Common use of Board Observation Rights Clause in Contracts

Board Observation Rights. Cause Comvest (provided that, in the event that none of Comvest, its Affiliates and or Related Funds is a Lender, then the Lender with the then greatest Pro Rata Share of all of the Term Loan shall have the rights afforded to Comvest under this Section 5.13 and all references in this Section 5.13 to Comvest shall be deemed to be a reference to such Lender) to have the right to designate one representative, who shall: (a) receive prior notice (no later than such notice is given to the members of the board of directors (or other comparable body), the equityholders, and the committee members, as applicable) of all meetings (both regular and special) of the board of directors (or other comparable body) and of the equityholders of each Loan Party and each committee of any such board of directors (or other comparable body); (b) be entitled to attend (or, at the option of such representative, monitor by telephone) all such meetings; (c) receive all notices, information, reports and minutes of meetings, which are furnished (or made available) to the members of any such board of directors (or other comparable body) and/or committee and/or equityholders in their respective capacities as such at the same time and in the same manner as the same is furnished (or made available) to such members and equityholders; and (d) be entitled to participate in all discussions conducted at such meetings; provided, however, that if, and to the extent, an issue is to be discussed or otherwise arises at any meeting of the board of directors (or comparably body) of any Loan Party which, in the reasonable good faith judgment of such board of directors (or comparable body) is not appropriate to be discussed in the presence of such representative of Comvest in order to avoid a conflict of interest with respect to a material matter on the part of such non-voting observer or, upon and consistent with the advice of legal counsel to the Loan Parties, is necessary to preserve an attorney-client privilege with respect to any matter, then to the extent a discussion of such issue would cause such a conflict of interest or would result in the loss of such attorney-client privilege, such issue may be discussed without such representative of Comvest present, and such representative of Comvest may be excluded from distribution of applicable portions of related materials or related draft resolutions or consents. If any action is proposed to be taken by any such board of directors (or other comparable body), equityholders and/or committee by written consent in lieu of a meeting, the Parent and the Borrower shall give, or shall cause to be given, written notice thereof to such representative of Comvest, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered not later than the date upon which any member of any such board of directors (or other comparable body), equityholders and/or committee receives the same. The Parent and the Borrower shall furnish, or shall cause to be furnished, to such representative a copy of each such written consent not later than five (5) days after it has been signed by a sufficient number of signatories to make it effective. At least two times per Fiscal Year, Borrower shall hold a scheduled meeting of Borrower’s executive officers to review Borrower’s business and operations, and the rights of Comvest and each Lender, and the limitations thereon, set forth in this Section 5.13 with respect to meetings of Borrower’s board of directors shall apply mutatis mutandis with respect to each such meeting of Borrower’s executive officers.

Board Observation Rights. Cause Comvest (provided that, in For so long as the event that none of Comvest, its Affiliates and or Related Funds is a Lender, then the Lender with the then greatest Pro Rata Share of all of the Term Loan Obligations remain outstanding Agent shall have the rights afforded to Comvest under this Section 5.13 and all references in this Section 5.13 to Comvest shall be deemed to be a reference to such Lender) to have the right to designate one representative(1) representative (“Representative”) which Representative shall either be (i) a person employed by Agent or one of its Affiliates or (ii) any other person designated by the Agent and reasonably acceptable to the Borrower, who shall: (a) solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower, receive prior notice (no later than such notice is given to the members of the board of directors (or other comparable body), the equityholders, and the committee members, as applicable) of all meetings (both regular and special) of the board of directors or similar governing body (or other comparable bodythe “Governing Body”) and/or the holders of the Equity Interests of and of the equityholders of each Loan Party and each committee of any such board Governing Body of directors (i) each Loan Party, (ii) each of any Loan Party’s Subsidiaries, and (iii) each direct or other comparable body)indirect parent of any Loan Party; (b) solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower, be entitled to attend (or, at the option of such representativeRepresentative, monitor by telephone) all such meetings; (c) solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower, receive all notices, information, reports and minutes of meetings, which are furnished (or made available) to the members of any such board of directors (or other comparable body) Governing Body and/or committee and/or equityholders in their respective capacities as such holders of Equity Interests at or around the same time and in the same (in all material respects) manner as the same is furnished (or made available) to such members and equityholdersmembers; and (d) solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower, be entitled to participate in all discussions conducted at such meetings; provided, however, that if, and to the extent, an issue is to be discussed or otherwise arises at any meeting of the board of directors (or comparably body) of any Loan Party which, in the reasonable good faith judgment of such board of directors (or comparable body) is not appropriate to be discussed in the presence of such representative of Comvest in order to avoid a conflict of interest with respect to a material matter on the part of such non-voting observer or, upon and consistent with the advice of legal counsel to the Loan Parties, is necessary to preserve an attorney-client privilege with respect to any matter, then . Solely to the extent a discussion of such issue would cause such a conflict of interest or would result in the loss of such attorneyAgent has delivered written notice to Borrower that it elects to receive material non-client privilege, such issue may be discussed without such representative of Comvest presentpublic information, and such representative of Comvest may be excluded from distribution of applicable portions of related materials or related draft resolutions or consents. If notice has not been rescinded by Agent by written notice to the Borrower, if any action is proposed to be taken by any such board of directors (or other comparable body), equityholders Governing Body and/or committee by written consent in lieu of a meeting, the Parent and the Borrower Loan Parties shall give, or shall cause to be given, written notice thereof to such representative of Comvesteach Representative, which notice shall describe in reasonable detail the nature and substance of such proposed action before any such action is taken and shall be delivered in any event not materially later than the date upon which any member of any such board of directors (or other comparable similar governing body), equityholders ) and/or committee receives the same. The Parent Solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower Borrower, the Loan Parties shall furnish, or shall cause to be furnished, to such representative each Representative with a copy of each such written consent not later than five (5) days after it has been signed by a sufficient number of signatories to make it effective. At least two times per Fiscal Year, Borrower shall hold a scheduled meeting of Borrower’s executive officers to review Borrower’s business and operationsat or around the same time, and in the rights of Comvest same (in all material respects) manner as the same is furnished (or made available) to such members. The Loan Parties shall be required to reimburse Agent for its reasonable and each Lender, documented out-of-pocket costs and the limitations thereon, set forth in expenses under this Section 5.13 5.16 with respect to attending such board or committee meetings, which costs and expenses shall be reimbursed promptly upon submission of customary expense reports and documentation. For the avoidance of doubt, each Representative (x) shall not constitute a director and/or member of a board committee; (y) shall not be entitled to vote or consent on any matters presented by meetings of Borrowerthe Governing Body and/or committee or actions taken in lieu of a meeting; and (z) shall not be entitled to any rights other than those provided by this Section 5.16. The parties hereto agree that the Representative does not have a fiduciary duty or any other duties or responsibilities to the Loan Parties or any of their respective Affiliates. Subject to the first sentence of this Section 5.16, Agent may designate a new individual to serve as the Representative at any time and at its sole discretion. Notwithstanding the foregoing, the Representative shall not be entitled to receive materials relating to, or be in attendance for any discussions relating to, topics which, based upon the advice of counsel (i) the Representative’s board of directors shall apply mutatis mutandis access to such information or attendance for such discussion would reasonably be expected to terminate the attorney client privilege between any Loan Party or its Subsidiaries and its counsel, or (ii) concern the Loan Parties’ strategy or negotiations with respect to each the Loan Documents or otherwise would present a conflict of interest for such meeting of Borrower’s executive officersRepresentative or the Agent or the Lenders.

Board Observation Rights. Cause Comvest (provided thatAt the Agent’s election, in the event that none of Comvest, its Affiliates and or Related Funds is a Lender, then the Lender with the then greatest Pro Rata Share of all of the Term Loan shall have the rights afforded to Comvest under this Section 5.13 and all references in this Section 5.13 to Comvest which shall be deemed made for each Fiscal Quarter by providing written notice thereof to the Borrower at least thirty (30) days prior to the beginning of such Fiscal Quarter (or such shorter period agreed by the Borrower), the Agent shall be a reference to such Lender) to have the right entitled to designate one representativeobserver (the “Board Observer”) to attend in person (or, who shall: only in the case of BOD Meetings that other board members or observers are permitted to attend by telephone, by telephone) any regular or special meeting (aa “BOD Meeting”) receive prior notice of the board of directors of the Borrower (no later than such notice is given or any relevant committees thereof), except that the Board Observer shall not be entitled to the members of vote on matters presented to or discussed by the board of directors (or other comparable body)any relevant committee thereof) of the Borrower at any such meetings. For any Fiscal Quarter for which the Agent shall have made such election, the equityholders, Board Observer shall be timely notified of the time and the committee members, as applicable) place of any BOD Meetings and will be given written notice of all meetings (both regular and special) of proposed actions to be taken by the board of directors (or other comparable bodyany relevant committee thereof) and of the equityholders of each Loan Party and each committee of any such board of directors (or other comparable body); (b) be entitled to attend (or, at the option of such representative, monitor by telephone) all such meetings; (c) receive all notices, information, reports and minutes of meetings, which are furnished (or made available) to the members of any such board of directors (or other comparable body) and/or committee and/or equityholders in their respective capacities as such at the same time and in the same manner as the same is furnished (or made available) to such members and equityholders; and (d) be entitled to participate in all discussions conducted Borrower at such meetingsmeeting as if the Board Observer were a member thereof; provided, howeverthat, that if, and notwithstanding anything to the extentcontrary contained in this Section 6.9, an issue is the Board Observer may be excluded from meetings (or a portion thereof) and materials provided to the Board Observer in connection with such meetings may be discussed or otherwise arises at any meeting of redacted to the extent that the board of directors of the Borrower (or comparably bodyany relevant committees thereof) of any Loan Party which, in the reasonable good faith judgment of reasonably determines that such board of directors exclusion or redaction is necessary (a) to preserve attorney-client privilege or comparable body(b) is not appropriate to be discussed in the presence of such representative of Comvest in order to avoid a conflict of interest with respect between the interests of the Borrower or any of its Subsidiaries, as applicable, and those of the Agent or any Lender; provided, further, that such exclusion or redaction shall be limited to a material matter on the part portion of such non-voting observer or, upon meeting or materials that is the basis for such exclusion or redaction and consistent with the advice of legal counsel to the Loan Parties, is necessary to preserve an attorney-client privilege with respect shall not extend to any matter, then to the extent a discussion portion of such issue would cause such a conflict of interest meeting or would result in the loss of such attorney-client privilege, such issue may be discussed without such representative of Comvest present, and such representative of Comvest may be excluded from distribution of applicable portions of related materials that does not involve or related draft resolutions or consents. If any action is proposed to be taken by any such board of directors (or other comparable body), equityholders and/or committee by written consent in lieu of a meeting, the Parent and the Borrower shall give, or shall cause to be given, written notice thereof pertain to such representative of Comvest, which exclusion or redaction. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such proposed action and shall be delivered not later than the date upon which any member of any such board of directors meeting (or other comparable bodythe proposed actions to be taken by written consent without a meeting). In the event the Board Observer is excluded from any meeting or portion thereof or is delivered any redacted information or materials related thereto, equityholders and/or committee receives the same. The Parent and the Borrower shall furnishpromptly provide to the Board Observer a general description, or which shall cause to be furnished, to such representative a copy of each such written consent not later than five (5) days after it has been signed by a sufficient number of signatories to make it effective. At least two times per Fiscal Year, Borrower shall hold a scheduled meeting of Borrower’s executive officers to review Borrower’s business and operations, and the rights of Comvest and each Lender, and the limitations thereon, set forth in this Section 5.13 with respect to meetings of Borrower’s board of directors shall apply mutatis mutandis with respect to each such meeting of Borrower’s executive officers.be

Board Observation Rights. Cause Comvest Until such time as all Obligations (provided that, as defined in the event that none of ComvestMaster Security Agreement) have been paid in full, its Affiliates and or Related Funds is a Lender, then the Lender with Purchasers will be entitled to the then greatest Pro Rata Share of all following board observation rights (“Board Observation Rights”): the Company shall permit one representative of the Term Loan shall have the rights afforded Purchasers to Comvest under this Section 5.13 and attend all references in this Section 5.13 to Comvest shall be deemed to be a reference to such Lender) to have the right to designate one representative, who shall: (a) receive prior notice (no later than such notice is given to the members meetings of the board of directors (or other comparable body), the equityholders, and the committee members, as applicable) of all meetings (both regular and special) of the board Company (the “Board of directors (or other comparable bodyDirectors”) and of the equityholders of each Loan Party and each committee of any such board of directors (or other comparable body); (b) be entitled to attend (or, at the option of such representative, monitor by telephone) all such meetings; (c) receive all notices, information, reports and minutes of meetings, which are furnished (or made available) to the members of any such board of directors (or other comparable body) and/or committee and/or equityholders in their respective capacities as such at the same time and in the same manner as the same is furnished (or made available) to such members and equityholders; and (d) be entitled to participate in all discussions conducted at such meetings; provided, however, that if, and to the extent, an issue is to be discussed or otherwise arises at any meeting of the board of directors (or comparably body) of any Loan Party which, in the reasonable good faith judgment of such board of directors (or comparable body) is not appropriate to be discussed in the presence of such representative of Comvest in order to avoid a conflict of interest with respect to a material matter on the part of such non-voting observer orcapacity, upon which observation right shall include the ability to observe discussions of the Board of Directors, and consistent shall provide such representative with copies of all notices, minutes, written consents, and other materials that it provides to members of the advice Board of Directors, at the time it provides them to such members. The observation right may be exercised in person or via telephone or videophone participation. Each Purchaser agrees, on behalf of itself and any representative exercising the observation rights set forth herein, that so long as it shall exercise its observation right (i) it shall hold in strict confidence pursuant to a confidentiality and non-disclosure agreement (in form and substance satisfactory to each Purchaser) all information and materials that it may receive or be given access to in connection with meetings of the Board of Directors and to act in a fiduciary manner with respect to all information so provided (provided that this shall not limit its ability to discuss such matters with its officers, directors or legal counsel counsel, as necessary), and (ii) the Board of Directors may withhold from it certain information or material furnished or made available to the Loan Parties, is necessary to preserve an Board of Directors or exclude it from certain confidential “closed sessions” of the Board of Directors if the furnishing or availability of such information or material or its presence at such “closed sessions” would jeopardize such Company’s attorney-client privilege with respect to any matter, then to or if the extent a discussion Board of such issue would cause such a conflict of interest or would result in the loss of such attorney-client privilege, such issue may be discussed without such representative of Comvest present, and such representative of Comvest may be excluded from distribution of applicable portions of related materials or related draft resolutions or consents. If any action is proposed to be taken by any such board of directors (or other comparable body), equityholders and/or committee by written consent in lieu of a meeting, the Parent and the Borrower shall give, or shall cause to be given, written notice thereof to such representative of Comvest, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered not later than the date upon which any member of any such board of directors (or other comparable body), equityholders and/or committee receives the sameDirectors otherwise reasonably so requires. The Parent and the Borrower shall furnish, or shall cause to be furnished, to such representative a copy of each such written consent not later than five (5) days after it has been signed by a sufficient number of signatories to make it effective. At least two times per Fiscal Year, Borrower shall hold a scheduled meeting of Borrower’s executive officers to review Borrower’s business and operations, and the rights of Comvest and each Lender, and the limitations thereon, Board Observation Rights set forth in this Section 5.13 with respect to meetings shall automatically terminate and be of Borrower’s board no further force or effect upon the indefeasibly payment in full of directors shall apply mutatis mutandis with respect to each such meeting of Borrower’s executive officersall Obligations (as defined in the Master Security Agreement).

Board Observation Rights. Cause Comvest Agent and/or its designees (provided that, in the event that none of Comvest, its Affiliates and or Related Funds is a including any Lender, then the Lender with the then greatest Pro Rata Share of all of the Term Loan ) shall have the rights afforded to Comvest under this Section 5.13 and all references in this Section 5.13 to Comvest shall be deemed to be a reference to such Lender) to have right, on behalf of itself and/or the right to designate one representativeother Lenders, who shallto: (a) receive prior notice (no later than such notice is given to the members of the board of directors (or other comparable body), the equityholders, and the committee members, as applicable) of all meetings (both regular and special) of the board of directors (or other comparable body) and of and/or the equityholders equity holders of each Loan Party Credit Party, and each committee of any such board of directors (or other comparable body) (such notice to be delivered or mailed to Agent as specified in this Agreement at the same time as notice is given to the members of any such board of directors (or other comparable body) and/or committee and/or equity holders); (b) be entitled to attend all such meetings (ortelephonically or in person, at the option of such representative, monitor by telephoneAgent’s or its designee’s discretion) all such meetingsin a nonvoting capacity; and (c) receive all notices, information, reports and minutes of meetings, which are furnished (or made available) to the members of any such board of directors (or other comparable body) and/or committee and/or equityholders in their respective capacities as such equity holders at the same time and in the same manner as the same is furnished (or made available) to such members and equityholders; and (d) be entitled to participate in all discussions conducted at such meetings; provided, however, that if, and to the extent, an issue is to be discussed members. Each Credit Party shall provide Agent or otherwise arises at any meeting of the board of directors (or comparably body) its applicable designees with a copy of any Loan Party which, in the reasonable good faith judgment of such board of directors (or comparable body) action that is not appropriate to be discussed in the presence of such representative of Comvest in order to avoid a conflict of interest with respect to a material matter on the part of such non-voting observer or, upon and consistent with the advice of legal counsel to the Loan Parties, is necessary to preserve an attorney-client privilege with respect to any matter, then to the extent a discussion of such issue would cause such a conflict of interest or would result in the loss of such attorney-client privilege, such issue may be discussed without such representative of Comvest present, and such representative of Comvest may be excluded from distribution of applicable portions of related materials or related draft resolutions or consents. If any action is proposed to be taken by any such board of directors (or other comparable body), equityholders ) and/or committee by written consent in lieu of a meeting, the Parent and the Borrower shall give, or shall cause to be given, written notice thereof to such representative of Comvest, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered meeting not later than the date upon which any member of any such board of directors ten (or other comparable body), equityholders and/or committee receives the same. The Parent and the Borrower shall furnish, or shall cause to be furnished, to such representative a copy of each such written consent not later than five (510) days Business Days after it has been signed by a sufficient number of signatories to make it effective. At least two times per Fiscal YearAgent or, Borrower as applicable, Agent’s designees shall hold not constitute a scheduled meeting member of Borrower’s executive officers any such board of directors (or other comparable body) and/or committee and shall not be entitled to review Borrower’s business and operationsvote on any matters presented at meetings of any such board of directors (or other comparable body) and/or committee or to consent to any matter as to which the consent of any such board of directors (or other comparable body) and/or committee shall have been requested. Notwithstanding the foregoing, Agent, and or its designee may be excluded from receiving any such information and materials (or the rights of Comvest and each Lender, and relevant portions thereof) or from attending such meetings (or the limitations thereon, set forth in relevant portions thereof) pursuant to this Section 5.13 4.18 to avoid a conflict of interest, to protect attorney-client privilege or with respect to meetings of Borrower’s board of directors shall apply mutatis mutandis with respect to each such meeting of Borrower’s executive officershighly confidential information.

Board Observation Rights. Cause Comvest For so long as fifty percent (provided that50%) of the principal amount of the Note is outstanding, in the event that none Purchaser will be entitled to the following board observation rights (“Board Observation Rights”): The Company shall permit one representative of Comvest, its Affiliates and or Related Funds is a Lender, then the Lender with the then greatest Pro Rata Share of to attend all of the Term Loan shall have the rights afforded to Comvest under this Section 5.13 in-person and all references in this Section 5.13 to Comvest shall be deemed to be a reference to such Lender) to have the right to designate one representative, who shall: (a) receive prior notice (no later than such notice is given to the members telephonic meetings of the board of directors (or other comparable body), excluding any committee meetings of the equityholders, and the committee members, as applicable) Board of all meetings (both regular and specialDirectors) of the board Company (the “Board of directors (or other comparable bodyDirectors”) and of the equityholders of each Loan Party and each committee of any such board of directors (or other comparable body); (b) be entitled to attend (or, at the option of such representative, monitor by telephone) all such meetings; (c) receive all notices, information, reports and minutes of meetings, which are furnished (or made available) to the members of any such board of directors (or other comparable body) and/or committee and/or equityholders in their respective capacities as such at the same time and in the same manner as the same is furnished (or made available) to such members and equityholders; and (d) be entitled to participate in all discussions conducted at such meetings; provided, however, that if, and to the extent, an issue is to be discussed or otherwise arises at any meeting of the board of directors (or comparably body) of any Loan Party which, in the reasonable good faith judgment of such board of directors (or comparable body) is not appropriate to be discussed in the presence of such representative of Comvest in order to avoid a conflict of interest with respect to a material matter on the part of such non-voting observer orcapacity, upon which observation right shall include the ability to observe discussions of the Board of Directors, and consistent shall provide such representative with copies of all notices, minutes, written consents, and other materials that it provides to members of the advice Board of legal counsel Directors, at the time it provides them to such members. The observation right may be exercised in person or via telephone or videophone participation. The Lender agrees, on behalf of itself and any representative exercising the observation rights set forth herein, that so long as it shall exercise its observation right (i) it shall hold in strict confidence pursuant to a confidentiality and non-disclosure agreement (in form and substance satisfactory to the Loan PartiesLender) all information and materials that it may receive or be given access to in connection with meetings of the Board of Directors and to act in a fiduciary manner with respect to all information so provided (provided that this shall not limit its ability to discuss such matters with its officers, is necessary directors or legal counsel, as necessary), and (ii) the Board of Directors may withhold from it certain information or material furnished or made available to preserve an the Board of Directors or exclude it from certain confidential “closed sessions” of the Board of Directors if the furnishing or availability of such information or material or its presence at such “closed sessions” would jeopardize such Company’s attorney-client privilege with respect to any matter, then to or if the extent a discussion Board of such issue would cause such a conflict of interest or would result in the loss of such attorney-client privilege, such issue may be discussed without such representative of Comvest present, and such representative of Comvest may be excluded from distribution of applicable portions of related materials or related draft resolutions or consents. If any action is proposed to be taken by any such board of directors (or other comparable body), equityholders and/or committee by written consent in lieu of a meeting, the Parent and the Borrower shall give, or shall cause to be given, written notice thereof to such representative of Comvest, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered not later than the date upon which any member of any such board of directors (or other comparable body), equityholders and/or committee receives the sameDirectors otherwise reasonably so requires. The Parent and the Borrower shall furnish, or shall cause to be furnished, to such representative a copy of each such written consent not later than five (5) days after it has been signed by a sufficient number of signatories to make it effective. At least two times per Fiscal Year, Borrower shall hold a scheduled meeting of Borrower’s executive officers to review Borrower’s business and operations, and the rights of Comvest and each Lender, and the limitations thereon, Board Observation Rights set forth in this Section 5.13 with respect to meetings 6.17 shall automatically terminate and be of Borrower’s board no further force or effect upon the earlier of directors shall apply mutatis mutandis with respect to each such meeting (A) the indefeasibly payment in full of Borrower’s executive officersall Obligations (as defined in the Master Security Agreement) for indebtedness, or (B) until less than fifty percent (50%) of the principal amount of the Note is outstanding.

Board Observation Rights. Cause Comvest Each of Administrative Agent (provided that, in the event that none for so long as Administrative Agent or an Affiliate of Comvest, its Affiliates Administrative Agent are either Administrative Agent or a Lender) and CM Capital (for so long as CM Capital or Related Funds an Affiliate of CM Capital is a Lender, then the Lender with the then greatest Pro Rata Share of all of the Term Loan ) shall have the rights afforded to Comvest under this Section 5.13 and all references in this Section 5.13 to Comvest shall be deemed to be a reference to such Lender) to have the right to designate one representative, who shallits own representative to: (a) receive prior written notice (no later than such notice is given to the members of the board of directors (or other comparable body), the equityholders, and the committee members, as applicable) of all meetings (both regular and special) of the governing body (including any board of directors (or other comparable bodydirectors) and of the equityholders of each Loan Party and each committee thereof (such notice to be given in the same manner and at the same time as notice is given to the members of any such board of directors (or other comparable bodybody and/or committee); (b) be entitled to attend (or, at the option of such representative, monitor by telephone) all such meetings; and (c) receive all notices, information, information and reports and minutes of meetings, which are furnished (or made available) available to the members of any such board of directors (or other comparable body) body and/or committee and/or equityholders in their respective capacities as such at the same time and in the same manner as the same is furnished (or made available) available to such members and equityholders; and (d) members, except that these observers may be entitled excluded from access to participate in all discussions conducted at such meetings; provided, however, that if, and to the extent, an issue is to be discussed or otherwise arises at any meeting or portion thereof (as well as the distribution of materials and minutes related thereto) if the board of directors (or comparably body) of any applicable Loan Party which, determines in the reasonable good faith judgment of such board of directors (or comparable body) is not appropriate to be discussed in the presence of such representative of Comvest in order to avoid a conflict of interest with respect to a material matter on the part of such non-voting observer or, upon and consistent with the advice of legal in-house or outside counsel to the Loan Parties, that such exclusion is reasonably necessary to preserve an the attorney-client privilege with respect to any matter, then to the extent a discussion or if matters of such issue would cause such a conflict of interest to any Agent or would result in the loss of such attorney-client privilege, such issue may be discussed without such representative of Comvest present, and such representative of Comvest may be excluded from distribution of applicable portions of related materials or related draft resolutions or consentsLender are being discussed. If any action is proposed to be taken by any such board of directors (or other comparable body), equityholders body and/or committee by written consent in lieu of a meeting, the Parent and the Borrower shall givewill, upon Administrative Agent’s request, furnish or shall cause to be given, written notice thereof to furnished such representative of Comvest, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered not later than the date upon which any member of any such board of directors (or other comparable body), equityholders and/or committee receives the same. The Parent and the Borrower shall furnish, or shall cause to be furnished, to such representative with a copy of each such written consent not later than five (5) days promptly after it has been signed by become effective, unless the applicable Loan Party determines in good faith that such provision is reasonably likely to affect the attorney-client privilege upon advice of in-house or outside counsel or that such matter involves a sufficient number conflict of signatories interest with any Agent or Lender. Such representative shall not constitute a member of such body and/or committee and shall not be entitled to make it effective. At least two times per Fiscal Year, Borrower shall hold a scheduled meeting of Borrower’s executive officers to review Borrower’s business and operations, and the rights of Comvest and each Lender, and the limitations thereon, set forth in this Section 5.13 with respect to vote on any matters presented at meetings of Borrower’s board such body and/or committee or to consent to any matter as to which the consent of directors any such body and/or committee shall apply mutatis mutandis have been requested. The Loan Parties will pay (or reimburse) upon request by any such representative for all reasonable out-of-pocket expenses incurred by such representative in connection with respect to each attending such meeting of Borrower’s executive officersmeetings.

Board Observation Rights. Cause Comvest (provided thatUntil at least one of the Xxxxxxxxx Nominees has been appointed to the respective Boards of Directors of the Company and each Bank Entity pursuant to Section 5(a) above, Investor may designate a representative, reasonably acceptable to the Company Board of Directors, who shall be invited by the Company and each such Bank Entity to attend, in the event that none of Comvesta nonvoting observer capacity, its Affiliates and or Related Funds is a Lender, then the Lender with the then greatest Pro Rata Share of all of the Term Loan shall have the rights afforded to Comvest under this Section 5.13 and all references in this Section 5.13 to Comvest shall be deemed to be a reference to such Lender) to have the right to designate one representative, who shall: (a) receive prior notice (no later than such notice is given to the members of the board of directors (or other comparable body), the equityholders, and the committee members, as applicable) of all their respective Board meetings (both regular and special) of the board of directors (or other comparable body) and of the equityholders of each Loan Party and each committee of any such board of directors (or other comparable body); (b) be entitled to attend (orand, at the option of such Investor’s representative, monitor by telephone) all at each of the respective committees of the Boards of Directors of the Company and each Bank Entity for which such meetings; (c) receive Investor’s representative qualifies and, in that capacity, shall give such representative copies of all notices, informationminutes, reports consents, and minutes of meetings, which are furnished (or made available) other materials that it provides to the members of any such board of its directors (or other comparable body) and/or committee and/or equityholders in their respective capacities as such at the same time and in the same manner as the same is furnished (or made available) provided to such members and equityholders; and (d) be entitled to participate in all discussions conducted at such meetingsdirectors; provided, however, that ifsuch representative shall agree, in writing, on terms reasonably acceptable to the Company and the Bank, to hold in confidence and trust, all information so provided or to which such representative will have access while attending any such Board or committee meetings and to not make any use of any such information except for the extentsole and exclusive benefit of the Company and the Bank Entities, an issue is to be discussed or otherwise arises at the same extent as if such representative was a member of the Boards of Directors of the Company and such Bank Entities; and provided, further, that the Company and each such Bank Entity reserves the right (which it will exercise reasonably) to withhold any information and to exclude such representative from any meeting of or portion thereof if access to such information or attendance at such meeting (i) could adversely affect the board of directors (or comparably body) of any Loan Party which, in the reasonable good faith judgment of such board of directors (or comparable body) is not appropriate to be discussed in the presence of such representative of Comvest in order to avoid a conflict of interest with respect to a material matter on the part of such non-voting observer or, upon and consistent with the advice of legal counsel to the Loan Parties, is necessary to preserve an attorney-client privilege between the Company and/or the Bank Entity and its counsel, (ii) could result in disclosure of trade secrets or competitively sensitive information or create a conflict of interest, (iii) would give the Investor representative access to, or could result in the disclosure to such representative or to the Investor or any of its affiliates, of any non-public personal customer information or any financial or other records or data of or in the possession of any Bank Entity pertaining to any customers or prospective customers of any such Bank Entity, including with respect to any matterpast, then to present or future banking transactions between any Bank Entity and any such customer or prospective customer; or (iv) would give the extent a discussion of such issue would cause such a conflict of interest Investor representative access to, or would could result in the loss of such attorney-client privilege, such issue may be discussed without such representative of Comvest present, and such representative of Comvest may be excluded from distribution of applicable portions of related materials or related draft resolutions or consents. If any action is proposed to be taken by any such board of directors (or other comparable body), equityholders and/or committee by written consent in lieu of a meeting, the Parent and the Borrower shall give, or shall cause to be given, written notice thereof disclosure to such representative or his or her affiliates or to Investor or any of Comvestits affiliates, which notice shall describe in reasonable detail of or with respect to any communications (written or oral) from or to any federal or state banking authority or agency that has regulatory jurisdiction over the nature and substance Company or any such Bank Entity if the disclosure thereof to the Investor representative or to Investor or any of such proposed action and shall be delivered not later than the date upon which its affiliates would violate federal or state laws or government regulations or any member order, directive or instruction of any such board of directors (bank regulatory authority or other comparable body), equityholders and/or committee receives the same. The Parent and the Borrower shall furnish, or shall cause to be furnished, to such representative a copy of each such written consent not later than five (5) days after it has been signed by a sufficient number of signatories to make it effective. At least two times per Fiscal Year, Borrower shall hold a scheduled meeting of Borrower’s executive officers to review Borrower’s business and operations, and the rights of Comvest and each Lender, and the limitations thereon, set forth in this Section 5.13 with respect to meetings of Borrower’s board of directors shall apply mutatis mutandis with respect to each such meeting of Borrower’s executive officersagency.

Board Observation Rights. Cause Comvest (provided that, The Administrative Agent may in the event that none of Comvest, its Affiliates and or Related Funds is discretion from time to time designate a Lender, then the Lender with the then greatest Pro Rata Share of all representative of the Term Loan shall have Lenders (the rights afforded to Comvest under this Section 5.13 and all references in this Section 5.13 to Comvest shall be deemed to be a reference to such Lender“Board Observer”) to have the right act as its non-voting representative to designate one representative, who shall: (a) receive prior notice (no later than such notice is given to the members attend meetings of the board of directors managers or Board of Directors (or other comparable similar managing body)) of any Loan Party. Each Loan Party will (i) give advance notice to the Board Observer of all meetings of the managing body of such Loan Party and all proposals to such body for action without a board meeting, in accordance with the equityholdersbylaws of such Loan Party, (ii) allow such representative to attend all such meetings, in accordance with the bylaws of such Loan Party, and (iii) subject to the provisions of Section 10.17, and the committee members, as applicable) withholding of all meetings (both regular and special) any materials based on a conflict of interest that the board managing body of directors (or other comparable body) and of the equityholders of each such Loan Party believes in good faith exists between such Loan Party and each committee the Administrative Agent with respect to matters addressed by the materials in question, provide the Board Observer with copies of any all written materials distributed to such board of directors or managers (or other comparable similar body); (b) be entitled to attend (orin connection with such meetings or proposals for action without a meeting, at the option including, upon request of such representativeBoard Observer, monitor by telephone) all such meetings; (c) receive all notices, information, reports and minutes of meetingsprevious actions and proceedings, which are furnished (or made available) to the members of any provided that, such board of directors (or other comparable body) and/or committee and/or equityholders in their respective capacities as such at the same time and in the same manner as the same is furnished (or made available) to such members and equityholders; and (d) Board Observer shall not be entitled to participate in all any portion of discussions conducted at such meetings; provided, however, that if, and to the extent, an issue is to be discussed or otherwise arises at receive any meeting of the board of directors (or comparably body) of any Loan Party which, in the reasonable good faith judgment of such board of directors (or comparable body) is not appropriate to be discussed in the presence of such representative of Comvest in order to avoid a conflict of interest with respect portion materials directly relating to a material matter on refinancing of this Agreement or that relate to any legally privileged material. In the part of such event the Administrative Agent fails to designate a non-voting observer orrepresentative to attend meetings pursuant to this Section 5.14, upon and consistent with the advice of legal counsel each Loan Party will send materials that would otherwise be provided under this Section 5.14 to the Loan Parties, is necessary to preserve an attorney-client privilege Administrative Agent in compliance with respect to any matter, then to the extent a discussion of such issue would cause such a conflict of interest or would result in the loss of such attorney-client privilege, such issue may be discussed without such representative of Comvest present, and such representative of Comvest Section 10.1. The Board Observer may be excluded from distribution any portion of applicable portions any meeting and the Board Observer or the Administrative Agent, if no Board Observer has been designated, may be denied access to any portion of related any board materials if and to the extent (a) access to such information or related draft resolutions attendance at such meeting or consents. If portion thereof would adversely affect any action is proposed attorney- client privilege, (b) access to such information or attendance at such meeting or portion thereof could reasonably be taken by any such board expected to result in disclosure of directors trade secrets, (c) the Administrative Agent, the Loan Documents or other comparable body)material debt financing arrangements are the subject matter under discussion, equityholders and/or committee or (d) if prohibited by written consent Governmental Requirement, in lieu of a meetingeach case, to the Parent and extent that the Borrower shall give, or shall cause has promptly delivered to be given, written notice thereof the Administrative Agent for distribution to such representative the Lenders a statement of Comvest, which notice shall describe in reasonable detail the nature and substance an Authorized Officer of such proposed action and shall be delivered not later than the date upon which any member of any such board of directors (or other comparable body), equityholders and/or committee receives the same. The Parent and the Borrower shall furnish, or shall cause to be furnished, to certifying the basis on which such representative a copy of each such written consent not later than five (5) days after it has been signed by a sufficient number of signatories to make it effective. At least two times per Fiscal Year, Borrower shall hold a scheduled meeting of Borrower’s executive officers to review Borrower’s business and operations, and the rights of Comvest and each Lender, and the limitations thereon, set forth in this Section 5.13 with respect to meetings of Borrower’s board of directors shall apply mutatis mutandis with respect to each such meeting of Borrower’s executive officersmaterials are being withheld.

Board Observation Rights. Cause Comvest (provided that, The Administrative Agent may in the event that none of Comvest, its Affiliates and or Related Funds is discretion from time to time designate a Lender, then the Lender with the then greatest Pro Rata Share of all representative of the Term Loan shall have Lenders (the rights afforded to Comvest under this Section 5.13 and all references in this Section 5.13 to Comvest shall be deemed to be a reference to such Lender“Board Observer”) to have the right act as its non-voting representative to designate one representative, who shall: (a) receive prior notice (no later than such notice is given to the members attend meetings of the board of directors managers or Board of Directors (or other comparable similar managing body)) of any Loan Party. Each Loan Party will (i) give advance notice to the Board Observer of all meetings of the managing body of such Loan Party and all proposals to such body for action without a board meeting, in accordance with the equityholdersbylaws of such Loan Party, (ii) allow such representative to attend all such meetings, in accordance with the bylaws of such Loan Party, and (iii) subject to the provisions of Section 10.17, and the committee members, as applicable) withholding of all meetings (both regular and special) any materials based on a conflict of interest that the board managing body of directors (or other comparable body) and of the equityholders of each such Loan Party believes in good faith exists between such Loan Party and each committee the Administrative Agent with respect to matters addressed by the materials in question, provide the Board Observer with copies of any all written materials distributed to such board of directors or managers (or other comparable similar body); (b) be entitled to attend (orin connection with such meetings or proposals for action without a meeting, at the option including, upon request of such representativeBoard Observer, monitor by telephone) all such meetings; (c) receive all notices, information, reports and minutes of meetingsprevious actions and proceedings, which are furnished (or made available) to the members of any provided that, such board of directors (or other comparable body) and/or committee and/or equityholders in their respective capacities as such at the same time and in the same manner as the same is furnished (or made available) to such members and equityholders; and (d) Board Observer shall not be entitled to participate in all any portion of discussions conducted at such meetings; providedor receive any portion materials directly relating to a refinancing of this Agreement or that relate to any legally privileged material. In the event the Administrative Agent fails to designate a non-voting representative to attend meetings pursuant to this Section 5.14, howevereach Loan Party will send materials that would otherwise be provided under this Section 5.14 to the Administrative Agent in compliance with Section 10.1. The Board Observer may be excluded from any portion of any meeting and the Board Observer or the Administrative Agent, that ifif no Board Observer has been designated, may be denied access to any portion of any board materials if and to the extent, an issue is extent (a) access to be discussed such information or otherwise arises attendance at such meeting or portion thereof would adversely affect any meeting of the board of directors (or comparably body) of any Loan Party which, in the reasonable good faith judgment of such board of directors (or comparable body) is not appropriate to be discussed in the presence of such representative of Comvest in order to avoid a conflict of interest with respect to a material matter on the part of such non-voting observer or, upon and consistent with the advice of legal counsel to the Loan Parties, is necessary to preserve an attorney-client privilege with respect to any matter, then to the extent a discussion of such issue would cause such a conflict of interest or would result in the loss of such attorney-client privilege, such issue may be discussed without such representative of Comvest present, and such representative of Comvest may be excluded from distribution of applicable portions of related materials or related draft resolutions or consents. If any action is proposed to be taken by any such board of directors (or other comparable body), equityholders and/or committee by written consent in lieu of a meeting, the Parent and the Borrower shall give, or shall cause to be given, written notice thereof b) access to such representative of Comvest, which notice shall describe in reasonable detail the nature and substance of information or attendance at such proposed action and shall be delivered not later than the date upon which any member of any such board of directors (or other comparable body), equityholders and/or committee receives the same. The Parent and the Borrower shall furnish, or shall cause to be furnished, to such representative a copy of each such written consent not later than five (5) days after it has been signed by a sufficient number of signatories to make it effective. At least two times per Fiscal Year, Borrower shall hold a scheduled meeting of Borrower’s executive officers to review Borrower’s business and operations, and the rights of Comvest and each Lender, and the limitations thereon, set forth in this Section 5.13 with respect to meetings of Borrower’s board of directors shall apply mutatis mutandis with respect to each such meeting of Borrower’s executive officers.meeting

Board Observation Rights. Cause Comvest (provided that, in For so long as the event that none of Comvest, its Affiliates and or Related Funds is a Lender, then the Lender with the then greatest Pro Rata Share of all of the Term Loan Obligations remain outstanding Agent shall have the rights afforded to Comvest under this Section 5.13 and all references in this Section 5.13 to Comvest shall be deemed to be a reference to such Lender) to have the right to designate one representative(1) representative (“Representative”) which Representative shall either be (i) a person employed by Agent or one of its Affiliates or (ii) any other person designated by the Agent and reasonably acceptable to the Borrower, who shall: (a) solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower, receive prior notice (no later than such notice is given to the members of the board of directors (or other comparable body), the equityholders, and the committee members, as applicable) of all meetings (both regular and special) of the board of directors or similar governing body (or other comparable bodythe “Governing Body”) and/or the holders of the Equity Interests of and of the equityholders of each Loan Party and each committee of any such board Governing Body of directors (i) each Loan Party, (ii) each of any Loan Party’s Subsidiaries, and (iii) each direct or other comparable body)indirect parent of any Loan Party; (b) solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower, be entitled to attend (or, at the option of such representativeRepresentative, monitor by telephone) all such meetings; (c) solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower, receive all notices, information, reports and minutes of meetings, which are furnished (or made available) to the members of any such board of directors (or other comparable body) Governing Body and/or committee and/or equityholders in their respective capacities as such holders of Equity Interests at or around the same time and in the same (in all material respects) manner as the same is furnished (or made available) to such members and equityholdersmembers; and (d) solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower, be entitled to participate in all discussions conducted at such meetings; provided, however, that if, and to the extent, an issue is to be discussed or otherwise arises at any meeting of the board of directors (or comparably body) of any Loan Party which, in the reasonable good faith judgment of such board of directors (or comparable body) is not appropriate to be discussed in the presence of such representative of Comvest in order to avoid a conflict of interest with respect to a material matter on the part of such non-voting observer or, upon and consistent with the advice of legal counsel to the Loan Parties, is necessary to preserve an attorney-client privilege with respect to any matter, then . Solely to the extent a discussion of such issue would cause such a conflict of interest or would result in the loss of such attorneyAgent has delivered written notice to Borrower that it elects to receive material non-client privilege, such issue may be discussed without such representative of Comvest presentpublic information, and such representative of Comvest may be excluded from distribution of applicable portions of related materials or related draft resolutions or consents. If notice has not been rescinded by Agent by written notice to the Borrower, if any action is proposed to be taken by any such board of directors (or other comparable body), equityholders Governing Body and/or committee by written consent in lieu of a meeting, the Parent and the Borrower Loan Parties shall give, or shall cause to be given, written notice thereof to such representative of Comvesteach Representative, which notice shall describe in reasonable detail the nature and substance of such proposed action before any such action is taken and shall be delivered in any event not materially later than the date upon which any member of any such board of directors (or other comparable similar governing body), equityholders ) and/or committee receives the same. The Parent Solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower Borrower, the Loan Parties shall furnish, or shall cause to be furnished, to such representative each Representative with a copy of each such written consent not later than five (5) days after it has been signed by a sufficient number of signatories to make it effective. At least two times per Fiscal Year, Borrower shall hold a scheduled meeting of Borrower’s executive officers to review Borrower’s business and operationsat or around the same time, and in the rights of Comvest same (in all material respects) manner as the same is furnished (or made available) to such members. The Loan Parties shall be required to reimburse Agent for its reasonable and each Lender, documented out-of-pocket costs and the limitations thereon, set forth in expenses under this Section 5.13 5.16 with respect to attending such board or committee meetings, which costs and expenses shall be reimbursed promptly upon submission of customary expense reports and documentation. For the avoidance of doubt, each Representative (x) shall not constitute a director and/or member of a board committee; (y) shall not be entitled to vote or consent on any matters presented by meetings of Borrowerthe Governing Body and/or committee or actions taken in lieu of a meeting; and (z) shall not be entitled to any rights other than those provided by this Section 5.16. The parties hereto agree that the Representative does not have a fiduciary duty or any other duties or responsibilities to the Loan Parties or any of their respective Affiliates. Subject to the first sentence of this Section 5.16, Agent may designate a new individual to serve as the Representative at any time and at its sole discretion. Notwithstanding the foregoing, the Representative shall not be entitled to receive materials relating to, or be in attendance for any discussions relating to, topics which, based upon the advice of counsel (i) the Representative’s board of directors shall apply mutatis mutandis access to such information or attendance for such discussion would reasonably be expected to terminate the attorney client privilege between any Loan Party or its Subsidiaries and its counsel, or (ii) concern the Loan Parties’ strategy or negotiations with respect to each the Loan Documents or otherwise would present a conflict of interest for such meeting of Borrower’s executive officers.Representative or the Agent or the Lenders. Presto Credit Agreement 59

Board Observation Rights. Cause Comvest The holders of at least a majority of the voting power of the then outstanding shares of Series A Preferred Stock have a right to appoint (and replace) one (1) individual, and Safeguard shall have a right to appoint (and replace) one (1) individual, and Red Abbey Venture Partners (QP), LP shall have a right to appoint (and replace) one (1) individual (all such individuals, the “Observers”) to attend, at their own cost and expense, any meeting of the Board as long as the applicable Observer has executed a confidentiality agreement satisfactory to the Company, except that any Observer may be excluded from any presentation or discussion of any topic that would present an actual or apparent conflict of interest between the Company and such Observer or any affiliate of such Observer or any presentation or discussion involving material matters which, if provided thatto or attended by such Observer would, in the event reasonable opinion of counsel to the Company, jeopardize the attorney client privilege that none of Comvest, its Affiliates and or Related Funds is a Lender, then the Lender with the then greatest Pro Rata Share of all of the Term Loan shall have the rights would otherwise be afforded to Comvest under this Section 5.13 and all references in this Section 5.13 to Comvest such presentation or discussion. The Observers shall be deemed to be a reference to such Lender) to not have the right to designate one representative, who shall: (a) receive prior notice (no later than such notice is given vote on any matter presented to the members of Board. Subject to the board of directors (or other comparable body)restrictions set forth in this Section 4.3, the equityholders, and Company shall give the committee members, as applicable) of all meetings (both regular and special) of the board of directors (or other comparable body) and of the equityholders Observers notice of each Loan Party and each committee of any such board of directors (or other comparable body); (b) be entitled to attend (or, at the option of such representative, monitor by telephone) all such meetings; (c) receive all notices, information, reports and minutes of meetings, which are furnished (or made available) to the members of any such board of directors (or other comparable body) and/or committee and/or equityholders in their respective capacities as such meeting thereof at the same time and in the same manner as the same is furnished (members of the Board receive notice of such meetings, and the Company shall permit the Observers to attend as an observer at all meetings thereof and shall provide the Observers with all materials provided by the Company to the Board in connection with such meetings, subject to the confidentiality obligation above and the right of the Company to withhold such information to the extent that providing such information would present an actual or made available) apparent conflict of interest between the Company and such Observer or any affiliate of such Observer or to the extent that such information involves material matters which, if provided to such members and equityholders; and (d) be entitled to participate in all discussions conducted at such meetings; provided, however, that if, and to the extent, an issue is to be discussed or otherwise arises at any meeting of the board of directors (or comparably body) of any Loan Party whichObserver would, in the reasonable good faith judgment opinion of such board of directors (or comparable body) is not appropriate to be discussed in the presence of such representative of Comvest in order to avoid a conflict of interest with respect to a material matter on the part of such non-voting observer or, upon and consistent with the advice of legal counsel to the Loan PartiesCompany, is necessary to preserve an attorney-jeopardize the attorney client privilege with respect to any matter, then to the extent a discussion of such issue that would cause such a conflict of interest or would result in the loss of such attorney-client privilege, such issue may otherwise be discussed without such representative of Comvest present, and such representative of Comvest may be excluded from distribution of applicable portions of related materials or related draft resolutions or consents. If any action is proposed to be taken by any such board of directors (or other comparable body), equityholders and/or committee by written consent in lieu of a meeting, the Parent and the Borrower shall give, or shall cause to be given, written notice thereof afforded to such representative of Comvest, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered not later than the date upon which any member of any such board of directors (or other comparable body), equityholders and/or committee receives the same. The Parent and the Borrower shall furnish, or shall cause to be furnished, to such representative a copy of each such written consent not later than five (5) days after it has been signed by a sufficient number of signatories to make it effective. At least two times per Fiscal Year, Borrower shall hold a scheduled meeting of Borrower’s executive officers to review Borrower’s business and operations, and the rights of Comvest and each Lender, and the limitations thereon, set forth in this Section 5.13 with respect to meetings of Borrower’s board of directors shall apply mutatis mutandis with respect to each such meeting of Borrower’s executive officersinformation.

Board Observation Rights. Cause Comvest Capital II, L.P. (provided that, in the event that none of “Comvest, ”) or its Affiliates and or Related Funds is a Lender, then the Lender with the then greatest Pro Rata Share of all of the Term Loan designee shall have the rights afforded to Comvest under this Section 5.13 and all references in this Section 5.13 to Comvest shall be deemed to be a reference to such Lender) to have right, on behalf of the right to designate one representativeLenders, who shallto: (a) receive prior notice (no later than such notice is given to the members of the board of directors (or other comparable body), the equityholders, and the committee members, as applicable) of all meetings (both regular and special) of the board of directors (or other comparable body) and and/or the equity holders of each of the equityholders of each Loan Party Parties, as applicable, and each committee of any such board of directors (or other comparable body) (such notice to be delivered or mailed to Comvest as specified in Section 10.Q] of the Credit Agreement at the same time as notice is given to the members of any such board of directors (or other comparable body) and/or committee and/or equity holders but in no event later than two (2) Business Days prior to the date of such meeting); (b) be entitled to attend (or, at the option of such representative, monitor by telephone) all such meetings; (c) receive all notices, information, reports and minutes of meetings, which are furnished (or made available) to the members of any such board of directors (or other comparable body) and/or committee and/or equityholders in their respective capacities as such equity holders at the same time and in the same manner as the same is furnished (or made available) to such members and equityholdersmembers; and (d) be entitled to participate in all discussions conducted at such meetings; provided, however, that if, and to the extent, an issue is to be discussed or otherwise arises at any meeting of the board of directors (or comparably body) of any Loan Party which, in the reasonable good faith judgment of such board of directors (or comparable body) is not appropriate to be discussed in the presence of such representative of Comvest in order to avoid a conflict of interest with respect to a material matter on the part of such non-voting observer or, upon and consistent with the advice of legal counsel to the Loan Parties, is necessary to preserve an attorney-client privilege with respect to any matter, then to the extent a discussion of such issue would cause such a conflict of interest or would result in the loss of such attorney-client privilege, such issue may be discussed without such representative of Comvest present, and such representative of Comvest may be excluded from distribution of applicable portions of related materials or related draft resolutions or consents. If any action is proposed to be taken by any such board of directors (or other comparable body), equityholders ) and/or committee by written consent in lieu of a meeting, the Parent and the Borrower shall giveLoan Parties, or shall cause as applicable, will (if Comvest has then elected to be given, receive MNPI as provided in Section 4) give written notice thereof to such representative of ComvestComvest or its applicable designee, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered not later than the date upon which any member of any such board of directors (or other comparable body), equityholders ) and/or committee receives the same. The Parent and the Borrower shall furnish, Each Loan Party will furnish Comvest or shall cause to be furnished, to such representative its applicable designee with a copy of each such written consent not later than five (5) days after it has been signed by a sufficient number of signatories to make it effective. At least two times per Fiscal YearComvest or, Borrower as applicable, Comvest’s designee shall hold not constitute a scheduled meeting member of Borrower’s executive officers any such board of directors (or other comparable body) and/or committee and shall not be entitled to review Borrower’s business and operationsvote on any matters presented at meetings of any such board of directors (or other comparable body) and/or committee or to consent to any matter as to which the consent of any such board of directors (or other comparable body) and/or committee shall have been requested. The Loan Parties will reimburse Comvest or its designee, and the as applicable, for all reasonable out-of-pocket expenses incurred in connection with attending such meetings and/or exercising any rights of Comvest and each Lender, and the limitations thereon, under this Section 5. Nothing set forth in this Section 5.13 5 shall be deemed to apply or affect the rights of Comvest or any other affiliate of Comvest as an equity holder of any Loan Party. Notwithstanding the foregoing, if any Loan Party receives advice from legal counsel that there is a substantial risk that discussing a specified matter in the presence of a person who is not a member of its board of directors (or other comparable body), or sending specified board materials to such person, would result in such Loan Party’s loss of attorney-client privilege with respect to meetings a specified matter or create a conflict of Borrowerinterest, such Loan Party may exclude Comvest or, as applicable, Comvest’s designee from the portion of a board meeting where such matter will be discussed or exclude such board materials from the materials sent to Comvest or, as applicable, Comvest’s designee, or both, provided that such Loan Party shall promptly notify Comvest or, as applicable, Com vest’s designee that any exclusion from a board meeting or materials distributed to its board of directors shall apply mutatis mutandis with respect (or other comparable body) was effected to each such meeting preserve its attorney-client privilege or avoid conflicts of Borrower’s executive officersinterest.

Board Observation Rights. Cause Comvest (provided that, in the event that none of Comvest, its Affiliates and or Related Funds is a Lender, then the Lender with the then greatest Pro Rata Share of all of the Term Loan shall have the rights afforded to Comvest under this Section 5.13 and all references in this Section 5.13 to Comvest shall be deemed to be a reference to such Lender) to have the right to designate one representative, who shall: (a) receive prior notice (no later than such notice is given to the members of the board of directors (or other comparable body), the equityholders, and the committee members, as applicable) of all meetings (both regular and special) of the board of directors (or other comparable body) and of the equityholders of each Loan Party and each committee of any such board of directors (or other comparable body); (b) be entitled to attend (or, at the option of such representative, monitor by telephone) all such meetings; (c) receive all notices, information, reports and minutes of meetings, which are furnished (or made available) to the members of any such board of directors (or other comparable body) and/or committee and/or equityholders in their respective capacities as such at the same time and in the same manner as the same is furnished (or made available) to such members and equityholders; and (d) be entitled to participate in all discussions conducted at such meetings; provided, however, that if, and to the extent, an issue is to be discussed or otherwise arises at any meeting of the board of directors (or comparably body) of any Loan Party which, in the reasonable good faith judgment of such board of directors (or comparable body) is not appropriate to be discussed in the presence of such representative of Comvest in order to avoid a conflict of interest with respect to a material matter on the part of such non-voting observer or, upon and consistent with the advice of legal counsel to the Loan Parties, is necessary to preserve an attorney-client privilege with respect to any matter, then to the extent a discussion of such issue would cause such a conflict of interest or would result in the loss of such attorney-client privilege, such issue may be discussed without such representative of Comvest present, and such representative of Comvest may be excluded from distribution of applicable portions of related materials or related draft resolutions or consents. If any action is proposed to be taken by any such board of directors (or other comparable body), equityholders and/or committee by written consent in lieu of a meeting, the Parent and the Borrower shall give, or shall cause to be given, written notice thereof to such representative of Comvest, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered not later than the date upon which any member of any such board of directors (or other comparable body), equityholders and/or LEGAL02/39661241v2LEGAL02/39709302v6 committee receives the same. The Parent and the Borrower shall furnish, or shall cause to be furnished, to such representative a copy of each such written consent not later than five (5) days after it has been signed by a sufficient number of signatories to make it effective. At least two times per Fiscal Year, Borrower shall hold a scheduled meeting of Borrower’s executive officers to review Borrower’s business and operations, and the rights of Comvest and each Lender, and the limitations thereon, set forth in this Section 5.13 with respect to meetings of Borrower’s board of directors shall apply mutatis mutandis with respect to each such meeting of Borrower’s executive officers.