of material relating thereto (i) to the extent a Director would similarly be excluded pursuant to this Agreement under the same facts and circumstances, or, (ii) if, upon advice of counsel to the Board, such exclusion is reasonably necessary to preserve the attorney-client privilege or other legal privilege so long as, in each case, such Observer is notified of such determination (it being understood and agreed that, subject to the foregoing, the Company or such applicable Subsidiary will take reasonable steps to minimize any such exclusions and to make alternative arrangements to provide access). Notwithstanding any of the forgoing, at any time that Walgreens ceases to have a right to designate a Director to the Board and/or its committees may be selected by pursuant to Section 5.1(c)(ii) above and does not already have a right to a representative serving as an Observer pursuant to any other arrangement with the Shareholders. Any such observer Company, the Company shall hold such position until the observer’s successor is selected, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. The resignation is effective on its receipt by the Corporation or at invite a subsequent time as set forth in the notice representative of resignation. Subject to the provisions of any Shareholder Agreement, an observer may be removed, with or without cause, by the Shareholders, and thereupon the term of the observer who shall have been so removed shall forthwith terminate. Each observer shall be entitled Walgreens to attend all meetings (including telephonic meetings) of the Board and the Board’s committees to which it has been granted observer rights. Each observer shall be entitled to receive (x) notices of all meetings of the Board and the Board’s committees to which it has been granted observer rights and (y) all information delivered to the members of the Board and the Board’s committees to which it has been granted observer rights in connection with such meetingsor any Committee thereof as an Observer and, in each case this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to the extent and its Directors at the same time and in the same manner as provided to such notice Directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information is delivered so provided (except that such Observer shall be permitted to share such information with Walgreens, subject to execution of a customary confidentiality agreement); and provided further, that, upon a Specified Walgreens Change in Control, such Observer shall not be entitled to attend meetings of any Committee or to receive copies of notices, minutes, consents, and other materials with respect thereto. Notwithstanding any of the forgoing, at any time Cigna has a right to designate a Director to the members Board pursuant to 5.1(c)(iv), Cigna may elect, at its sole discretion, to have an Observer in lieu of such designated Director for such period of time as Cigna may, in its sole discretion, determine, in which case the size of the Board shall be reduced by one (unless and until Cigna exercises its committees. Notwithstanding right to designate a Director) and the foregoing, the Chairperson Company shall invite a representative of Cigna to attend all meetings of the Board or any Committee thereof as an Observer and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its Directors at the same time and in the same manner as provided to such Directors; provided, however, that such representative shall agree to hold in confidence all information so provided (if the office is filled) or the President & CEO except that such Observer shall (a) excuse any observer from any portion be permitted to share such information with Cigna, subject to execution of a Board meeting or a meeting of its committees to the extent such observer’s participation in such meeting is reasonably likely to adversely affect the attorney/client privilege of the Corporation and its legal advisors and (b) withhold information from any observer delivered to the Board and the Board’s committees to which it has been granted observer rights prior to a meeting of the Board or, as the case may be, such committee, in each case if the Chairperson of the Board (if the office is filled) or the President & CEO believes there is a reasonable likelihood that the receipt of such information by the observer may adversely affect the attorney/client privilege of the Corporation and its legal advisorscustomary confidentiality agreement).

Observers. One or more non-voting observers to the Board and/or its committees may be selected by the Shareholders. Any such observer shall hold such position until the observer’s successor is selected, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. The resignation is effective on its receipt by the Corporation or at a subsequent time as set forth in the notice of resignation. Subject to the provisions of any Shareholder Agreement, an observer may be removed, with or without cause, by the Shareholders, and thereupon the term of the observer who shall have been so removed shall forthwith terminate. Each observer shall be entitled to attend all meetings (including telephonic meetings) of the Board and the Board’s committees to which it has been granted observer rights. Each observer shall be entitled to receive (x) notices of all meetings of the Board and the Board’s committees to which it has been granted observer rights and (y) all information delivered to the members of the Board and the Board’s committees to which it has been granted observer rights in connection with such meetings, in each case to the extent and at the same time such notice and information is delivered to the members of the Board and its committees. Notwithstanding the foregoing, the Chairperson of the Board (if the office is filled) or the President & CEO shall (a) excuse any observer from any portion of a Board meeting or a meeting of its committees to the extent such observer’s participation in such meeting is reasonably likely to adversely affect the attorney/client privilege of the Corporation and its legal advisors and (b) withhold information from any observer delivered to the Board and the Board’s committees to which it has been granted observer rights prior to a meeting of the Board or, as the case may be, such committee, in each case if the Chairperson of the Board (if the office is filled) or the President & CEO believes there is a reasonable likelihood that the receipt of such information by the observer may adversely affect the attorney/client privilege of the Corporation and its legal advisors.and

Observers. One (a) For so long as a Stockholder beneficially owns Voting Stock representing at least 5% of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall be entitled to appoint one individual to attend and observe meetings of the Board or more any committee thereof in a non-voting observers capacity (such individuals, “Observers”). The Observers will be permitted (i) to attend and participate at each meeting of the Board or any committee of which the Stockholder’s Director is a member, and (ii) to receive notice of each meeting of the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board pursuant to the terms and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or such committee) to breach its committees fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Company. (b) Any Observer appointed by the Charter Stockholder may be selected by the Shareholders. Any such observer shall hold such position until the observer’s successor is selected, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. The resignation is effective on its receipt by the Corporation or at a subsequent time as set forth in the notice of resignation. Subject to the provisions of any Shareholder Agreement, an observer may be removed, removed (with or without cause, ) from time to time and at any time by the ShareholdersCharter Stockholder upon notice to the Company, any Observer appointed by the Qurate Stockholder may be removed (with or without cause) from time to time and at any time by the Qurate Stockholder upon notice to the Company, and thereupon any Observer appointed by the term of Cerberus Stockholder may be removed (with or without cause) from time to time and at any time by the observer who shall have been so removed shall forthwith terminate. Each observer shall be entitled to attend all meetings (including telephonic meetings) of the Board and the Board’s committees to which it has been granted observer rights. Each observer shall be entitled to receive (x) notices of all meetings of the Board and the Board’s committees to which it has been granted observer rights and (y) all information delivered Cerberus Stockholder upon notice to the members of the Board and the Board’s committees to which it has been granted observer rights in connection with such meetings, in each case to the extent and at the same time such notice and information is delivered to the members of the Board and its committees. Notwithstanding the foregoing, the Chairperson of the Board (if the office is filled) or the President & CEO shall (a) excuse any observer from any portion of a Board meeting or a meeting of its committees to the extent such observer’s participation in such meeting is reasonably likely to adversely affect the attorney/client privilege of the Corporation and its legal advisors and (b) withhold information from any observer delivered to the Board and the Board’s committees to which it has been granted observer rights prior to a meeting of the Board or, as the case may be, such committee, in each case if the Chairperson of the Board (if the office is filled) or the President & CEO believes there is a reasonable likelihood that the receipt of such information by the observer may adversely affect the attorney/client privilege of the Corporation and its legal advisorsCompany.

Observers. One (a) For so long as a Stockholder beneficially owns Voting Stock representing at least 5% of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall be entitled to appoint one individual to attend and observe meetings of the Board or more any committee thereof in a non- voting capacity (such individuals, “Observers”). The Observers will be permitted (i) to attend and participate at each meeting of the Board or any committee of which the Stockholder’s Director is a member, and (ii) to receive notice of each meeting of the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer shall agree to maintain the confidentiality of all non-voting observers public information and proceedings of the Board pursuant to the terms and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or such committee) to breach its committees fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Company. (b) Any Observer appointed by the Charter Stockholder may be selected by the Shareholders. Any such observer shall hold such position until the observer’s successor is selected, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. The resignation is effective on its receipt by the Corporation or at a subsequent time as set forth in the notice of resignation. Subject to the provisions of any Shareholder Agreement, an observer may be removed, removed (with or without cause, ) from time to time and at any time by the ShareholdersCharter Stockholder upon notice to the Company, any Observer appointed by the Liberty Broadband Stockholder may be removed (with or without cause) from time to time and at any time by the Liberty Broadband Stockholder upon notice to the Company, and thereupon any Observer appointed by the term of Cerberus Stockholder may be removed (with or without cause) from time to time and at any time by the observer who shall have been so removed shall forthwith terminate. Each observer shall be entitled to attend all meetings (including telephonic meetings) of the Board and the Board’s committees to which it has been granted observer rights. Each observer shall be entitled to receive (x) notices of all meetings of the Board and the Board’s committees to which it has been granted observer rights and (y) all information delivered Cerberus Stockholder upon notice to the members of the Board and the Board’s committees to which it has been granted observer rights in connection with such meetings, in each case to the extent and at the same time such notice and information is delivered to the members of the Board and its committees. Notwithstanding the foregoing, the Chairperson of the Board (if the office is filled) or the President & CEO shall (a) excuse any observer from any portion of a Board meeting or a meeting of its committees to the extent such observer’s participation in such meeting is reasonably likely to adversely affect the attorney/client privilege of the Corporation and its legal advisors and (b) withhold information from any observer delivered to the Board and the Board’s committees to which it has been granted observer rights prior to a meeting of the Board or, as the case may be, such committee, in each case if the Chairperson of the Board (if the office is filled) or the President & CEO believes there is a reasonable likelihood that the receipt of such information by the observer may adversely affect the attorney/client privilege of the Corporation and its legal advisorsCompany.

Observers. One or more non-voting observers to the Board and/or its committees may be selected by the Shareholders(a) Sponsor Observer. Any Parent agrees that until such observer shall hold such position until the observer’s successor is selected, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. The resignation is effective on its receipt by the Corporation or at a subsequent time as set forth in the notice of resignation. Subject to the provisions of any Shareholder Agreement, an observer may be removed, with or without cause, by the Shareholders, Sponsor and thereupon the term its Affiliates no longer beneficially own at least 1% of the observer who outstanding shares of Parent Common Stock (“Sponsor Observer Termination Event”), Sponsor shall have been so removed shall forthwith terminate. Each observer shall be entitled the right, but not the obligation, to designate an individual (any such individual, the “Sponsor Observer”) to attend all meetings (including telephonic meetings) of the Board and the Board’s committees to which it has been granted observer rights. Each observer shall be entitled to receive (x) notices of all meetings of the Board in a non-voting, observer capacity. (b) Greensoil Director Nominee. Parent agrees that until such time as Greensoil and its Affiliates no longer beneficially own at least 1% of the outstanding shares of Parent Common Stock (“Greensoil Observer Termination Event”), Greensoil shall have the right, but not the obligation, to designate an individual (any such individual, the “Greensoil Observer”) to attend all meetings of the Board in a non-voting, observer capacity. (c) Process. Parent shall provide to each Designated Observer notice of any meetings of the Board’s committees to which it has been granted observer rights and (y) all information delivered , a copy of the meeting materials at the same time as provided to the members of the Board in their capacity as such, and shall provide each Designated Observer with the Board’s committees same rights to which expense reimbursement that it has been granted observer rights in connection with provides to the Designated Directors. Notwithstanding the above, each Designated Observer shall not be entitled to attend and otherwise participate in, and shall, to the extent applicable, waive notice of and recuse themselves from, such meetingsmeetings or portions thereof and shall not be entitled to receive any information, in each case (i) if Parent believes based on the good faith written advice of outside counsel that providing such information would violate applicable Law (in which case Parent shall notify Greensoil and/or Sponsor of such belief and Parent, Greensoil and/or Sponsor shall consult and cooperate in good faith in determining whether Parent is legally prohibited from providing such information to the extent and at the same time such notice and Designated Observer), or (ii) where Parent determines based upon good faith written advice from outside counsel that providing such information is delivered (A) would reasonably be expected to the members of the Board and its committees. Notwithstanding the foregoing, the Chairperson of the Board (if the office is filled) or the President & CEO shall (a) excuse any observer from any portion of a Board meeting or a meeting of its committees to the extent such observer’s participation in such meeting is reasonably likely to adversely affect the attorney/jeopardize an attorney- client privilege or cause a loss of attorney work product protection or (B) would violate a contractual confidentiality obligation to any third party; provided, that, Parent uses reasonable best efforts and cooperates in good faith with each Designated Observer to develop and implement reasonable alternative arrangements to provide each Designated Observer with the Corporation intended benefits of this Section 3.4. (d) No Fidiciary Duties. Parent acknowledges and agrees that each Designated Observer will not owe any fiduciary duties or any other similar obligations or duties, including in law or equity, to Parent, its legal advisors subsidiaries, or its stockholders and (b) withhold information from any observer delivered to may act at all times in the Board and the Board’s committees to which it has been granted observer rights prior to a meeting best interests of the Board orGreensoil or Sponsor, as the case may be, such committee, in each case if the Chairperson of the Board (if the office is filled) or the President & CEO believes there is a reasonable likelihood that the receipt of such information by the observer may adversely affect the attorney/client privilege of the Corporation and its legal advisorsrespectively.