Common use of Board Observer Clause in Contracts

Board Observer. (a) The Company shall ensure that, at any time from the Acquisition Closing Date, the holders of more than 50% of the aggregate principal amount of the outstanding Notes (including, without limitation, Additional Notes) shall have the right to appoint one non-voting observer (“Board Observer”) to the Board of Directors (the “Board”) of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, it being understood that (i) such Board Observer must have adequate legal and individual reputational capacity to serve as the Board Observer, as determined by the Company, acting reasonably, (ii) such Board Observer shall be entitled to receive all materials distributed to all members of the board of directors (and all members of each committee) in their capacity as such, (iii) such Board Observer will not have voting power but will be entitled to attend all meetings and to receive all information and notices provided to members of the board, subject to customary exceptions for privilege, confidentiality obligations and conflicts of interest, (iv) the Company will reimburse such Board Observer for all reasonable travel and other reasonable and documented out of-pocket expenses related to such Board Observer’s role or the performance of its duties as a Board Observer in the same manner as other members of the Board, (v) such Board Observer shall maintain the confidential nature of the information regarding the Company and its subsidiaries made available or provided to the Board Observer in connection with its role as such (such information, the “Board Information”) and not use any Board Information except solely within the scope of the Board Observer’s role as a Board Observer and not disclose the Board Information other than to such of its affiliates with a need to know the Board Information, in each case subject to exceptions to be agreed by the Company, acting reasonably, (vi) the Company will hold regular meetings of its Board and reasonable prior notice of the date of each such meeting will be provided by the Board Observer and (vii) such Board Observer shall be entitled to certain other rights reasonably acceptable to the Company (including the right to not partake in any of the above activities or receive any of the above information). (b) Upon redemption or repayment in full of the Notes or satisfaction, discharge or other termination of this Indenture and as long as warrants issued in connection with the offering as described in this offering circular remain outstanding, warrant holders shall have the right to appoint one Board Observer to the Board of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, subject to the conditions and requirements listed above.

Board Observer. (a) The Company shall ensure thatFrom the Closing Date and until the date the Sponsor Parties, at any time from including the Acquisition Closing Dateparties to the Interim Financing named on Schedule III, the holders members of more the Sponsor and their respective Permitted Transferees, in the aggregate, Beneficially Own less than 505% of the aggregate principal amount outstanding Holdco Ordinary Shares (after taking into account any securities of Holdco Beneficially Owned by the outstanding Notes (including, without limitation, Additional NotesSponsor Parties convertible into Holdco Ordinary Shares) shall have the right to appoint one non-voting observer (“Board Observer”) to the Board of Directors (the “BoardSponsor Sunset Date”) of ), the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, it being understood that (i) such Board Observer must have adequate legal and individual reputational capacity to serve as the Board Observer, as determined by the Company, acting reasonably, (ii) such Board Observer Sponsor shall be entitled to receive all materials distributed to all members of designate one (1) observer on the board of directors of Holdco (and all members of each committeethe “Holdco Board”) in their capacity as such, (iii) such Board Observer will not have voting power but will be entitled to attend all meetings and to receive all information and notices provided to members of the board, subject to customary exceptions for privilege, confidentiality obligations and conflicts of interest, (iv) the Company will reimburse such Board Observer for all reasonable travel and other reasonable and documented out of-pocket expenses related to such “Sponsor Board Observer’s role or the performance of its duties as a Board Observer in the same manner as other members of the Board, (v) such Board Observer shall maintain the confidential nature of the information regarding the Company and its subsidiaries made available or provided to the Board Observer in connection with its role as such (such information, the “Board Information”) and not use any Board Information except solely within the scope of the Board Observer’s role as a Board Observer and not disclose the Board Information other than to such of its affiliates with a need to know the Board Information, in each case subject to exceptions to be agreed by the Company, acting reasonably, (vi) the Company will hold regular meetings of its Board and reasonable prior notice of the date of each such meeting will be provided by the Board Observer and (vii) such Board Observer shall be entitled to certain other rights reasonably acceptable to the Company (including the right to not partake in any of the above activities or receive any of the above information). (b) Upon redemption or repayment in full The Sponsor Board Observer may resign at any time upon written notice to the Holdco Board. (c) The Sponsor shall have the exclusive right to designate the Sponsor Board Observer to fill any vacancies created by reason of the Notes death, removal or satisfactionresignation of a Sponsor Board Observer, discharge and Holdco shall take all reasonably necessary action to cause any such vacancy to be filled by a replacement Sponsor Board Observer as promptly as reasonably practicable. (d) ▇▇▇▇▇▇ agrees that it will invite the Sponsor Board Observer to attend, in a non-voting observer capacity, all meetings of the Holdco Board for the purposes of permitting the Sponsor Board Observer to have current information with respect to the affairs of Holdco and the actions taken by the board of directors; provided, that the Sponsor Board Observer may be excluded from all or any portion of any such meeting of the Holdco Board to the extent that the Holdco Board determines in good faith and upon the advice of counsel to Holdco that such exclusion is required to preserve the attorney-client privilege between Holdco and its counsel, or to the extent the respective interests of Holdco, on one hand, and the Sponsor, on the other termination hand, as to the matter(s) to be discussed or actions to be taken during such portion of this Indenture and as long as warrants issued such meeting of the Holdco Board, conflict or could be perceived to conflict (in connection with the offering as described in this offering circular remain outstanding, warrant holders good faith judgment of the Holdco Board). (e) In no event shall the Sponsor Board Observer: (i) be deemed to be a member of the Holdco Board or any committee thereof; (ii) have the right to appoint one vote on any matter under consideration by Holdco Board Observer or otherwise have any power to cause Holdco to take, or not to take, any action; or (iii) have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to Holdco or its shareholders or any duties (fiduciary or otherwise) otherwise applicable to the Board directors of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such BoardHoldco. As a non-voting observer, subject to the conditions proviso in Section 1.10(d), the Sponsor Board Observer will also be provided (concurrently with delivery to the directors of Holdco and requirements listed abovein the same manner delivery is made to them) copies of all notices, minutes, consents, and all other materials or information (financial or otherwise) that are provided to the directors with respect to a meeting or any written consent in lieu of meeting; provided, that the failure to deliver or make available one or more of the items described in this sentence shall not affect the validity of any action taken by the Holdco Board. (f) Notwithstanding anything to the contrary herein, prior to the Sponsor Board Observer being entitled to attend any meeting of the Holdco Board or receive the information specified in Section 1.10(e), the Sponsor Board Observer shall execute and deliver to Holdco a customary confidentiality agreement in form and substance reasonably satisfactory to Holdco.

Board Observer. (a) The Company shall ensure that, at any time from the Acquisition Closing Date, the holders of more than 50% of the aggregate principal amount of the outstanding Notes (including, without limitation, Additional Notes) Purchaser shall have the right to appoint one non-voting an observer to Maker’s board of directors (“Board Observer”) to the Board of Directors (the “Board”) of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company such person appointed by Purchaser from time to time that effectively functions as in accordance with this Section 5 being the “board” Observer”). The Observer shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇. If Purchaser ever wishes to appoint any replacement Observer, it shall submit the names of two qualified proposed individuals to Maker and Maker shall, within five (5) business after receiving such names, either choose one of those two individuals to be the replacement Observer or, if Maker determines, in its reasonable judgment, that either of the Company proposed Observer nominees has a conflict with the Company, notify Purchaser of its objection and request Purchaser to propose a replacement Observer nominee. Such right to appoint the Observer shall continue until Purchaser together with its affiliates own less than 16,259,285 shares of Maker’s common stock, as such number may be equitably adjusted to take into consideration any stock split, stock dividend, recapitalization or similar event (and for purposes of calculating such number of shares owned by Purchaser and its subsidiariesaffiliates, Purchaser shall be deemed to own (A) all shares of Maker’s common stock that it would own upon conversion of the Debenture excluding shares that would be received upon exercise of the warrants issued or issuable upon conversion of the Debenture and (B) all committees thereof shares of Maker’s common stock that its affiliate, Navy Capital Green Co-Invest, LLC, would own upon conversion of that Debenture of even date herewith in the principal amount of $4,504,457 executed by Maker in favor of Navy Capital Green Co-Invest, LLC excluding shares that would be received upon exercise of the warrants issued or acting in lieu issuable upon conversion of such Board, it being understood that debenture). For the avoidance of doubt (i) such Board the Observer must have adequate legal shall not be acting as a director and individual reputational capacity has no right to serve as vote on matters brought before the Board Observerboard of directors, as determined by has no fiduciary duties to the Companyshareholders of Maker, acting reasonably, and shall not be counted for purposes of establishing the presence of a quorum for a board of directors meeting; (ii) such Board the Observer shall be entitled to receive all copies of notices, minutes, consents and other materials distributed provided to all members of the board of directors (and all members of each committee) in their capacity as such, directors; (iii) such Board the Observer will not have voting power but will may be entitled excluded from discussions of certain matters or from receipt of materials if (a) the discussions or materials involve Purchaser or one of its affiliates, (b) the discussions or materials involve a company in which Purchaser or one of its affiliates maintains an investment or with respect to attend all meetings and to receive all information and notices provided to members of which Purchaser or the board, subject to customary exceptions for privilege, confidentiality obligations and conflicts Observer has a conflict of interest, or (c) the board of directors reasonably determines that the Observer’s attendance for such discussions or receipt of such materials would adversely affect the Maker’s attorney client privilege; (iv) the Company will Observer shall sign Maker’s standard form of non-disclosure agreement and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy; (v) that the Observer acknowledges that his name may appear in Maker’s publicly filed disclosure documents if required by law; and (vi) the Observer shall be required to complete applications, and provide personal information (possibly including fingerprints and photographs), if required by applicable licensing authorities related to Maker’s businesses. Maker shall reimburse such Board Observer Purchaser for all reasonable travel and other reasonable and documented out out-of-pocket expenses related to such Board actually incurred by the Observer in connection with the Observer’s role or attendance at meetings of the performance board of its duties as a Board Observer directors, in the same manner as other members of the Board, (v) such Board Observer shall maintain the confidential nature of the information regarding the Company and its subsidiaries made available or provided to the Board Observer in connection with its role as such (such information, the “Board Information”) and not use any Board Information except solely within the scope of the Board Observer’s role as a Board Observer and not disclose the Board Information other than to such of its affiliates with a need to know the Board Information, in each case subject to exceptions to be agreed by the Company, acting reasonably, (vi) the Company will hold regular meetings of its Board and reasonable prior notice of the date of each such meeting will be provided by the Board Observer and (vii) such Board Observer shall be entitled to certain other rights reasonably acceptable to the Company (including the right to not partake in any of the above activities or receive any of the above information)board are reimbursed. (b) Upon redemption or repayment in full of the Notes or satisfaction, discharge or other termination of this Indenture and as long as warrants issued in connection with the offering as described in this offering circular remain outstanding, warrant holders shall have the right to appoint one Board Observer to the Board of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, subject to the conditions and requirements listed above.

Board Observer. (a) The Following the Closing, and no later than 10 Business Days following the entry into a commercial agreement pursuant to the terms of Section 5.5 hereof, the Company shall ensure thatuse its reasonable best efforts to (1) identify, at any time from together with the Acquisition Closing DatePurchaser, the holders of more than 50% one authorized representative of the aggregate principal amount Purchaser who shall be acceptable to both the Company and the Purchaser, and (2) use its good faith efforts to seek the approval of the outstanding Notes (including, without limitation, Additional Notes) shall have the right Board to appoint one non-voting designate such representative as an observer (“Board Observer”) to the Board of Directors (the “BoardObserver”) ), who shall be, subject to the exceptions set forth below, invited to attend all meetings of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company Board and its subsidiaries, and all committees thereof or acting in lieu of such Board, it being understood that (i) such Board Observer must have adequate legal and individual reputational capacity to serve as the Board Observer, as determined by the Company, acting reasonably, (ii) such Board Observer connection therewith shall be entitled to receive copies of all notices, minutes, consents, and other materials distributed to all members of the board of directors (and all members of each committee) in their capacity as such, (iii) such Board Observer will not have voting power but will be entitled to attend all meetings and to receive all information and notices provided to members of the board, subject to customary exceptions for privilege, confidentiality obligations and conflicts of interest, (iv) that the Company will reimburse such Board Observer for all reasonable travel provides to its directors on the same terms and other reasonable and documented out of-pocket expenses related to such Board Observer’s role or the performance of its duties as a Board Observer in the same manner as provided to the other members of the Board (the “Board Documents”). The Observer may participate in discussions of matters brought before the Board, (v) such Board but shall in all other respects be a nonvoting observer. The Company shall have the right at its sole discretion to exclude the Observer shall maintain the confidential nature from any portion or all of any meeting of the information regarding Board, or withhold a portion of the Board Documents, on a case-by-case basis, if required by law or if the Board or any officer of the Company determines that exclusion of the Observer is reasonably necessary (i) to preserve the attorney-client privilege between the Company and its subsidiaries made available or provided counsel, (ii) to prevent disclosure of trade secrets to the Observer, or (iii) to prevent disclosure of any other information to the Observer, which information the Board or any officer of the Company reasonably believes would result in disclosure the Company is not prepared to disclose to any third party at such time. The Company and the Purchaser agree that upon the appointment of any such Observer, the Company and the Purchaser shall negotiate, and shall use good faith efforts to cause the Observer to enter into, a confidentiality agreement and any other agreements reasonably deemed necessary by the Company to approve the appointment of the Observer. Upon the resignation of any Observer, the Company and the Purchaser shall use their good faith efforts to appoint a replacement representative as Observer in connection accordance with its role as such (such information, the “Board Information”) and not use any Board Information except solely within the scope of the Board Observer’s role as a Board Observer and not disclose the Board Information other than to such of its affiliates with a need to know the Board Informationprocedures set forth above, in each case subject to exceptions to be agreed by the Company, acting reasonably, (vi) the Company will hold regular meetings within 30 calendar days of its Board and reasonable prior notice of the date of each any such meeting will be provided by the Board Observer and (vii) such Board Observer resignation. Purchaser shall be entitled to certain other rights reasonably acceptable to the Company (including maintain the right to not partake in any designate one Observer pursuant to this Section 5.4 only so long as it continues to hold at least fifty percent (50%) of the shares of Common Stock purchased at the Closing and any Observer shall lose all rights set forth above activities upon the sale by Purchaser of fifty percent (50%) or receive any more of the above information)shares of Common Stock purchased at the Closing. (b) Upon redemption or repayment in full of the Notes or satisfaction, discharge or other termination of this Indenture and as long as warrants issued in connection with the offering as described in this offering circular remain outstanding, warrant holders shall have the right to appoint one Board Observer to the Board of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, subject to the conditions and requirements listed above.

Board Observer. (a) The Company Borrower shall ensure that, at any time from the Acquisition Closing Date, the holders of more than 50% permit a single designee of the aggregate principal amount of Administrative Agent to be a board observer to the outstanding Notes Borrower (including, without limitation, Additional Notes) shall have the right to appoint one non-voting observer (“Board Observer”) to ). In such capacity, the Board of Directors (the “Board”) of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, it being understood that (i) such Board Observer must have adequate legal and individual reputational capacity to serve as the Board Observer, as determined by the Company, acting reasonably, (ii) such Board Observer shall be entitled to receive attend all regularly scheduled meetings of the Board, including but not limited to regularly scheduled meetings occurring each fiscal quarter, and may attend all other meetings of the Board of the Borrower by invitation. The Borrower shall ensure that the Board Observer is invited to each such meeting at the same time as each other member of the Board and that such Board Observer receives all board materials distributed at the same time as each other member of the Board (which board materials Administrative Agent shall share promptly with each Lender); provided that any such material may be redacted by ▇▇▇▇▇▇▇▇, and Borrower may exclude the Board Observer from meetings of the Board, (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, (ii) if such Board Observer is a competitor of the Company, (iii) in order to protect individually identifiable health information (as defined under HIPAA), or (iv) to the extent such materials or meetings relate to the executive committee or compensation audit committee; provided, further, that such redactions and the exclusion of the Board Observer are restricted so as to be only as extensive as is reasonably necessary in order to exclude or prevent access to the Board Observer to information described herein. If appointed, the Board Observer may resign or withdraw at any time, or, at the request of the Borrower or the Administrative Agent, be replaced by a designee of the Administrative Agent that is reasonably acceptable to the Borrower. (b) Without otherwise limiting the Administrative Agent’s and ▇▇▇▇▇▇▇’ right to expense reimbursement hereunder, the Borrower shall reimburse the Administrative Agent for all members reasonable and documented out-of-pocket expenses incurred by or on behalf of the Administrative Agent or the Board Observer in attending any in-person meetings of the board of directors (and all members of each committee) in their capacity as such, (iii) such Board Observer will not have voting power but will be entitled to attend all meetings and to receive all information and notices provided to members of the board, subject to customary exceptions for privilege, confidentiality obligations and conflicts of interest, (iv) the Company will reimburse such Board Observer for all reasonable travel and other reasonable and documented out of-pocket expenses related to such Board Observer’s role thereof or the performance of its duties as a Board Observer in the same manner as other members of the Board, (v) such Board Observer shall maintain the confidential nature of the information regarding the Company and its subsidiaries made available or provided to the Board Observer in connection with its role as such (such information, the “Board Information”) and not use any Board Information except solely within the scope of the Board Observer’s role as a Board Observer and not disclose the Board Information other than to such of its affiliates with a need to know the Board Information, in each case subject to exceptions to be agreed by the Company, acting reasonably, (vi) the Company will hold regular meetings of its Board and reasonable prior notice of the date of each such meeting will be provided by the Board Observer and (vii) such Board Observer shall be entitled to certain other rights reasonably acceptable to the Company (including the right to not partake in any of the above activities or receive any of the above information). (b) Upon redemption or repayment in full of the Notes or satisfaction, discharge or other termination of this Indenture and as long as warrants issued otherwise in connection with the offering as described in this offering circular remain outstanding, warrant holders shall have the right to appoint one Board Observer to the Board exercise of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, subject to the conditions and requirements listed abovetheir rights hereunder.

Board Observer. (aA) The Company Original Borrower and the Borrower (from the Effective Date only) shall ensure procure that, at any time all times from and including the Acquisition Closing Date (or the Effective Date, in the holders of more than 50% case of the aggregate principal amount Borrower) until and excluding the Effective Date in the case of the outstanding Notes Original Borrower or the SPAC Listing Date in the case of the Borrower (includingeach, without limitationthe “Relevant Time”), Additional Notes) shall have a representative of the right to appoint one non-voting observer Agent or the Original Lender (or the Arranger acting on its behalf), or Eleuthera SPC (the “Board Observer”) to the Board of Directors (the “Board”) of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, it being understood that (i) such Board Observer must have adequate legal and individual reputational capacity to serve as the Board Observer, as determined by the Company, acting reasonably, (ii) such Board Observer shall be entitled to receive attend each Board Meeting on behalf of the Lenders on the condition that the Board Observer shall attend Board Meetings as an observer only and shall not: (1) have any rights or liabilities in relation to the direction or conduct of any management of any member of the Group as a result of attending Board Meetings; or (B) be entitled to vote at, or count in the quorum for, any Board Meeting. At all materials distributed times during the Relevant Time, the Borrower and/or Original Borrower (as the case may be) shall procure that the Board Observer is given notice of Board Meetings: (1) as soon as reasonably practicable; (2) no later than the time that notice of the relevant Board Meeting is given to all members of the board of directors of the Borrower generally; (and all members 3) no later than the time that notice of each committeethe relevant Board Meeting is required to be given pursuant to the constitutional documents of the Borrower; and (4) in their capacity as suchany event, no later than 10 Business Days prior to the relevant Board Meeting (iiiunless the Chairman of the Board of Directors reasonably deems it important for the commercial interest of the Company to convene the Board Meeting earlier than this). (C) such At all times during the Relevant Time, the Borrower (or the Original Borrower, prior to the Effective Date) shall procure that the Board Observer will not have voting power but will be entitled to attend is supplied with a copy of all meetings and to receive all information and notices provided relevant board papers which are dispatched to members of the board, subject board of directors of the Borrower for the purposes of a Board Meeting generally at the same time as they are dispatched to customary exceptions for privilege, confidentiality obligations and conflicts those members of interest, the board of directors of the Borrower (iv) the Company will reimburse such Board Observer for all reasonable travel and other reasonable and documented out of-pocket expenses related to such Board Observer’s role or the performance of Original Borrower, as the case may be). (D) The Agent, the Original Lender (or the Arranger acting on its duties behalf) or Eleuthera SPC agree that as a condition to their representative acting as a Board Observer Observer, such person shall undertake to cooperate with the Borrower and fulfil any and all necessary formalities requested by the competent authorities or by applicable laws, as well as comply with any applicable laws, in each case as the same manner as other members of the Board, (v) such Board Observer shall maintain the confidential nature of the information regarding the Company and its subsidiaries made available or provided apply to the Board Observer in connection with its role as such (such information, the “Board Information”) and not use any Board Information except solely within the scope of the Board Observer’s their role as a Board Observer and not disclose the Board Information other than to such of its affiliates with a need to know the Board InformationObserver, in each case subject to exceptions all cases during the Relevant Time only. (E) Notwithstanding the foregoing, where the Borrower’s (or Original Borrower’s) board of directors resolve, acting reasonably and in good faith, that a matter to be agreed by discussed gives rise to an actual bona fide conflict of interest between the CompanyLenders and the Borrower (or, acting reasonablyprior to the Effective Date, (vi) the Company will hold regular meetings of its Board and reasonable prior notice of the date of each such meeting will be provided by Original Borrower), the Board Observer may be excluded from the part of the meeting (and from the distribution list for any such associated written materials) where the matter giving rise to such conflict of interest is discussed, in all cases during the Relevant Time only. (viiF) such Notwithstanding any other term in this Clause 18.8 (Board Observer shall be entitled Observer), on and from the SPAC Listing Date, if the Parties are unable to certain other rights reasonably acceptable obtain the necessary information pursuant to the Company terms of this Agreement and/or agree any suitable additional information rights (including whether by way of an amendment to the existing information covenants herein or otherwise), then the Borrower shall, at any time on or following the SPAC Listing Date, absent any such agreement or access to the relevant information above, grant the Arranger the right to not partake perform an audit at any time upon request which will include providing the Arranger with access to the Borrower’s premises and the right to inspecting the Borrower’s board minutes and books. The Arranger may at its discretion refrain from exercising the information and audit rights if the Arranger acting in any its sole discretion believes that such information or audit may provide it with material non-public information affecting the ability of the above activities or receive any of Lender Designate to sell the above information)SPAC Conversion Shares. (bG) Upon redemption or repayment in full of the Notes or satisfactionIn this Clause 18.8 (Board Observer), discharge or other termination of this Indenture and as long as warrants issued in connection with the offering as described in this offering circular remain outstanding, warrant holders shall have the right to appoint one “Board Observer to the Board of the Company or equivalent governing body of the Company or Meeting” means any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, subject to the conditions and requirements listed above.meeting of:

Board Observer. 3.1 To the extent that the Manager is entitled to have a Board Observer present at the meetings of the Board or any committees of the Board (a) The Company shall ensure thatcollectively, at any time from the Acquisition Closing Date"Board Meetings"), the holders provisions of more than 50% of the aggregate principal amount of the outstanding Notes (including, without limitation, Additional Notes) shall have the right to appoint one non-voting observer (“Board Observer”) to the Board of Directors (the “Board”) of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, it being understood that (i) such Board Observer must have adequate legal and individual reputational capacity to serve as the Board Observer, as determined by the Company, acting reasonably, (ii) such this Article 3 will apply. 3.2 The Board Observer shall be entitled to receive all materials distributed notice of and to all attend (in person or by telephone, video conference or other means) each Board Meeting (except in camera sessions to the extent members of management of the board of directors (and all members of each committee) in their capacity as suchManager are excluded from such in-camera sessions), (iii) whether such Board Meetings are held in person, by telephone, video conference or any other means. 3.3 The Board Observer will shall have the right to take part in discussions and deliberations of matters brought before the Board. 3.4 The Board Observer shall not have voting power but will be entitled to attend vote on any matters brought before the Board or any committee of the Board. 3.5 The Corporation shall, in advance of each Board Meeting, send to the Board Observer all meetings notices, consents, minutes, documents and to receive all other information and notices provided materials that it sends to members of the boardBoard for purposes of the applicable Board Meeting, subject to customary exceptions for privilegein their capacities as such (collectively, confidentiality obligations the "Board Materials"), at substantially the same time and conflicts of interest, (iv) the Company will reimburse such Board Observer for all reasonable travel and other reasonable and documented out of-pocket expenses related to such Board Observer’s role or the performance of its duties as a Board Observer in substantially the same manner (or as other close as may be reasonably practicable thereto) as the Corporation sends the Board Materials to members of the Board. Notwithstanding the foregoing, (v) in no event shall the failure to provide the Board Materials as described above in any way invalidate any action taken at a Board Meeting. 3.6 The Corporation shall deliver to the Board Observer copies of any written consent resolutions proposed to be adopted by the Board or any committee of the Board, at the same time as such written consent resolutions are circulated to members of the Board or any committee of the Board for signature, and shall advise the Board Observer as to the approval of such written consent resolutions. 3.7 The Board Observer shall maintain the confidential nature not be entitled to any remuneration for acting in such capacity; provided, however that all reasonable expenses of the information regarding Board Observer shall be borne by the Company Corporation, to the same extent that such expenses are borne by the Corporation for members of the Board. For greater certainty, the Manager hereby acknowledges and its subsidiaries made available agrees that the Corporation shall have no obligation to pay directors fees or provided similar compensation or issue any options or other securities convertible into shares of the Corporation to the Board Observer in connection with its role as such (such information, the “Board Information”) and not use any Board Information except solely within the scope of the Board Observer’s role 's capacity as such. 3.8 The Manager acknowledges that as a result of attending Board Meetings and receiving the Board Materials, the Board Observer and not disclose will have access to confidential information of the Corporation, the disclosure of which could be detrimental to the interests of the Corporation. The Manager agrees that, subject to the provisions of this Agreement, it shall cause the Board Information Observer to: (i) hold all Board Materials and all other than to such of its affiliates with a need to know the Board Information, information in each case subject to exceptions to be agreed by the Company, acting reasonably, (vi) the Company will hold regular meetings of its Board and reasonable prior notice respect of the date of each such meeting will be Corporation provided to him or her or learned by him or her in his/her capacity as Board Observer (including materials prepared by the Board Observer utilizing Board Materials or such other information) in strict confidence; (ii) not disclose, directly or indirectly, any such information to any person, except as permitted by this Agreement; and (viiiii) use any such information solely for the purposes reasonably related to the Manager acting as the manager pursuant to the Management Agreement or related to the interests of the Manager or its Affiliates as holders of Common Shares; (iv) comply with all applicable securities laws that may prohibit a Person who has material, non-public information in respect of the Corporation or any other information provided to him or her or learned by him or her in his/her capacity as Board Observer from trading in securities of the Corporation or any other entity to which such information relates; and (v) comply with all trading restrictions or black-out periods imposed by the Board. The Board Observer shall be entitled to certain disclose all such information (or any portion thereof) to its Affiliates and their directors, officers, employees, representatives, agents, lawyers, consultants, financial and other rights reasonably acceptable advisors (collectively, the "Representatives") provided that the Manager shall cause its Affiliates and their Representatives to treat the Company (including information as confidential in a manner consistent with this Agreement and the right Manager will be liable for any loss or damage resulting from a failure of its Affiliates and their Representatives to not partake in any of do so. This confidentiality provision will survive the above activities or receive any of the above information). (b) Upon redemption or repayment in full of the Notes or satisfaction, discharge or other termination of this Indenture Agreement. 3.9 The confidentiality obligations set out in Section 3.8 hereof shall not apply to information that: (i) was in the public domain at the time of its communication or disclosure or thereafter becomes part of the public domain through no fault of the Manager, its Affiliates or their Representatives, as applicable; (ii) was in the possession of the Manager, its Affiliates or their Representatives, as applicable, at the time of its communication or disclosure and was not acquired from the Corporation; (iii) was received from a third party without an obligation of confidentiality, provided that the Manager, its Affiliates or their Representatives, as long as warrants issued in connection applicable, has no reason to believe such third party was under an obligation of confidentiality with the offering as described in this offering circular remain outstanding, warrant holders shall have the right to appoint one Board Observer respect to the Board information; or (iv) is required by law or an order of the Company or equivalent governing body a court of the Company or any holding company or subsidiary of the Company from time competent jurisdiction to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, subject to the conditions and requirements listed abovebe disclosed.

Board Observer. (aA) The Company Original Borrower and the Borrower (from the First Effective Date only) shall ensure procure that, at any time all times from and including the Acquisition Closing Date (or the First Effective Date, in the holders of more than 50% case of the aggregate principal amount Borrower) until and excluding the First Effective Date in the case of the outstanding Notes Original Borrower or the SPAC Listing Date in the case of the Borrower (includingeach, without limitationthe “Relevant Time”), Additional Notes) shall have a representative of the right to appoint one non-voting observer Agent or the Original Lender (or the Arranger acting on its behalf), or Eleuthera SPC (the “Board Observer”) to the Board of Directors (the “Board”) of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, it being understood that (i) such Board Observer must have adequate legal and individual reputational capacity to serve as the Board Observer, as determined by the Company, acting reasonably, (ii) such Board Observer shall be entitled to receive attend each Board Meeting on behalf of the Lenders on the condition that the Board Observer shall attend Board Meetings as an observer only and shall not: (1) have any rights or liabilities in relation to the direction or conduct of any management of any member of the Group as a result of attending Board Meetings; or (B) be entitled to vote at, or count in the quorum for, any Board Meeting. At all materials distributed times during the Relevant Time, the Borrower and/or Original Borrower (as the case may be) shall procure that the Board Observer is given notice of Board Meetings: (1) as soon as reasonably practicable; (2) no later than the time that notice of the relevant Board Meeting is given to all members of the board of directors of the Borrower generally; (and all members 3) no later than the time that notice of each committeethe relevant Board Meeting is required to be given pursuant to the constitutional documents of the Borrower; and (4) in their capacity as suchany event, no later than 10 Business Days prior to the relevant Board Meeting (iiiunless the Chairman of the Board of Directors reasonably deems it important for the commercial interest of the Borrower to convene the Board Meeting earlier than this). (C) such At all times during the Relevant Time, the Borrower (or the Original Borrower, prior to the First Effective Date) shall procure that the Board Observer will not have voting power but will be entitled to attend is supplied with a copy of all meetings and to receive all information and notices provided relevant board papers which are dispatched to members of the board, subject board of directors of the Borrower for the purposes of a Board Meeting generally at the same time as they are dispatched to customary exceptions for privilege, confidentiality obligations and conflicts those members of interest, the board of directors of the Borrower (iv) the Company will reimburse such Board Observer for all reasonable travel and other reasonable and documented out of-pocket expenses related to such Board Observer’s role or the performance of Original Borrower, as the case may be). (D) The Agent, the Original Lender (or the Arranger acting on its duties behalf) or Eleuthera SPC agree that as a condition to their representative acting as a Board Observer Observer, such person shall undertake to cooperate with the Borrower and fulfil any and all necessary formalities requested by the competent authorities or by applicable laws, as well as comply with any applicable laws, in each case as the same manner as other members of the Board, (v) such Board Observer shall maintain the confidential nature of the information regarding the Company and its subsidiaries made available or provided apply to the Board Observer in connection with its role as such (such information, the “Board Information”) and not use any Board Information except solely within the scope of the Board Observer’s their role as a Board Observer and not disclose the Board Information other than to such of its affiliates with a need to know the Board InformationObserver, in each case subject to exceptions all cases during the Relevant Time only. (E) Notwithstanding the foregoing, where the Borrower’s (or Original Borrower’s) board of directors resolve, acting reasonably and in good faith, that a matter to be agreed by discussed gives rise to an actual bona fide conflict of interest between the CompanyLenders and the Borrower (or, acting reasonablyprior to the First Effective Date, (vi) the Company will hold regular meetings of its Board and reasonable prior notice of the date of each such meeting will be provided by Original Borrower), the Board Observer may be excluded from the part of the meeting (and from the distribution list for any such associated written materials) where the matter giving rise to such conflict of interest is discussed, in all cases during the Relevant Time only. (viiF) such Notwithstanding any other term in this Clause 18.8 (Board Observer shall be entitled Observer), on and from the SPAC Listing Date, if the Parties are unable to certain other rights reasonably acceptable obtain the necessary information pursuant to the Company terms of this Agreement and/or agree any suitable additional information rights (including whether by way of an amendment to the existing information covenants herein or otherwise), then the Borrower shall, at any time on or following the SPAC Listing Date, absent any such agreement or access to the relevant information above, grant the Arranger the right to not partake perform an audit at any time upon request which will include providing the Arranger with access to the Borrower’s premises and the right to inspecting the Borrower’s board minutes and books. The Arranger may at its discretion refrain from exercising the information and audit rights if the Arranger acting in any its sole discretion believes that such information or audit may provide it with material non-public information affecting the ability of the above activities or receive any of Lender Designate to sell the above information)SPAC Conversion Shares. (bG) Upon redemption or repayment in full of the Notes or satisfactionIn this Clause 18.8 (Board Observer), discharge or other termination of this Indenture and as long as warrants issued in connection with the offering as described in this offering circular remain outstanding, warrant holders shall have the right to appoint one “Board Observer to the Board of the Company or equivalent governing body of the Company or Meeting” means any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, subject to the conditions and requirements listed above.meeting of:

Board Observer. (a) The Company shall ensure thatDuring the Term, at any time from the Acquisition Closing Date, the holders of more than 50% of the aggregate principal amount of the outstanding Notes (including, without limitation, Additional Notes) Investor shall have the right to appoint designate one (1) individual to be present in a non-voting observer voting, observational capacity (for clarity, with no right to participate) at all meetings of the Opthea Board of Directors or any committee thereof, including any telephonic meetings but excluding executive sessions of any such meetings (such individual, the “Investor Board Observer”) ). Any materials that are sent by Opthea to the members of the Opthea Board of Directors in their capacity as such shall be sent to the Investor Board Observer simultaneously by means reasonably designed to ensure timely receipt by the Investor Board Observer (provided that Opthea need not provide to the “Board”) Investor Board Observer any information that, if disclosed to the Investor Board Observer in his or her capacity as such, would adversely affect the maintenance by Opthea of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time applicable attorney-client privilege, any information that relates to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, it being understood that (i) such Board Observer must have adequate legal and individual reputational capacity the negotiation of any amendment to serve as the Board Observer, as determined by the Company, acting reasonablyor restatement of this Agreement, (ii) such the strategy with respect to this Agreement as it specifically relates to Investor (provided that nothing in this clause (ii) shall permit Opthea to withhold information related to the Product or the activities undertaken by Opthea, whether generally or pursuant to this Agreement, in connection with Developing and Commercializing the Product) or (iii) the relationship between Opthea and Investor, or any information related to internal business matters of Opthea that does not relate to the activities to be undertaken by Opthea pursuant to this Agreement and would not reasonably be expected to have a Material Adverse Event), and Opthea will give the Investor Board Observer shall be entitled notice of such meetings, by the same means as such notices are delivered to receive all materials distributed to all the members of the board Opthea Board of directors (Directors and all members at the same time as notice is provided or delivered to the Opthea Board of each committee) in their capacity as such, (iii) such Directors. The Investor Board Observer will not have voting power but will be entitled to attend all meetings execute a confidentiality agreement in form and to receive all information and notices provided to members of the board, subject to customary exceptions for privilege, confidentiality obligations and conflicts of interest, (iv) the Company will reimburse such Board Observer for all reasonable travel and other reasonable and documented out of-pocket expenses related to such Board Observer’s role or the performance of its duties as a Board Observer in the same manner as other members of the Board, (v) such Board Observer shall maintain the confidential nature of the information regarding the Company and its subsidiaries made available or provided to the Board Observer in connection with its role as such (such information, the “Board Information”) and not use any Board Information except solely within the scope of the Board Observer’s role as a Board Observer and not disclose the Board Information other than to such of its affiliates with a need to know the Board Information, in each case subject to exceptions to be agreed by the Company, acting reasonably, (vi) the Company will hold regular meetings of its Board and reasonable prior notice of the date of each such meeting will be provided by the Board Observer and (vii) such Board Observer shall be entitled to certain other rights substance reasonably acceptable to Investor (and, for the Company (including avoidance of doubt, Investor will remain responsible to Opthea for any noncompliance by the right to not partake in any of the above activities or receive any of the above informationInvestor Board Observer with such confidentiality obligations). (b) Upon redemption or repayment in full of the Notes or satisfaction, discharge or other termination of this Indenture and as long as warrants issued in connection with the offering as described in this offering circular remain outstanding, warrant holders shall have the right to appoint one Board Observer to the Board of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, subject to the conditions and requirements listed above.

Board Observer. (a) The Company shall ensure thatPrior to the Board Trigger Event, at any time from the Acquisition Closing Date, the holders Holders of more than 50% of the a majority in aggregate principal amount of the outstanding Notes (including, without limitation, Additional Notes) shall have the right to appoint designate one representative (the “Observer”) to attend all meetings of the Board of Directors of Holdings as a non-voting observer (“Board Observer”) by notifying Holdings in writing or by directing the Trustee to the Board of Directors (the “Board”) of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting notify Holdings in lieu of such Board, it being understood that (i) such Board Observer must have adequate legal and individual reputational capacity to serve as the Board Observer, as determined by the Company, acting reasonably, (ii) such Board writing. The Observer shall be entitled to receive (i) notice of all materials distributed to all members meetings of the board Board of directors (and all members Directors of each committee) Holdings in their capacity as such, (iii) such Board Observer will not have voting power but will be entitled to attend all meetings and to receive all information and notices the manner that notice is provided to members of the boardBoard of Directors of Holdings, subject (ii) receive all materials provided to customary exceptions for privilegemembers of the Board of Directors of Holdings, confidentiality obligations (iii) attend (whether in person, by telephone, or otherwise) all meetings of the Board of Directors of Holdings as a non-voting observer, and conflicts of interest, (iv) the Company will reimburse such Board Observer for all reasonable travel and other receive payment of reasonable and documented out customary fees and reimbursement of reasonable out-of-pocket expenses related paid to such Board Observer’s role or the performance of its duties as a Board Observer in the same manner as other members of the BoardBoard of Directors of Holdings; provided, (v) such Board that for avoidance of doubt, the Observer shall maintain not be entitled to receive any compensation or indemnity from Holdings or the confidential nature Company for acting in such capacity. The Holders of a majority in aggregate principal amount of the information regarding outstanding Notes may remove the Observer and replace the Observer in the event of the Observer’s removal, death or resignation by notifying the Company and in writing or by directing the Trustee to notify the Company in writing. Notwithstanding anything to the contrary contained herein, Holdings reserves the right to exclude any such Observer from the relevant portion of any meeting or any delivery of any particular materials if Holdings reasonably believes that: (i) upon the advice of counsel, attendance at such portion of such meeting or receipt of such materials would likely cause Holdings or any of its subsidiaries made available or provided to lose the Board Observer benefit of protection in connection with its role as respect of what would otherwise be privileged legal communications; (ii) attendance at such (such information, the “Board Information”) and not use any Board Information except solely within the scope portion of the Board Observer’s role as a Board Observer and not disclose the Board Information other than to such of its affiliates with a need to know the Board Information, in each case subject to exceptions to be agreed by the Company, acting reasonably, (vi) the Company will hold regular meetings of its Board and reasonable prior notice of the date of each such meeting will be provided include discussions of matters with respect to which Holdings or any of its subsidiaries, on the one hand, and the Holders or the Observer, on the other, are directly adverse; (iii) upon the advice of counsel, attendance at such portion of such meeting or receipt of such materials is prohibited by a confidentiality agreement with a third party that is binding on Holdings or any of its subsidiaries; or (iv) attendance at such portion of such meeting or receipt of such materials would require Holdings to publicly disclose any non-public information in accordance with applicable law; provided, that with respect to the Board Observer provisions in clause (iii) and (vii) such Board Observer iv), Holdings shall be entitled to certain other rights reasonably acceptable to the Company (including the right to not partake in any of the above activities or receive any of the above information). (b) Upon redemption or repayment in full of the Notes or satisfaction, discharge or other termination of this Indenture and as long as warrants issued in connection with the offering as described in this offering circular remain outstanding, warrant holders shall have the right to appoint one Board exclude the Observer if the Observer enters into a confidentiality agreement reasonably acceptable to Holdings and the Observer pursuant to which the Observer agrees to keep the matters discussed at such portion of such meeting or such particular materials, as applicable, confidential (to the Board extent required by such confidentiality agreement, in the case of clause (iii), or to the extent required so that the Company need not make such public disclosure in the case of clause (iv)). Holdings will provide reasonable advance notice if it intends to exclude the Observer from attending any portion of any meeting or equivalent governing body of from receiving any particular materials, describing the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiariesbasis for such exclusion, and all committees thereof or acting shall cooperate with the Observer in lieu good faith to limit to the maximum extent reasonably possible the degree to which the Observer will be excluded from such portions of such Board, subject to the conditions and requirements listed abovemeetings or receiving such materials.

Board Observer. SatixFy shall permit one observer designated by MDA from time to time by written notice to SatixFy (a) The Company shall ensure that, at together with any time from the Acquisition Closing Datesubstitute individual that may designated to attend on such observer’s behalf, the holders of more than 50% of the aggregate principal amount of the outstanding Notes (including, without limitation, Additional Notes) shall have the right to appoint one non-voting observer (“Board Observer”) to attend any regular meetings of the Board (or any relevant committees thereof) (each such meeting, a “BOD Meeting”) by telephone, video conference or, if held in person, in person, in each case at the election of Directors the Board Observer, it being acknowledged that whether any particular BOD Meeting is via telephone, video conference or in person shall determined by SatixFy subject to its articles of association . The Board Observer shall not be a member of the Board and shall not be entitled to vote on matters presented to or discussed by the Board (or any relevant committee thereof). The Board Observer shall execute and deliver to SatixFy a confidentiality agreement in the form attached hereto as Exhibit A (the “BoardObserver NDA”) of ). MDA shall cause the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company Board Observer to comply with all relevant SatixFy internal policies and procedures, as in effect from time to time, including with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and conduct. MDA will not, and will cause the Board Observer not to, take any action relating to the securities of SatixFy which would constitute or could reasonably be expected to constitute ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, market manipulation or any other violation of applicable Law. MDA shall promptly notify SatixFy in writing of any known breach or threatened breach of this Agreement of which MDA becomes aware, including any known misuse or misappropriation of any Confidential Information by the Board Observer. SatixFy shall provide MDA and the Board Observer with written notice of the time that effectively functions and place of any BOD Meeting and all proposed actions to be taken by the Board (or any relevant committee thereof) as if the Board Observer were a member of the Board. The Board Observer shall have the right to receive all information provided to the members of the Board or any similar group performing an executive oversight or similar function (or any relevant committee thereof) as if the Board Observer was such a member, including any agendas, resolutions or other materials, in anticipation of, or at, such meeting (regular or special and whether telephonic, by video conference or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to such members, and the Board Observer shall keep such materials and information confidential in accordance with the Board Observer NDA. The Board Observer may report and disclose to MDA any and all information received or observed by the Board Observer in the Board Observer’s capacity as such; provided that, MDA shall treat such information and materials as “Confidential Information” as such term is defined under the Non-Disclosure Agreement dated March 26, 2023 between MDA and SatixFy (the “board” MDA NDA”) and not disclose to any Person any portion of such information and/or materials other than in accordance with the terms of the Company and its subsidiaries, and all committees thereof MDA NDA. SatixFy shall reimburse MDA or acting in lieu of such Board, it being understood that (i) such Board Observer must have adequate legal and individual reputational capacity to serve as the Board Observer, as determined by the Companyapplicable, acting reasonably, (ii) such Board Observer shall be entitled to receive all materials distributed to all members of the board of directors (and all members of each committee) in their capacity as such, (iii) such Board Observer will not have voting power but will be entitled to attend all meetings and to receive all information and notices provided to members of the board, subject to customary exceptions for privilege, confidentiality obligations and conflicts of interest, (iv) the Company will reimburse such Board Observer for all reasonable travel and other reasonable and documented out out-of-pocket costs and expenses related to such Board Observer’s role or the performance of its duties as a Board Observer in the same manner as other members of the Board, (v) such Board Observer shall maintain the confidential nature of the information regarding the Company and its subsidiaries made available or provided to incurred by the Board Observer in connection with its role as such (such information, the “Board Information”) and not use any Board Information except solely within the scope of the Board Observer’s role participation in any such BOD Meeting (including, for certainty, reasonable lodging and travel expenses) and on a basis that is at least as a favourable as SatixFy’s management expense and travel policies in effect at the relevant time. Notwithstanding the foregoing, SatixFy may exclude Board Observer and not disclose from access to any information, material or meeting or portion thereof if: (i) the Board Information other than concludes in good faith, upon advice of SatixFy’s legal counsel, that such exclusion is necessary to such preserve the attorney-client or work product privilege between SatixFy or any of its affiliates with Affiliates and its legal counsel; or (ii) such portion of a need meeting is an executive session limited solely to know independent director members of the Board, independent auditors and/or legal counsel, as the Board Information, in each case subject may designate and such limitation is reasonably necessary with respect to exceptions to be agreed by the Company, acting reasonablyapplicable matters, (viiii) such exclusion is necessary to avoid a conflict of interest between SatixFy and/or any of its Affiliates on the one hand and MDA and/or any of its Affiliates on the other, or (iv) the Company will hold regular meetings Board concludes in good faith, upon advice of its Board and reasonable prior notice of the date of each SatixFy’s legal counsel, that such meeting will be provided by the Board Observer and (vii) such Board Observer shall be entitled exclusion is necessary in order for SatixFy to certain other rights reasonably acceptable to the Company (including the right to not partake in any of the above activities or receive any of the above information)comply with applicable Law. (b) Upon redemption or repayment in full of the Notes or satisfaction, discharge or other termination of this Indenture and as long as warrants issued in connection with the offering as described in this offering circular remain outstanding, warrant holders shall have the right to appoint one Board Observer to the Board of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, subject to the conditions and requirements listed above.

Board Observer. ALU Part shall be entitled to have one representative attend all meetings of the Company Board and each committee of the Company Board as an observer, but such observer shall have no voting rights (the “ALU Part Observer”). The Company shall provide the ALU Part Observer with notice of all meetings of the Company Board and each committee of the Company Board and all written materials distributed to the members of the Company Board and the members of each committee of the Company Board, in each case at the same time and in the same manner as such notices and materials are provided to members of the Company Board and members of the committees of the Company Board; provided, however, that ALU Part may request that the Company cease providing material non-public information to the ALU Part Observer at any time; and provided further, that the Company reserves the right to exclude the ALU Part Observer from access to any of such materials or meetings or portions thereof if and to the extent that in the good faith judgment of a majority of the directors of the Company (or the majority of the subject Board committee) after obtaining the advice of counsel, (i) such exclusion is reasonably necessary to preserve the Company’s attorney-client privilege; (ii) ALU Part has a business or financial interest (other than by reason of its interest as a stockholder of the Company) that would reasonably be expected to pose a conflict of interest for ALU Part and, if the ALU Part Observer were a member of the Company Board rather than an observer, it would be advisable under applicable law for the ALU Part Observer to recuse himself or herself due to such conflict of interest; (iii) such access or sharing of information with the ALU Part Observer would reasonably be expected to cause substantial harm to the Company’s business; or (iv) such access or sharing of information would result in disclosure of confidential information to the ALU Part Observer regarding ALU Part’s competitors, including without limitation, such competitor’s product road maps, terms of sale and contractual or other arrangements. Any ALU Part Observer shall agree to hold in confidence any information provided to him or her in accordance with the terms of a confidentiality agreement to be entered into that is reasonably satisfactory to the Company and such ALU Part Observer, it being understood that any information provided to the ALU Part Observer may be provided to directors, officers and employees of ALU Part and its Affiliates who have a business need to know such information and an obligation to hold such information in confidence in accordance with an enforceable non-disclosure agreement between the Company and ALU Part or one of its Affiliates, currently, the Master Non-Disclosure Agreement No. 7035948 effective as of July 19, 2007 between the Company and Compagnie Financiere Alcatel-Lucent, an Affiliate of ALU Part (the “MNDA”), and ALU Part further agrees that it, or one of its Affiliates will enter into a subordinate disclosure agreement with the Company covering the subject matter of this Section 4.13. The Company agrees that it will indemnify the ALU Part Observer for any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that the ALU Part Observer may suffer or incur as a result of or relating to, and advance expenses to the ALU Part Observer in connection with, any actions, suits, or proceedings brought against the ALU Part Observer, or to which the ALU Part Observer is otherwise made a party or witness, by reason of the fact that he or she is the ALU Part Observer; provided, however, that nothing in this Section 4.13 shall obligate the Company to pay any amounts (i) in the event the ALU Part Observer commits a tortious act; or (ii) in the event of a breach by ALU Part or the ALU Part Observer of the obligations contained in this Section 4.13. The Company shall reimburse the ALU Part Observer for expenses incurred in connection with attendance at Company Board or committee meetings in accordance with the Company’s travel policy. The rights of ALU Part with respect to this Section 4.13 shall apply until the earlier of (i) (a) The the consolidation or merger of the Company shall ensure thatwith or into another Person (unless the Company is the surviving corporation and the shareholders of the Company prior to such merger or consolidation continue to hold immediately thereafter a majority of the Company’s voting stock), at any time from (b) the Acquisition Closing Datepurchase, tender or offer that is accepted by the holders of more than 50% of the aggregate principal amount outstanding shares of the Company’s voting stock, or (c) the consummation of a stock purchase agreement or other business combination with another Person whereby the Person acquires more than 50% of the outstanding Notes (including, without limitation, Additional Notes) shall have the right to appoint one non-voting observer (“Board Observer”) to the Board of Directors (the “Board”) shares of the Company Company’s voting stock, or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, it being understood that (i) such Board Observer must have adequate legal and individual reputational capacity to serve as the Board Observer, as determined by the Company, acting reasonably, (ii) such Board Observer shall be entitled time as ALU Part ceases to receive all materials distributed to all members hold at least 4,878,048 of the board of directors Common Shares purchased from the Company pursuant to this Agreement (and all members of each committee) in their capacity as such, (iii) such Board Observer will not have voting power but will be entitled to attend all meetings and to receive all information and notices provided to members of the board, subject to customary exceptions for privilegestock splits, confidentiality obligations recapitalization and conflicts of interestthe like); provided, (iv) however, that ALU Part may determine to forego its right to an observer at any time prior thereto, at which time the Company will reimburse such Board Observer for all reasonable travel and other reasonable and documented out of-pocket expenses shall no longer have an obligation to provide notices of meetings or written materials related to such Board Observer’s role or the performance of its duties as a Board Observer in the same manner as other members of the Board, (v) such Board Observer shall maintain the confidential nature of the information regarding the Company and its subsidiaries made available or provided to the Board Observer in connection with its role as such (such information, the “Board Information”) and not use any Board Information except solely within the scope of the Board Observer’s role as a Board Observer and not disclose the Board Information other than to such of its affiliates with a need to know the Board Information, in each case subject to exceptions to be agreed by the Company, acting reasonably, (vi) the Company will hold regular meetings of its Board and reasonable prior notice of the date of each such meeting will be provided by the Board Observer and (vii) such Board Observer shall be entitled to certain other rights reasonably acceptable to the Company (including the right to not partake in any of the above activities or receive any of the above information)thereto. (b) Upon redemption or repayment in full of the Notes or satisfaction, discharge or other termination of this Indenture and as long as warrants issued in connection with the offering as described in this offering circular remain outstanding, warrant holders shall have the right to appoint one Board Observer to the Board of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, subject to the conditions and requirements listed above.

Board Observer. (a) The Company shall ensure thatFrom the Closing Date and until the date the Sponsor Parties, at any time from including the Acquisition Closing Dateparties to the Interim Financing named on Schedule III, the holders members of more the Sponsor and their respective Permitted Transferees, in the aggregate, Beneficially Own less than 505% of the aggregate principal amount outstanding Holdco Ordinary Shares (after taking into account any securities of Holdco Beneficially Owned by the outstanding Notes (including, without limitation, Additional NotesSponsor Parties convertible into Holdco Ordinary Shares) shall have the right to appoint one non-voting observer (“Board Observer”) to the Board of Directors (the “BoardSponsor Sunset Date”) of ), the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, it being understood that (i) such Board Observer must have adequate legal and individual reputational capacity to serve as the Board Observer, as determined by the Company, acting reasonably, (ii) such Board Observer Sponsor shall be entitled to receive all materials distributed to all members of designate one (1) observer on the board of directors of Holdco (and all members of each committeethe “Holdco Board”) in their capacity as such, (iii) such Board Observer will not have voting power but will be entitled to attend all meetings and to receive all information and notices provided to members of the board, subject to customary exceptions for privilege, confidentiality obligations and conflicts of interest, (iv) the Company will reimburse such Board Observer for all reasonable travel and other reasonable and documented out of-pocket expenses related to such “Sponsor Board Observer’s role or the performance of its duties as a Board Observer in the same manner as other members of the Board, (v) such Board Observer shall maintain the confidential nature of the information regarding the Company and its subsidiaries made available or provided to the Board Observer in connection with its role as such (such information, the “Board Information”) and not use any Board Information except solely within the scope of the Board Observer’s role as a Board Observer and not disclose the Board Information other than to such of its affiliates with a need to know the Board Information, in each case subject to exceptions to be agreed by the Company, acting reasonably, (vi) the Company will hold regular meetings of its Board and reasonable prior notice of the date of each such meeting will be provided by the Board Observer and (vii) such Board Observer shall be entitled to certain other rights reasonably acceptable to the Company (including the right to not partake in any of the above activities or receive any of the above information). (b) Upon redemption or repayment in full The Sponsor Board Observer may resign at any time upon written notice to the Holdco Board. (c) The Sponsor shall have the exclusive right to designate the Sponsor Board Observer to fill any vacancies created by reason of the Notes death, removal or satisfactionresignation of a Sponsor Board Observer, discharge and Holdco shall take all reasonably necessary action to cause any such vacancy to be filled by a replacement Sponsor Board Observer as promptly as reasonably practicable. (d) H▇▇▇▇▇ agrees that it will invite the Sponsor Board Observer to attend, in a non-voting observer capacity, all meetings of the Holdco Board for the purposes of permitting the Sponsor Board Observer to have current information with respect to the affairs of Holdco and the actions taken by the board of directors; provided, that the Sponsor Board Observer may be excluded from all or any portion of any such meeting of the Holdco Board to the extent that the Holdco Board determines in good faith and upon the advice of counsel to Holdco that such exclusion is required to preserve the attorney-client privilege between Holdco and its counsel, or to the extent the respective interests of Holdco, on one hand, and the Sponsor, on the other termination hand, as to the matter(s) to be discussed or actions to be taken during such portion of this Indenture and as long as warrants issued such meeting of the Holdco Board, conflict or could be perceived to conflict (in connection with the offering as described in this offering circular remain outstanding, warrant holders good faith judgment of the Holdco Board). (e) In no event shall the Sponsor Board Observer: (i) be deemed to be a member of the Holdco Board or any committee thereof; (ii) have the right to appoint one vote on any matter under consideration by Holdco Board Observer or otherwise have any power to cause Holdco to take, or not to take, any action; or (iii) have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to Holdco or its shareholders or any duties (fiduciary or otherwise) otherwise applicable to the Board directors of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such BoardHoldco. As a non-voting observer, subject to the conditions proviso in Section 1.10(d), the Sponsor Board Observer will also be provided (concurrently with delivery to the directors of Holdco and requirements listed abovein the same manner delivery is made to them) copies of all notices, minutes, consents, and all other materials or information (financial or otherwise) that are provided to the directors with respect to a meeting or any written consent in lieu of meeting; provided, that the failure to deliver or make available one or more of the items described in this sentence shall not affect the validity of any action taken by the Holdco Board. (f) Notwithstanding anything to the contrary herein, prior to the Sponsor Board Observer being entitled to attend any meeting of the Holdco Board or receive the information specified in Section 1.10(e), the Sponsor Board Observer shall execute and deliver to Holdco a customary confidentiality agreement in form and substance reasonably satisfactory to Holdco.

Board Observer. (a) The Company shall ensure that, at As of and after the Closing Date and for so long as any time from the Acquisition Closing DateTranche B Term Loans are outstanding, the holders Administrative Agent (acting at the direction of the Lenders holding outstanding Tranche B Term Loans representing more than 50% of the aggregate principal amount sum of the total outstanding Notes (includingTranche B Term Loans, without limitation, Additional Notesthe “Majority Tranche B Lenders”) shall have the right be entitled to appoint one non-voting observer authorized representative who has been agreed to between the Parent and the Administrative Agent prior to the Closing Date or is otherwise reasonably acceptable to the Parent and the Borrowers (such representative, the “Board ObserverLender Representative”) who shall be entitled to attend (but not entitled to vote at) each meeting of the Board Parent’s board of Directors directors (the “Board”) and each meeting of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, it being understood that (i) such Board Observer must have adequate legal and individual reputational capacity to serve as the Board Observer, as determined by the Company, acting reasonably, (ii) such Board Observer shall be entitled to receive all materials distributed to all members of the board of directors (and all members of each committee) in their capacity as such, (iii) such Board Observer will not have voting power but will be entitled to attend all meetings and to receive all information and notices provided to members of the board, subject to customary exceptions for privilege, confidentiality obligations and conflicts of interest, (iv) the Company will reimburse such Board Observer for all reasonable travel and other reasonable and documented out of-pocket expenses related to such Board Observer’s role Borrower or the performance of its duties as a Board Observer in the same manner as other members of the Board, (v) such Board Observer shall maintain the confidential nature of the information regarding the Company and its subsidiaries made available or provided to the Board Observer in connection with its role as such (such information, the “Board Information”) and not use any Board Information except solely within the scope Subsidiary on which another member of the Board Observer’s role servers as a Board Observer and not disclose the Board Information other than to such of its affiliates with director (each, a need to know the Board Information, in each case subject to exceptions to be agreed by the Company, acting reasonably, (vi) the Company will hold regular meetings of its Board and reasonable prior notice of the date of each such meeting will be provided by the Board Observer and (vii) such Board Observer shall be entitled to certain other rights reasonably acceptable to the Company (including the right to not partake in any of the above activities or receive any of the above information“Governing Board”). (b) Upon redemption In connection with the right set forth clause (a) above, the Parent and the Borrowers shall and shall cause each applicable Subsidiary to provide: (i) the Lender Representative written notice of all meetings (both regular and special) of each Governing Board at the same time and in the same manner as notice is given to the members of such Governing Board; (ii) subject to limitations set forth in the proviso below, the Lender Representative with all documents, notices, written materials and other written information given to members or repayment in full directors of the Notes each Governing Board (including any committee or satisfaction, discharge or other termination subcommittee of this Indenture and as long as warrants issued such Governing Board) in connection with each such meetings as if the offering as Lender Representative were a member or director at the same time such written materials and written information are given to the members or directors, whether or not the Lender Representative is attending such meeting; (iii) if a Governing Board proposes to take any action by written consent in lieu of a meeting of the Governing Board, forward the form of such written consent to the Lender Representative prior to its execution; and (iv) reimburse the Lender Representative for all reasonable documented out-of-pocket costs and expenses incurred by it in connection with traveling to and from and attending meetings of a Governing Board; (c) provided that, notwithstanding any other provision of this Agreement or in any other related agreement to the contrary, each Governing Board shall be entitled to (A) excuse the Lender Representative from any portion of any meeting of such Governing Board (or receive written consent in respect of) if (x) such Governing Board determines that it will discuss any matters in an executive session limited to independent members of a Governing Board, independent auditors and/or legal counsel, that would reasonably be likely to jeopardize or otherwise impair any attorney-client privilege, (y) the information being discussed at such portion of such meeting relates the Parent’s or any Borrower’s strategy negotiating position or similar matters relating to the Loans or any refinancing thereof or (z) there exists any actual conflict of interest between the Lender Representative, on one hand, and the Parent, any Borrower or any Subsidiary, on the other hand; provided further that, the Lender Representative is advised of the existence of such meeting without disclosing the reason for the Lender Representative being excused from such meeting; and (B) withhold information related to the reason of excusal (but not unrelated information) from the Lender Representative delivered to such Governing Board prior to any such meeting described in clause (A) above. (d) For the avoidance of doubt, such Lender Representative shall not constitute a member of the Governing Board and shall not be entitled to vote on, or consent to, any matters presented to such Governing Board or committee thereof. (e) Notwithstanding the foregoing, immediately upon the repayment of all outstanding principal and interest, and premium, if any, on the Tranche B Term Loans and the other Obligations with respect to the Tranche B Term Loans (other than Unliquidated Obligations for which no claim has been made and other Obligations expressly stated to survive such payment and termination), all obligations of the Parent with respect to the Lenders and the Lender Representative pursuant to this offering circular remain outstandingSection 5.19 shall forever terminate, warrant holders and no Lender shall have the a right to appoint one Board Observer to the Board of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, subject to the conditions and requirements listed abovea Lender Representative under this Section 5.19.

Board Observer. (a) The Company shall ensure that, at any time from the Acquisition Closing Date, the holders of For so long as Evolve owns more than 50% two percent (2%) of the aggregate principal amount of the issued and outstanding Notes (includingCommon Units and is not a Non-Funding Member, without limitation, Additional Notes) Evolve shall have the right to appoint designate one non-voting (1) natural Person to act as a Board observer (a “Board Observer”) at all meetings of the Board, which designation shall be made by written notice to the Board of Directors (Company. Subject to the “Board”) of limitations set forth in this Section 5.6, the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, it being understood that (i) such Board Observer must have adequate legal and individual reputational capacity to serve as the Board Observer, as determined by the Company, acting reasonably, (ii) such Board Observer shall be entitled to receive all materials distributed to all members of the board of directors (and all members of each committee) in their capacity as such, (iii) such Board Observer will not have voting power but will be entitled to attend all meetings and to receive all information and notices provided to members of the boardBoard and, subject to customary exceptions for privilegeso long as Evolve owns at least ten percent (10%) of the issued and outstanding Class B Preferred Units, confidentiality obligations of any committee thereof, and conflicts of interest, (iv) the Company will reimburse such shall provide to the Board Observer for any notices of Board or committee meetings, as applicable, and a copy of all reasonable travel meeting materials currently with providing such notices and other reasonable materials to the Board or committee, as applicable, substantially concurrently with delivery of such notices and documented out of-pocket expenses related meeting materials to such Board Observer’s role or the performance of its duties as a Board Observer in the same manner as other members of the Board, (v) such Managers. The Board Observer shall maintain not have any voting rights or count towards any quorum with respect to any action brought before the confidential nature of the information regarding the Company and its subsidiaries made available Board or any Board committee. Notwithstanding any rights to be granted or provided to the Board Observer in connection with its role as such (such informationunder this Agreement, the “Board Information”) and not use or any Board Information except solely within the scope of the Board Observer’s role as two Managers acting together may exclude a Board Observer and from access to any materials or meetings (but not disclose the Board Information other than to prevent delivery of a notice of such of its affiliates with a need to know the Board Information, in each case subject to exceptions to be agreed by the Company, acting reasonablymeeting) or portion thereof, (via) the Company will hold regular meetings of its Board and reasonable prior notice of the date of each such meeting will be provided by if the Board Observer does not execute and (vii) such Board Observer shall be entitled deliver to certain other rights the Company a confidentiality agreement reasonably acceptable to the Company (including prior to such meeting or the right to not partake in any delivery of the above activities or receive any of the above information). such materials, (b) Upon redemption or repayment if such exclusion is reasonably (in full the good faith determination of the Notes Board or satisfaction, discharge or other termination of this Indenture and as long as warrants issued in connection with such Managers) necessary to preserve the offering as described in this offering circular remain outstanding, warrant holders shall have the right to appoint one Board Observer to the Board of attorney-client privilege between the Company or equivalent governing body its Subsidiaries and counsel, or any privilege under any common interest or joint defense doctrine, or to comply with law, rule or regulation; provided that the Board Observer shall be provided with a summary of such materials or minutes of such meeting that, in each case, provides as much detail as reasonably possible about such materials or such meeting without reasonably being expected to forfeit attorney-client privilege. Nothing herein shall prevent the Board from taking any action by written consent in accordance with this Agreement, provided, however, that the Board Observer will receive any such written consent substantially concurrently with the other members of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, subject to the conditions and requirements listed above.