Common use of Right to Exclude Clause in Contracts

Right to Exclude. Notwithstanding Section 3.1, the Chairman of the Board (the “Chairman”) shall have the right (in his reasonable discretion) to exclude any Board Observer from a portion of a meeting of the Board and withhold information pertaining to such portion of a meeting, if the Chairman determines in good faith that (i) such portion of the meeting relates to conflict of interest matters between the Company and the Investor, or (ii) the attendance of such Board Observer would violate any obligation of the Company to maintain the confidentiality of information discussed at such meeting, or could cause the Company to lose the protection of the attorney-client privilege or any other privilege that the Company would otherwise be entitled to assert. In the event the Chairman determines to exclude a Board Observer from a Board meeting, the Board shall provide notice to such Board Observer of such meeting, the portions thereof during which the Board Observer will be excluded, and the basis and reason the Chairman determined to exclude such Board Observer.