Common use of Board Observer Rights Clause in Contracts

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, whether in person, by telephone, or otherwise. The Company shall provide such representative the same notice of all such meetings and copies of all such meeting materials distributed to members of the Board concurrently with provision of such notice and materials to the Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded from access to any material or meeting or portion thereof if (A) the Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreement.

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for so So long as the Holders continue Initial Purchasers constitute the Required Holders, Holdco agrees to own any Warrant Shares or Additional Warrant Shares, insure that the Company Initial Purchasers shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, whether in person, by telephone, or otherwise. The Company shall provide such representative the same notice of all such meetings and receive copies of all such meeting materials notices, reports, written presentations, board papers, minutes of meetings of the board of directors (or comparable policy-making bodies) and other written information distributed to members of the board of directors (or comparable policy-making bodies) of Holdco or to the members of the executive or similar committee of the board of Holdco (collectively, “Board concurrently with provision Papers”) at the same time as such Board Papers are made available to the board for purposes of regular board meetings or to the members of the executive or similar committee of the board for purposes of such notice committee meetings. So long as the Initial Purchasers constitute the Required Holders, the Initial Purchasers shall have the right to designate a person to attend, and materials to the Board; providedparticipate and furnish advice in, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 meetings of the Credit Agreement board of directors (or comparable policy-making bodies) of Holdco and the executive or similar committee of the board of Holdco in person or telephonically as a non-voting observer (ii) may the “Board Observer”), and such person shall be excluded from access entitled to any material or meeting or portion thereof if (A) the Board determines participate in good faithdiscussions and consult with, with and make proposals and furnish advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, such board (or comparable policy-making bodies) and such meeting or portion thereof involves discussions regardingcommittee without voting, it being understood that the refinancing or restructuring of, or interpretation Initial Purchasers may from time to time change the identity of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Boardsuch observer. The Company observer attending board or committee meetings shall pay such representative’s be entitled to reimbursement from Holdco for reasonable and documented travel and other out-of-pocket expenses incurred in attending such board and committee meetings (including, without limitationplus VAT or the overseas equivalent). Notwithstanding the foregoing, the cost Board Observer may be excluded from any such meeting (or portion of airfaresuch meeting) or may not receive all or a portion of Board Papers relating to any such meeting where, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with good faith discretion of the Company’s policies board exercised on a case by case basis after consideration of reimbursing directors generally all relevant factors, it would not be appropriate because of a conflict of interest for such expenses. If it is proposed that any action be taken by written consent in lieu of Board Observer (as a meeting representative of the Board, the Company shall provide Initial Purchasers) to participate in such representative a copy of the written consent at the time such written consent is distributed meeting (or portion thereof) or to members of the Board. The representative shall be free to contact the members of receive the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant Papers relating to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreementsuch meeting (or portion thereof).

Board Observer Rights. At any time following Upon the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise occurrence of the Warrant an Event of Default and at all times thereafter until the Obligations (other than the Warrant Obligations and contingent indemnification obligations for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shareswhich no claim has been made) have been paid in full in cash, the Company Borrower and its Subsidiaries shall permit one authorized representative individual selected by the Lenders to represent all of the Holders Lenders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares“Observer”) to attend and participate observe (in the capacity of a non-voting observerbut not vote) in at all meetings of its Borrower’s (or any Subsidiary’s, as applicable) board of directors or similar governing body (the “Board”) or any committee thereof (each a “Committee”), whether in person, by telephone, telephone or otherwiseotherwise as requested by the Observer. The Company Borrower and such Subsidiaries shall provide such representative notify the Observer in writing at the same notice of all such meetings and copies of all such meeting materials distributed time as furnished to members of the applicable Board concurrently with provision or Committee of such notice and materials to the Board; provided, however, that such representative (i) shall hold all information the date and materials disclosed time for each general or delivered to special meeting of any such representative in confidence in accordance with but subject to the provisions of Section 16.15 of the Credit Agreement Board or Committee and (ii) may be excluded from access to the adoption of any material resolutions or meeting actions by any such Board or portion thereof if any such Committee by written consent (A) the Board determines describing, in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regardingreasonable detail, the refinancing nature and substance of such action). Borrower and each of its Subsidiaries shall concurrently deliver to the Observer all notices and any materials delivered to the official members of such Board or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) Committee in connection with such representative’s attendance at such meetings a meeting or action to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu consent, including a draft of a meeting of the Board, the Company shall provide such representative a copy of the any material resolutions or actions proposed to be adopted by written consent at the time such written consent is distributed to members of the Boardconsent. The representative Observer shall be free prior to such meeting or adoption by written consent to contact members of any applicable Board or Committee and discuss the members pending actions to be taken. Notwithstanding the foregoing, the Observer shall not be entitled to receive materials relating to, or be in attendance for any discussions relating to topics which (x) are subject to attorney client privilege, or (y) present a conflict of interest for the Observer. With respect to the Observer’s attendance at any such board meeting, or obtaining any materials of such meetings, the Observer shall execute a confidentiality agreement, in form and substance reasonably satisfactory to Borrower, and agree to be bound by the same duties of confidentiality as if the Observer were a member of the Board and discuss or Committee of Borrower or the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreementapplicable Guarantor.

Board Observer Rights. At any time following Lenders shall have the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior right to the exercise appoint an employee of the Warrant and at all times thereafter for so long Agent as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) to attend and participate (in the capacity of a non-voting observer) in observer to all meetings of its Boardthe board of directors of Borrower (the “Board Observer”), whether and, in personthis respect, by telephone, or otherwise. The Company Borrower shall provide such representative the same notice of all such meetings and Board Observer with copies of all such meeting notices, minutes, consents and other materials distributed provided to members of the Board concurrently with provision of such notice and materials to the Boardits directors; provided, however, that the Borrower reserves the right to withhold any Excluded Materials, and to exclude such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 Board Observer from any meeting of the Credit Agreement and (ii) may be excluded from access to any material or meeting board of directors or portion thereof if (Aa) attendance at such meeting would or is reasonably likely to, in the Board determines in good faith, with advice from legal opinion of Borrower’s counsel, that such exclusion is reasonably necessary to preserve adversely affect the attorney-client privilege between Borrower and its counsel, (b) attendance at such meeting could result in a conflict of interest between Agent, Lenders, the Board Observer or if their respective affiliates or representatives, on the one hand, and Borrower or its affiliates or representatives on the other concerning the financing transaction between Borrower, Agent and Lenders or other matters involving Lenders or their affiliates, (c) pursuant to the terms of a bona fide confidentiality agreement entered into by Borrower in good faith, Borrower is restricted from providing information relating thereto to Agent, Lenders or other third parties, (d) there is an executive session at any such representativemeeting and the board of directors of Borrower requests that the Board Observer be excluded from such executive session; provided, however, that clause (d) shall not prevent the Board Observer from attending any portion of such executive session relating to corporate strategy matters, including but not limited to financing, strategic acquisition and IPO matters, or (e) the Company’s access or board of directors determines in good faith attendance at such meeting (including an executive session relating to corporate strategy matters, including but not limited to financing, strategic acquisition and IPO matters) could materially and adversely affect the Board’s result in a breach of its fiduciary duties or under any applicable Requirement of Law. The rights set forth in this Section 6.12 will terminate upon the earliest to occur of (A) payment in full of the Obligations, (B) such material relates tothe consummation of a Change of Control or (C) the consummation of an IPO. Prior to attending any board meetings or receiving any materials relating thereto, Lenders shall cause the Board Observer to execute a confidentiality agreement with Mavenir and/or for the express and enforceable benefit of Mavenir having a term extending one (1) year beyond the Maturity Date or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session earlier full repayment of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 are in addition toLoan, and not in substitution ofotherwise on substantially similar terms to that certain Non-Disclosure Agreement, any other board observer rights granted to the Holdersdated as of July 18, including pursuant to the Credit Agreement2012, by and between Silver Lake Xxxxxxxx Management Company, L.L.C. and Mavenir.

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior Prior to the exercise of the Warrant Warrant, and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect deemed to mean holders of all the Warrant Warrants issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shareshereof) to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, whether in person, by telephone, or otherwise. The Company shall provide such representative the same notice of all such meetings and copies of all such meeting materials distributed to members of the Board concurrently with provision of such notice and materials to the Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded from access to any material or meeting or portion thereof if (A) the Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company Holders shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreement.

Board Observer Rights. At So long as St. Cloud Capital Partners, L.P. ("SCC") or any time following of its Affiliates are the date that there are no longer any amounts outstanding beneficial owners (as defined under Rule 13d-3 promulgated under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise 1934 Act) of at least 10% of the Warrant and at all times thereafter for so long Common Stock (as the Holders continue to own any Warrant Shares or Additional Warrant Sharesdetermined pursuaxx xx xxch Rule 13d-3), the Company shall give SCC written notice of each meeting of the Company's Board of Directors and each committee thereof at least at the same time and in the same manner as notice is given to the directors, and the Company shall permit one authorized a representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) SCC to attend and participate (in the capacity of a non-voting observer) in as an observer all meetings of its Boardthe Company's Board of Directors and all committees thereof; provided that in the case of telephonic meetings conducted in accordance with the Company's bylaws and applicable law, whether the SCC representative shall be given the opportunity to listen to such telephonic meetings; and provided, further, that the Company shall have the right to exclude the SCC representative from any portion of a meeting if, in personthe good faith judgment of the Company's counsel, by telephone, or otherwisethe inclusion of the SCC representative therein would result in the waiver of any applicable privilege. The Company SCC representative shall provide be entitled to receive all written materials and other information (including without limitation copies of meeting minutes) given to directors in connection with such representative meetings at the same notice of all time such meetings materials and copies of all such meeting materials distributed to members of the Board concurrently with provision of such notice and materials information are given to the Boarddirectors; provided, however, that such representative (i) the Company shall hold all have the right to provide information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 SCC representative if, in the good faith judgment of the Credit Agreement and (ii) may be excluded from access to any material or meeting or portion thereof if (A) the Board determines in good faith, with advice from legal Company's counsel, that the provision of such exclusion is reasonably necessary information to preserve the attorney-client privilege or if such representative’s access or attendance could materially and adversely affect SCC representative would result in the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation waiver of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expensesapplicable privilege. If it is proposed that the Company proposes to take any action be taken by written consent in lieu of a meeting of the Boardits Board of Directors or of any committee thereof, the Company shall provide such give written notice thereof to the SCC representative a copy and each of the written Company's directors prior to the effective date of such consent at describing in reasonable detail the time nature and substance of such written consent is distributed to members action. The Company shall pay the reasonable out-of-pocket expenses of the Board. The SCC representative shall be free to contact the members of the Board incurred in connection with attending such board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreementcommittee meetings.

Board Observer Rights. At any time following Each Qualifying Class B Securityholder will have the date that there are no longer any amounts outstanding under right to send one non-voting representative on its behalf (the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares"Observer") to attend and participate (all meetings of the Board, including all committees thereof, solely in the capacity of a non-voting observer) in all meetings observer capacity; provided, however, that each such Observer shall be reasonably acceptable to a majority of its Board, whether in person, by telephone, or otherwise. The Company shall provide such representative the same notice of all such meetings and copies of all such meeting materials distributed to members of the Board concurrently with provision elected by the holders of the Common Stock. The Company will furnish to the Observer copies of all notices, minutes, consents, board package materials and other materials that it generally makes available to its directors as and when such notice materials are provided to its directors. The Observer may participate in discussions of matters under consideration by the Board and materials any matters brought before any committee thereof but will not be entitled to vote on any matter presented to the Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 a majority of the Credit Agreement and (ii) may be excluded Board shall have the right, after deliberation in a closed session in which they can exclude the Observer, to exclude the Observer from access to any material or meeting or portion thereof if (A) portions of meetings of the Board determines in good faith, or any committee thereof or omit to provide the Observer with advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings certain information to the extent consistent with the Company’s policies that a majority of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance believe in good faith after consultation with counsel that such exclusion or omission is necessary in order to preserve any attorney-client privilege, attorney-work product privilege or other similar legal privileges or such attendance or distribution of doubtmaterials is otherwise prohibited by applicable law; provided, the Company acknowledges and agrees further, however, that the board observer Observer shall agree in writing pursuant to a confidentiality and nondisclosure agreement, prior to attending any such meetings or to being furnished any such written materials, to hold in confidence and trust and not use or disclose any confidential information provided to or learned by him in connection with his rights granted under this Agreement during the time the Observer has observation rights and thereafter. Each Qualifying Class B Securityholder will have the right to remove and replace its Observer in its sole discretion and to designate a substitute representative if such Observer is unable or unwilling to attend any of the Board's meetings, including any committees thereof. Each Qualifying Class B Securityholder shall be solely responsible for any expenses or charges incurred by its Observer in the performance of its duties as an Observer pursuant to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreement11.3.

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for so So long as the Holders continue Purchasers constitute the Required Holders, Holdco agrees to own any Warrant Shares or Additional Warrant Shares, insure that the Company Purchasers shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, whether in person, by telephone, or otherwise. The Company shall provide such representative the same notice of all such meetings and receive copies of all such meeting materials notices, reports, written presentations, board papers, minutes of meetings of the board of directors (or comparable policy-making bodies) and other written information distributed to members of the board of directors (or comparable policy-making bodies) of Holdco or to the members of the executive or similar committee of the board of Holdco (collectively, “Board concurrently with provision Papers”) at the same time as such Board Papers are made available to the board for purposes of regular board meetings or to the members of the executive or similar committee of the board for purposes of such notice committee meetings. So long as the Purchasers constitute the Required Holders, the Purchasers shall have the right to designate a person to attend, and materials to the Board; providedparticipate and furnish advice in, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 meetings of the Credit Agreement board of directors (or comparable policy-making bodies) of Holdco and the executive or similar committee of the board of Holdco in person or telephonically as a non-voting observer (ii) may the “Board Observer”), and such person shall be excluded from access entitled to any material or meeting or portion thereof if (A) the Board determines participate in good faithdiscussions and consult with, with and make proposals and furnish advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, such board (or comparable policy-making bodies) and such meeting or portion thereof involves discussions regardingcommittee without voting, it being understood that the refinancing or restructuring of, or interpretation Purchasers may from time to time change the identity of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Boardsuch observer. The Company observer attending board or committee meetings shall pay such representative’s be entitled to reimbursement from Holdco for reasonable and documented travel and other out-of-pocket expenses incurred in attending such 37 board and committee meetings (including, without limitationplus VAT or the overseas equivalent). Notwithstanding the foregoing, the cost Board Observer may be excluded from any such meeting (or portion of airfaresuch meeting) or may not receive all or a portion of Board Papers relating to any such meeting where, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with good faith discretion of the Company’s policies board exercised on a case by case basis after consideration of reimbursing directors generally all relevant factors, it would not be appropriate because of a conflict of interest for such expenses. If it is proposed that any action be taken by written consent in lieu of Board Observer (as a meeting representative of the Board, the Company shall provide Purchasers) to participate in such representative a copy of the written consent at the time such written consent is distributed meeting (or portion thereof) or to members of the Board. The representative shall be free to contact the members of receive the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant Papers relating to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreementsuch meeting (or portion thereof).

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for For so long as the Holders continue Notes are outstanding, Genaissance shall (i) give the Majority Purchasers written notice of each meeting of Genaissance’s Board of Directors and each committee thereof at least at the same time and in the same manner as notice is given to own any Warrant Shares or Additional Warrant Sharesthe directors, the Company and Genaissance shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) Majority Purchasers to attend and participate (in the capacity of a non-voting observer) in as an observer all meetings of its Board, whether Genaissance’s Board of Directors and all committees thereof; provided that in person, by telephone, or otherwise. The Company shall provide such representative the same notice case of all such telephonic meetings and copies of all such meeting materials distributed to members of the Board concurrently with provision of such notice and materials to the Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence conducted in accordance with but subject Genaissance’s bylaws and applicable law, the Majority Purchasers’ representative shall be given the opportunity to the provisions of Section 16.15 of the Credit Agreement listen to such telephonic meetings and (ii) cause its Board of Directors to hold meetings at least quarterly. The Majority Purchasers’ representative shall be entitled to receive all written materials and other information (including without limitation copies of meeting minutes) given to directors in connection with such meetings at the same time such materials and information are given to the directors. If Genaissance proposes to take any action by written action in lieu of a meeting of its Board of Directors or of any committee thereof, Genaissance shall give written notice thereof to the Majority Purchasers’ representative and each of Genaissance’s directors prior to the effective date of such written action describing in reasonable detail the nature and substance of such action. The Co-Borrowers shall jointly and severally pay the reasonable and documented out-of-pocket expenses of the Majority Purchasers’ representative incurred in connection with attending such board and committee meetings up to an aggregate of $5,000 per calendar year. Genaissance shall cause each of its Subsidiaries to provide to the Majority Purchasers the same rights with respect to such Subsidiary (including without limitation relating to notice of and attendance at meeting of the board of directors of such Subsidiary) as provided by Genaissance to the Majority Purchasers hereunder. Notwithstanding the foregoing or anything contained herein to the contrary, the Majority Purchasers’ representative may be excluded from access to any material or meeting or portion thereof if Genaissance’s Board of Directors or the board of directors of any subsidiary of Genaissance (Aor, in each case, any committee thereof) the Board determines in good faith, with advice from legal counsel, faith that such exclusion is reasonably necessary to preserve the Genaissance’s attorney-client privilege or if such representative’s access is required in order to comply with applicable securities laws, including Regulation FD. Notwithstanding anything herein or attendance could materially and adversely affect in the Board’s fiduciary duties other Transaction Documents to the contrary, Genaissance shall not provide any materials (except for the notices required under this Section 5.4, which notices to the Majority Purchasers shall have any material non-public information contained therein redacted by Genaissance prior to delivery to the Majority Purchasers) under this Section 5.4 to the Majority Purchasers unless the Majority Purchasers shall have either (x) notified Genaissance in writing of its desire to exercise its observer rights hereunder until further notice by the Majority Purchasers, or (By) specifically requested such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreementmaterials from Genaissance.

Board Observer Rights. At any time following Borrower’s option, each Agent shall have the date that there are no longer any amounts outstanding under the Credit Agreement right to designate (and therefore no board observation rights thereunderreplace from time to time), prior to and Borrower shall invite, one (1) representative (the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares“Lender Observer”) each to attend and participate (in the capacity of a non-voting observer) in all meetings of its BoardParent’s Board of Directors (and any committees thereof) in a nonvoting observer capacity and, whether in personthis respect, by telephone, or otherwise. The Company Parent shall provide such representative give the same notice of all such meetings and Lender Observer copies of all notices, minutes, consents and other material that Parent provides to its directors at the same time and in the same manner as provided to such meeting materials distributed directors. As a condition to members of becoming the Board concurrently with provision of such notice Lender Observer, the Lender Observer shall agree to hold in confidence and materials to the Boardtrust all information so provided; provided, howeverand provided further, that such representative (i) shall hold all Parent reserves the right to withhold information and materials disclosed or delivered to such representative in confidence in accordance with but subject to exclude the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded Lender Observer from access to any material or meeting or portion thereof if (A) the Board of Directors of Parent determines in good faithfaith after due deliberation (and, with respect to attorney-client privilege and conflicts of interest, advice from legal of counsel, ) that such exclusion is reasonably necessary (i) to preserve the attorney-client privilege or if (ii) to avoid a potential conflict of interest. The Lender Observer may participate in discussions of matters brought to the Board of Directors of Parent and, upon reasonable notice and at a scheduled meeting of such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, Board of Directors or such meeting or portion thereof involves discussions regardingother time, if any, may address such Board of Directors with respect to the refinancing or restructuring of, or interpretation of any legal matter regarding, Lender Observer’s concerns regarding significant business issues facing Borrower. Borrower shall reimburse the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s Lender Observer for all reasonable and documented out-of-pocket expenses (including, without limitation, incurred by the cost of airfare, meals and lodging) Lender Observer in connection with such representative’s attendance at each meeting of such Board of Directors and any committee meetings related thereto and any such reimbursement shall be paid to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it Lender Observer no later than comparable reimbursement is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed paid to members of the Board. The representative shall be free to contact the members of such Board of Directors. Borrower shall indemnify and hold the Board Lender Observer harmless from and discuss the proposed written consent. For the avoidance of doubtagainst any losses, the Company acknowledges claims, damages, liabilities and agrees that the board observer rights granted pursuant expenses to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted which Lender Observer may become to the Holders, including pursuant same extent and in the same manner to the Credit Agreementsame extent as if such Lender Observer were a director of Parent.

Board Observer Rights. At any time following Borrower’s option, each Agent shall have the date that there are no longer any amounts outstanding under the Credit Agreement right to designate (and therefore no board observation rights thereunderreplace from time to time), prior to and Borrower shall invite, one (1) representative (the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares“Lender Observer”) each to attend and participate (in the capacity of a non-voting observer) in all meetings of its BoardParent’s Board of Directors (and any committees thereof) in a nonvoting observer capacity and, whether in personthis respect, by telephone, or otherwise. The Company Parent shall provide such representative give the same notice of all such meetings and Lender Observer copies of all notices, minutes, consents and other material that Parent provides to its directors at the same time and in the same manner as provided to such meeting materials distributed directors. As a condition to members of becoming the Board concurrently with provision of such notice Lender Observer, the Lender Observer shall agree to hold in confidence and materials to the Boardtrust all information so provided; provided, howeverand provided further, that such representative (i) shall hold all Parent reserves the right to withhold information and materials disclosed or delivered to such representative in confidence in accordance with but subject to exclude the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded Lender Observer from access to any material or meeting or portion thereof if (A) the Board of Directors of Parent determines in good faithfaith after due deliberation (and, with respect to attorney-client privilege and conflicts of interest, advice from legal of counsel, ) that such exclusion is reasonably necessary (i) to preserve the attorney-client privilege or if (ii) to avoid a potential conflict of interest. The Lender Observer may participate in discussions of matters brought to the Board of Directors of Parent and, upon reasonable notice and at a scheduled meeting of such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, Board of Directors or such meeting or portion thereof involves discussions regardingother time, if any, may address such Board of Directors with respect to the refinancing or restructuring of, or interpretation of any legal matter regarding, Lender Observer’s concerns regarding significant business issues facing Borrower. Bxxxxxxx shall reimburse the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s Lender Observer for all reasonable and documented out-of-pocket expenses (including, without limitation, incurred by the cost of airfare, meals and lodging) Lender Observer in connection with such representative’s attendance at each meeting of such Board of Directors and any committee meetings related thereto and any such reimbursement shall be paid to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it Lender Observer no later than comparable reimbursement is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed paid to members of the Board. The representative shall be free to contact the members of such Board of Directors. Borrower shall indemnify and hold the Board Lender Observer harmless from and discuss the proposed written consent. For the avoidance of doubtagainst any losses, the Company acknowledges claims, damages, liabilities and agrees that the board observer rights granted pursuant expenses to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted which Lender Observer may become to the Holders, including pursuant same extent and in the same manner to the Credit Agreementsame extent as if such Lender Observer were a director of Parent.