Common use of Board Observer Clause in Contracts

Board Observer. The Company shall permit a representative of Chesapeake (the “Observer”) to attend all meetings of the Board of Directors and all committees thereof (whether in person, telephonic or other) in a non-voting, observer capacity and shall provide to Chesapeake the right to receive all notices, reports and other communications sent to directors, at the same time they are transmitted to directors. The Observer may be excluded from any meeting or portion thereof and need not be provided such materials if a majority of the Board of Directors reasonably believes that the Observer’s attendance at such meeting or access to such information would: (i) adversely affect attorney-client privilege between the Company and its counsel; (ii) represent confidential or proprietary business information that could be misused by Chesapeake; or (iii) involve a conflict of interest between the Company and Chesapeake. Chesapeake agrees and acknowledges that it and the Observer will be bound by the confidentiality provisions of Section 8.7 of this Agreement. The Company acknowledges that Chesapeake and the Observer may have, from time to time, information (“Information”) that may be of interest to the Company regarding a wide variety of matters including, by way of example only, current and future investments Chesapeake has made, may make, may consider or may become aware of with respect to other companies that may be competitive with the Company’s. The Information may or may not be known by the Observer. The Company agrees that Chesapeake and the Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or that would require Chesapeake or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company. Any one of the individuals named on Schedule 3.2 may act as Chesapeake’s Observer. From time to time, Chesapeake may, upon written notice to and approval by the Company, propose an amendment to Schedule 3.2 to replace any of the individuals named on Schedule 3.2 with different individuals who may act as Observer. The right of Chesapeake to an Observer shall be suspended during the time period in which Chesapeake has exercised its right to direct the election and appointment of a director under Section 3.4 hereof and such directors hold office.

Board Observer. The (a) For so long as a Member together with its Affiliates holds an aggregate Company Percentage Interest that is greater than or equal to the Requisite Observer Appointment Percentage but less than the Requisite Two-Observer Appointment Percentage, such Member shall permit be entitled to appoint one person to serve as an observer of the Board (a representative of Chesapeake (the “Board Observer”), (b) for so long as a Member together with its Affiliates holds an aggregate Company Percentage Interest that is greater than or equal to the Requisite Two-Observer Appointment Percentage but less than the Requisite Three-Observer Appointment Percentage, such Member shall be entitled to appoint two (2) persons to serve as Board Observers and (c) for so long as a Member together with its Affiliates holds an aggregate Company Percentage Interest that is greater than or equal to the Requisite Three-Observer Appointment Percentage, such Member shall be entitled to appoint three (3) persons to serve as Board Observers; provided that from and after the First Closing until the Final Closing, New Investor shall be entitled to appoint three (3) persons to serve as Board Observers whether or not New Investor holds the Requisite Observer Appointment Percentage, the Requisite Two-Observer Appointment Percentage or the Requisite Three-Observer Appointment Percentage. Any Board Observer shall have the right to receive notice of, attend and participate in all meetings of the Board of Directors and all committees thereof (whether in person, telephonic or other) in a non-voting, observer capacity and shall provide to Chesapeake the right to receive all noticesinformation, reports and other communications sent to directorsin each case, at the same time they are transmitted and in the same manner as provided to directors. The Observer may be excluded Managers; provided, however, that the Company reserves the right to withhold any information and to exclude any such Board Observers from any meeting or any portion thereof to the extent (and need not be provided only to the extent) access to such materials if a majority of the Board of Directors reasonably believes that the Observer’s information or attendance at such meeting or access is reasonably necessary to such information would: (i) adversely affect preserve the attorney-client or other legal privilege between of the Company and its counsel; (ii) represent confidential or proprietary business information that could be misused by Chesapeake; or (iii) involve result in a conflict of interest between interest. No Board Observer shall have any voting rights with respect to any matter brought before the Board or any fiduciary obligations to the Company and Chesapeake. Chesapeake agrees and acknowledges that it and or the Members, but each Board Observer will shall be bound by the same confidentiality provisions of obligations as the Managers as set forth in Section 8.7 of this Agreement14.11. The Company acknowledges that Chesapeake and the A Member may cause its Board Observer may have, to resign or appoint a replacement Board Observer from time to time, information (“Information”) that may be of interest to the Company regarding a wide variety of matters including, time by way of example only, current and future investments Chesapeake has made, may make, may consider or may become aware of with respect to other companies that may be competitive with the Company’s. The Information may or may not be known by the Observer. The Company agrees that Chesapeake and the Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or that would require Chesapeake or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto giving written notice to the Company. Any one Subject to the proviso in the first sentence of this Section 6.4, in the individuals named on Schedule 3.2 may act as Chesapeakeevent that a Member’s Observer. From time Company Percentage Interest decreases to less than the requisite Company Percentage Interest required for the number of Board Observers that have been appointed by such Member at such time, Chesapeake maysuch Member shall immediately cause the applicable number of Board Observers to resign and the last sentence of Section 6.1(c) shall apply mutatis mutandis. Notwithstanding anything in this Agreement to the contrary, upon written notice to and approval in no event shall the total number of Board Observers appointed by the Company, propose an amendment to Schedule 3.2 to replace any of the individuals named on Schedule 3.2 with different individuals who may act as Observer. The right of Chesapeake to an Observer shall be suspended during the time period in which Chesapeake has exercised its right to direct the election and appointment of a director under Section 3.4 hereof and such directors hold officeNew Investor Group exceed three (3).

Board Observer. The Company (a) Subject to the terms and conditions of this Agreement, from and after the Effective Date and until a Termination Event (as defined below) shall permit have occurred, the Shareholder shall have the right, effective immediately, to designate one person to be appointed as a representative of Chesapeake board observer (the “Board Observer”). The Shareholder shall exercise these rights, in its sole discretion, from time to time by providing written notice to the Company. ▇▇▇▇▇▇ ▇. ▇▇▇▇ is hereby designated by the Shareholder to serve as a Board Observer, effective as of the Effective Date. (b) The Board Observer shall have the right to attend and participate in all meetings of the Board of Directors and all committees thereof (whether in person, telephonic or other) in a non-votingvoting capacity, observer capacity and the Company shall provide to Chesapeake the right to receive such Board Observer copies of all notices, reports consents, minutes and other communications sent materials, financial or otherwise, which the Company provides to directorsthe Board, at provided, however, that if the same time they are transmitted Board Observer does not, upon the written request of the Company, before attending any meetings of the Board, execute and deliver to directors. The the Company an agreement to abide by all Company policies applicable to members of the Board and a confidentiality agreement reasonably acceptable to the Company, the Board Observer may be excluded from access to any material or meeting or portion thereof and need not be provided such materials if a majority of the Board determines in good faith, upon advice of Directors counsel, that such exclusion is reasonably believes that the Observer’s attendance at such meeting or access necessary to such protect highly confidential proprietary information would: (i) adversely affect attorney-client privilege between the Company and its counsel; (ii) represent confidential or proprietary business information that could be misused by Chesapeake; or (iii) involve a conflict of interest between the Company and Chesapeake. Chesapeake agrees and acknowledges that it and the Observer will be bound by the confidentiality provisions of Section 8.7 of this Agreement. The Company acknowledges that Chesapeake and the Observer may have, from time to time, information (“Information”) that may be of interest to the Company regarding a wide variety of matters including, by way of example only, current and future investments Chesapeake has made, may make, may consider or may become aware of with respect to other companies that may be competitive with the Company’s. The Information may or may not be known by the Observer. The Company agrees that Chesapeake and the Observer shall have no duty to disclose any Information to the Company or permit confidential proprietary information of third parties that the Company is required to participate hold in any investments based on any Informationconfidence, or to otherwise take advantage for other similar reasons. The Shareholder may revoke the designation of any opportunity that may be of interest to person as the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, Board Observer at any claim based on the corporate opportunity doctrine or that would require Chesapeake or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company. Any one of the individuals named on Schedule 3.2 may act as Chesapeake’s Observer. From time to time, Chesapeake may, upon written notice to the Company after which the Shareholder shall be entitled to designate a replacement Board Observer. (c) The Board Observer shall serve under the terms of the Board Observer and approval Indemnification Agreement attached hereto as Exhibit 1 with such changes as may be agreed upon by the Company and the Board Observer. (d) The Company shall pay the reasonable, documented out-of-pocket expenses incurred by the Board Observer in connection with his or her services provided to or on behalf of the Company, propose an amendment to Schedule 3.2 to replace any including attending meetings (including committee meetings) or events attended on behalf of the individuals named on Schedule 3.2 Company at the Company’s request. (e) The Company shall (i) purchase directors’ and officers’ liability insurance in an amount determined by the Board to be reasonable and customary and (ii) for so long as the Board Observer serves in such capacity, maintain such coverage with different individuals who may act as respect to the Board Observer. The right of Chesapeake to an Observer shall be suspended during the time period in which Chesapeake has exercised its right to direct the election and appointment of a director under Section 3.4 hereof and such directors hold office.

Board Observer. The Company shall permit a representative of Chesapeake (the “Observer”) to attend all meetings For as long as DIRECTV beneficially owns at least 75% of the Board total shares of Directors and all committees thereof Class A Common Stock to be issued on the Share Delivery Date (whether appropriately adjusted for stock splits or stock dividends or in personconnection with a combination of shares, telephonic recapitalization, merger, consolidation or other) in other reorganization), DIRECTV shall have the right to designate a non-votingvoting observer to the Company Board ("DIRECTV Observer"), observer capacity and who is reasonably acceptable to the Company Board, who shall provide to Chesapeake have the right to notice of and attend all Company Board meetings. The DIRECTV Observer shall be entitled to receive and have full access to all notices, reports information and other communications sent materials provided to directors, any of the members of the Company Board (except where materials are provided only to a committee that was appointed by the Company Board) at the same time they are transmitted to directors. The Observer may be excluded from any meeting or portion thereof and need not be provided as the Company Board member(s) receive such materials if subject to the following limitation: In the event that the matter being considered by the Company Board directly concerns a majority transaction with a domestic distributor of the Hallmark Channel, with a distributor outside of the United States where DIRECTV, Inc. or an Affiliate has operations or with an entity affiliated with DIRECTV, the Company Board may exclude the DIRECTV Observer from such portion of Directors reasonably believes that the Observer’s attendance at Company Board meeting and redact such meeting or access information and materials. However, if the Company issues any Equity to any distributor of the Hallmark Channel, the Company shall give DIRECTV written notice of such issuance not less than ten (10) business days prior to such information would: (i) adversely affect attorney-client privilege between issuance and include therein the amount of Equity to be issued, the obligations assumed by such distributor in exchange for the Equity, including, without limitation, any obligations that are similar to those set forth on Schedule 10.11 hereof, the obligations of the Company and its counsel; (ii) represent confidential or proprietary business information that could be misused by Chesapeake; or (iii) involve a conflict of interest between the Company and Chesapeake. Chesapeake agrees and acknowledges that it Affiliates in connection with such Equity issuance, and the Other Distributor Proportion. DIRECTV shall be and shall cause the DIRECTV Observer will to be bound by the confidentiality provisions of Section 8.7 of this Agreement. The Company acknowledges that Chesapeake obligated to hold in confidence any and the Observer may have, from time to time, all information (“Information”) that may be of interest to the Company regarding a wide variety of matters including, by way of example only, current and future investments Chesapeake has made, may make, may consider or may become aware of with respect to other companies that may be competitive with the Company’s. The Information may or may not be known by the Observer. The Company agrees that Chesapeake and the Observer shall have no duty to disclose any Information to the Company or permit the Company to participate received in any investments based on any InformationCompany Board meeting or otherwise in the DIRECTV Observer's capacity as such, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, except to the extent permitted by law, any claim based on the corporate opportunity doctrine or that would require Chesapeake or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company. Any one of the individuals named on Schedule 3.2 may act as Chesapeake’s Observer. From time to time, Chesapeake may, upon written notice to and approval information is publicly disclosed by the Company, propose an amendment to Schedule 3.2 to replace any of provided that the individuals named on Schedule 3.2 with different individuals who may act as Observer. The right of Chesapeake to an DIRECTV Observer shall be suspended during entitled to report any and all information to DIRECTV. DIRECTV shall not and DIRECTV shall ensure that the time period in which Chesapeake has exercised its right to direct DIRECTV Observer shall not use such information for any purpose other than for DIRECTV's analysis of the election Company's financial condition and appointment operations and shall comply with all limitations of a director under Section 3.4 hereof and the law, including securities laws, regarding the use of such directors hold officeinformation.

Board Observer. The Company During the period beginning on the Closing Date and ending on the date the Stockholder Approval is obtained, the Singapore Entity shall permit a representative of Chesapeake also be entitled to designate one non-voting observer (the “Observer”) to the Board of Directors to attend all meetings of the Board of Directors and all committees and subcommittees thereof, which Observer shall be such employee of the Singapore Entity or Affiliate thereof designated by the Singapore Entity (whether including in personthe event any designee is unable to serve, telephonic or other) no longer serves, as the Observer for any reason), provided that the Observer may not be changed more than once per calendar year without the consent of the Company (except that no consent shall be required if the change is due to the prior Observer’s death, disability, or termination of employment with the Singapore Entity or its affiliates). Notwithstanding anything herein to the contrary, only to the extent required by the rules and interpretive guidance of the Trading Market, each of the following committees of the Board of Directors shall be entitled to exclude the Observer from attending any meeting, or portion thereof, of such committee to the extent required by applicable law, regulation, or Trading Market rules, or for agenda items that involve executive sessions or similarly sensitive personnel matters: the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee. The Board of Directors will give the Observer the same prior notice given to each member of the Board of Directors in a non-votingmanner permitted by the Company’s governing documents for notice to directors of the time and place of any proposed meeting, observer capacity provided, however, that the Observer shall enter into a customary confidentiality agreement with the Company pursuant to which the Observer will agree to hold in confidence all documents or materials so provided to the Observer on terms satisfactory to the Company before being granted the rights contained in this Section 4.17(b), and the Observer shall provide agree to Chesapeake adhere to all applicable Board policies, including, without limitation, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy. The Observer will be entitled to be present in person or by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and will be entitled to participate in all discussions conducted at such meeting, but the presence of the Observer shall not be required for purposes of establishing a quorum. In no event shall the Observer (i) have the right to receive propose or offer any motions or resolutions to the Board of Directors or committees and subcommittees thereof; or (ii) have the right to vote on any matter under consideration by the Board of Directors or any committees and subcommittees thereof or otherwise have any power to cause the Company to take, or not to take, any action. The Company will deliver to the Observer copies of all noticesmaterials that may be distributed from time to time to the members of the Board of Directors (in their capacity as such) at such time as such materials are so distributed to them, reports including copies of any written consents, and the Observer shall otherwise be given copies of all materials, including access to all electronic portals and materials, given or made available to other communications sent members of the Board of Directors, in order to directors, at afford the Observer the same time they are transmitted access as all other members of the Board of Directors. Notwithstanding anything herein to directors. The the contrary, the Company may withhold information or materials from the Observer may be excluded or exclude the Observer from any meeting or portion thereof and need not be provided such materials if a majority of the Board of Directors reasonably believes determines, acting in good faith, that the Observer’s access to such information or materials or attendance at such meeting (or access to such information would: portion thereof) would (i) adversely affect the attorney-client or work product privilege between the Company and its counselcounsel (provided that any such exclusion shall only apply to such portion of such material or meeting which would be required to preserve such privilege); (ii) represent confidential such exclusion is necessary to avoid a conflict of interest or proprietary business information disclosure that could be misused is restricted by Chesapeakeany agreement to which the Company or any of its affiliates is a party or otherwise bound with any other person; or (iii) involve a conflict of interest between the Company and Chesapeake. Chesapeake agrees and acknowledges that it and the Observer will be bound by or the confidentiality provisions of Section 8.7 Singapore Entity is in material breach of this Agreement. The Company acknowledges that Chesapeake and Agreement or any of the Observer may haveTransaction Documents, from time to time, information (“Information”) that may be of interest or the Company’s policies applicable to the Company regarding a wide variety of matters including, by way of example only, current and future investments Chesapeake has made, may make, may consider or may become aware of with respect to other companies that may be competitive with the Company’s. The Information may or may not be known by the Observer. The Company agrees that Chesapeake and the Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or that would require Chesapeake Singapore Entity or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company. Any one of the individuals named on Schedule 3.2 may act as Chesapeake’s Observer. From time to time, Chesapeake may, upon written notice to and approval by the Company, propose an amendment to Schedule 3.2 to replace any of the individuals named on Schedule 3.2 with different individuals who may act as Observer. The right of Chesapeake to an Observer shall be suspended during the time period in which Chesapeake has exercised its right to direct the election and appointment of a director under Section 3.4 hereof and such directors hold officebreach remains uncured.

Board Observer. The Company hereby agrees that, from and after the Closing Date, for so long as RMB Capital and its Affiliates in the aggregate have a Minimum Ownership Interest, and do not have a Board Representative currently serving on the Board of Directors and the Bank Board, the Company shall permit invite a representative of Chesapeake person designated by RMB Capital and reasonably acceptable to the Company (the “Observer”) to attend all meetings of the Board of Directors and all the Bank Board (including any meetings of committees thereof (whether in person, telephonic or otheron which the Board Representative would be permitted to attend) in a non-votingnonvoting, nonparticipating observer capacity capacity. The Observer shall be entitled to attend such meetings only in the event RMB Capital does not have a Board Representative on the Board of Directors and the Bank Board. The Observer shall provide to Chesapeake the not have any right to receive all notices, reports vote on any matter presented to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board of Directors and other communications sent to directors, the Bank Board at the same time they and in the same manner as the members of the Board of Directors or the Bank Board (as the case may be), shall provide the Observer with all written materials and other information given to members of the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are transmitted given to directors. The such members (provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect the attorney-client privilege between such party and need not counsel, (B) necessary to avoid a violation of fiduciary requirements under applicable law, or (C) necessary to avoid a violation of the Health Insurance Portability & Accountability Act of 1996, as amended, or any similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer (except to the extent that such information can be provided shown to have been (1) previously known by such materials if party on a majority nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). The Company also may exclude the Observer from portions of meetings of the Board of Directors reasonably believes as well as the Bank Board to the extent that the ObserverBoard of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s attendance at such meeting rights or access to such information would: (i) adversely affect attorney-client privilege between obligations under any of the Company and its counsel; (ii) represent confidential Transaction Documents or proprietary business information any other matter that could be misused by Chesapeake; the Chairman of the Board of Directors or (iii) involve a conflict the Chairman of interest between the Company and Chesapeake. Chesapeake agrees and acknowledges that it and the Observer will be bound by the confidentiality provisions of Section 8.7 of this Agreement. The Company acknowledges that Chesapeake and the Observer may have, from time to time, information (“Information”) that Bank Board determines in good faith is or may be of interest adverse to the Company regarding a wide variety interests of matters includingRMB Capital provided, by way however, no matter shall be deemed to be adverse to the interests of example only, current and future investments Chesapeake has made, RMB Capital merely because such matter may make, may consider or may become aware adversely impact the price of with respect to other companies that may be competitive with any of the Company’s’s Securities. The Information may or may not be known by RMB Capital covenants and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. The Company agrees that Chesapeake If RMB Capital and its Affiliates in the Observer shall aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no duty to disclose any Information to the Company or permit the Company to participate in any investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or that would require Chesapeake or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company. Any one of the individuals named on Schedule 3.2 may act as Chesapeake’s Observer. From time to time, Chesapeake may, upon written notice to and approval by the Company, propose an amendment to Schedule 3.2 to replace any of the individuals named on Schedule 3.2 with different individuals who may act as Observer. The right of Chesapeake to an Observer shall be suspended during the time period in which Chesapeake has exercised its right to direct the election and appointment of a director further rights under this Section 3.4 hereof and such directors hold office2.

Board Observer. The Company Purchaser shall permit a representative of Chesapeake be entitled to appoint one nonvoting observer (the “Observer”) to attend all meetings each meeting of the Company’s board of directors (the “Board”) or committee of the Board and to receive copies of Directors and all committees thereof (whether in personcommunications received by the Board members, telephonic or other) in a non-votingincluding, observer capacity and shall provide to Chesapeake without limitation, notices regarding the call of meetings, provided, however, that the Company reserves the right to receive all notices, reports and other communications sent exclude the Observer from access to directors, at any portion of materials or any portion of a meeting to the same time they are transmitted to directors. The Observer may be excluded from any meeting or extent such portion thereof and need not be provided such materials if a majority of the Board of Directors reasonably believes that the Observer’s attendance at such materials or meeting or access to such contains information would: (i) the disclosure of which would, in the opinion of the Company or its counsel, adversely affect the attorney-client privilege between the Company and its counsel; , (ii) represent confidential or proprietary business information the Board determines that could be misused by Chesapeake; the Observer has a conflict of interest that is specific to the Observer or (iii) involve the Board otherwise determines that Observers receipt of such materials or attendance at such meeting would materially and adversely affect the Company. Upon reasonable notice and at a conflict scheduled meeting of interest between the Company and Chesapeake. Chesapeake agrees and acknowledges that it and Board or such other time, if any, as the Observer will be bound by the confidentiality provisions of Section 8.7 of this Agreement. The Company acknowledges that Chesapeake and the Board may determine in its sole discretion, Observer may have, from time to time, information (“Information”) that may be of interest to address the Company regarding a wide variety of matters including, by way of example only, current and future investments Chesapeake has made, may make, may consider or may become aware of Board with respect to other companies that may be competitive with the Purchaser’s concerns regarding significant business issues facing the Company’s. The Information may Prior to attendance at any meeting of the Company’s Board or may not be known the receipt of copies of any communications received by the Observer. The Company agrees that Chesapeake and Board members, the Observer shall have no duty to disclose any Information enter into a standard Regulation FD Confidentiality Agreement reasonably acceptable to the Company Company. The Purchaser agrees and Observer or permit any other representative of the Purchaser shall agree, to keep confidential and not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company), including trading, any confidential information obtained from the Company to participate in any investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest pursuant to the Company if it were aware terms of such Informationthis Section 4.3 other than to the Purchaser’s attorneys, accountants, consultants, and hereby waivesother professionals, to the extent permitted by lawnecessary to obtain their services in connection with monitoring the Purchaser’s investment in the Company; provided, however, that prior to the disclosure of any confidential information obtained from the Company pursuant to the terms of this Section 4.3 to any of the Purchaser’s representatives, any claim based on the corporate opportunity doctrine or that would require Chesapeake or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto representative shall have entered into a standard Regulation FD Confidentiality Agreement reasonably acceptable to the Company. Any one of the individuals named on Schedule 3.2 may act as Chesapeake’s Observer. From time to time, Chesapeake may, upon written notice to and approval by the Company, propose an amendment to Schedule 3.2 to replace any of the individuals named on Schedule 3.2 with different individuals who may act as Observer. The right of Chesapeake to an Observer shall be suspended during the time period in which Chesapeake has exercised its right to direct the election and appointment of a director under Section 3.4 hereof and such directors hold office.

Board Observer. The Company During the period beginning on the Closing Date and ending on the date the Stockholder Approval is obtained, the Singapore Entity shall permit a representative of Chesapeake also be entitled to designate one non-voting observer (the “Observer”) to the Board of Directors to attend all meetings of the Board of Directors and all committees and subcommittees thereof, which Observer shall be such employee of the Singapore Entity or Affiliate thereof designated by the Singapore Entity (whether including in personthe event any designee is unable to serve, telephonic or other) no longer serves, as the Observer for any reason), provided that the Observer may not be changed more than once per calendar year without the consent of the Company (except that no consent shall be required if the change is due to the prior Observer’s death, disability, or termination of employment with the Singapore Entity or its affiliates). Notwithstanding anything herein to the contrary, only to the extent required by the rules and interpretive guidance of the Trading Market, each of the following committees of the Board of Directors shall be entitled to exclude the Observer from attending any meeting, or portion thereof, of such committee to the extent required by applicable law, regulation, or Trading Market rules, or for agenda items that involve executive sessions or similarly sensitive personnel matters: the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee. The Board of Directors will give the Observer the same prior notice given to each member of the Board of Directors in a non-votingmanner permitted by the Company’s governing documents for notice to directors of the time and place of any proposed meeting, observer capacity provided, however, that the Observer shall enter into a customary confidentiality agreement with the Company pursuant to which the Observer will agree to hold in confidence all documents or materials so provided to the Observer on terms satisfactory to the Company before being granted the rights contained in this Section 4.17(b), and the Observer shall provide agree to Chesapeake adhere to all applicable Board policies, including, without limitation, the Company’s I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy. The Observer will be entitled to be present in person or by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and will be entitled to participate in all discussions conducted at such meeting, but the presence of the Observer shall not be required for purposes of establishing a quorum. In no event shall the Observer (i) have the right to receive propose or offer any motions or resolutions to the Board of Directors or committees and subcommittees thereof; or (ii) have the right to vote on any matter under consideration by the Board of Directors or any committees and subcommittees thereof or otherwise have any power to cause the Company to take, or not to take, any action. The Company will deliver to the Observer copies of all noticesmaterials that may be distributed from time to time to the members of the Board of Directors (in their capacity as such) at such time as such materials are so distributed to them, reports including copies of any written consents, and the Observer shall otherwise be given copies of all materials, including access to all electronic portals and materials, given or made available to other communications sent members of the Board of Directors, in order to directors, at afford the Observer the same time they are transmitted access as all other members of the Board of Directors. Notwithstanding anything herein to directors. The the contrary, the Company may withhold information or materials from the Observer may be excluded or exclude the Observer from any meeting or portion thereof and need not be provided such materials if a majority of the Board of Directors reasonably believes determines, acting in good faith, that the Observer’s access to such information or materials or attendance at such meeting (or access to such information would: portion thereof) would (i) adversely affect the attorney-client or work product privilege between the Company and its counselcounsel (provided that any such exclusion shall only apply to such portion of such material or meeting which would be required to preserve such privilege); (ii) represent confidential such exclusion is necessary to avoid a conflict of interest or proprietary business information disclosure that could be misused is restricted by Chesapeakeany agreement to which the Company or any of its affiliates is a party or otherwise bound with any other person; or (iii) involve a conflict of interest between the Company and Chesapeake. Chesapeake agrees and acknowledges that it and the Observer will be bound by or the confidentiality provisions of Section 8.7 Singapore Entity is in material breach of this Agreement. The Company acknowledges that Chesapeake and Agreement or any of the Observer may haveTransaction Documents, from time to time, information (“Information”) that may be of interest or the Company’s policies applicable to the Company regarding a wide variety of matters including, by way of example only, current and future investments Chesapeake has made, may make, may consider or may become aware of with respect to other companies that may be competitive with the Company’s. The Information may or may not be known by the Observer. The Company agrees that Chesapeake and the Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or that would require Chesapeake Singapore Entity or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company. Any one of the individuals named on Schedule 3.2 may act as Chesapeake’s Observer. From time to time, Chesapeake may, upon written notice to and approval by the Company, propose an amendment to Schedule 3.2 to replace any of the individuals named on Schedule 3.2 with different individuals who may act as Observer. The right of Chesapeake to an Observer shall be suspended during the time period in which Chesapeake has exercised its right to direct the election and appointment of a director under Section 3.4 hereof and such directors hold officebreach remains uncured.

Board Observer. The a) For purposes of this Section 9, the term “Company” refers to each of Community Shores and the Bank. Commencing upon the closing of the Rights Offering, the Company shall will permit a representative the Backstop Party to designate, at its sole discretion, one (1) individual to attend all Board of Chesapeake Directors meetings of the Company as an observer (the “Board Observer”) for the periods specified in Subsection (a)(i) below. For the avoidance of doubt, the Board Observer shall not have voting rights or fiduciary obligations to attend the Company or its shareholders, but shall be bound by the same confidentiality and i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ obligations as the members of the Board. i. The initial Board Observer designated by the Backstop Party shall be B▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. (“Mr. Essex”), who may act as a Board Observer until the Company’s annual meeting of the Board in May of 2016. At the 2016 Annual Meeting of the Board, the Backstop Party may designate Mr. Essex, or another individual subject to the prior approval of the Board, which shall not be unreasonably withheld, to continue to act as a Board Observer until the 2017 Annual Meeting of the Board. At the 2017 and 2018 Annual Meetings of the Board, the Backstop Party may designate an individual to serve as a Board Observer, but the Board may, in its sole discretion, elect to withhold the right of such individual, or any individual, to act (or to continue to act) as a Board Observer. ii. The Company will provide the Board Observer with actual notice of all regular and special meetings of the Company’s Board of Directors in the same manner as provided to directors, and will provide to such Board Observer a copy of all committees thereof (whether materials and information distributed at or prior to such meetings or otherwise to the directors of the Company. Such meetings will be held in person, telephonic or other) person at least quarterly. The Board Observer shall execute a confidentiality agreement in form and substance reasonably satisfactory to the Company prior to participating in a non-votingmeeting of the Board or receiving related materials and information. Notwithstanding the foregoing, observer capacity and (1) the Board Observer may not attend any portion of a meeting of the Board during which a transaction or agreement with or for the benefit of the Backstop Party or any affiliate is being considered by the Board; (2) the Board shall provide to Chesapeake have the right to receive all notices, reports require the Board Observer to leave any meeting if the Board needs to deliberate independently; and other communications sent to directors, at (3) the same time they are transmitted to directors. The Board may exclude the Board Observer may be excluded from any meeting or portion thereof and need not be provided such materials if a majority of the Board of Directors reasonably believes that the Observer’s access to information discussed or presented or attendance at such meeting or access to such information would: (i) would adversely affect the attorney-client privilege between the Company and its counsel; (ii. Attendance of a Board Observer at a meeting of the Board shall not be required to establish a quorum for such meeting. b) represent confidential or proprietary business information that could be misused by Chesapeake; or (iii) involve a conflict of interest between the Company and Chesapeake. Chesapeake agrees and acknowledges that it and the Observer will be bound by the confidentiality provisions of Section 8.7 of this Agreement. The Company acknowledges that Chesapeake and the Observer may haveBackstop Party may, from time to at any time, information (“Information”) that may be of interest to the Company regarding a wide variety of matters including, terminate its right under this Section 9 by way of example only, current and future investments Chesapeake has made, may make, may consider or may become aware of with respect to other companies that may be competitive with the Company’s. The Information may or may not be known by the Observer. The Company agrees that Chesapeake and the Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware providing written notice of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or that would require Chesapeake or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto termination to the Company. Any one of the individuals named on Schedule 3.2 The rights provided by this Section 9 may act as Chesapeake’s Observer. From time to time, Chesapeake may, upon written notice to and approval not be assigned by the Company, propose an amendment to Schedule 3.2 to replace any of the individuals named on Schedule 3.2 with different individuals who may act as Observer. The right of Chesapeake to an Observer shall be suspended during the time period in which Chesapeake has exercised its right to direct the election and appointment of a director under Section 3.4 hereof and such directors hold officeBackstop Party.

Board Observer. The Company A Board Observer appointed pursuant to Section 1 shall permit a representative of Chesapeake (have the “Observer”) right to attend all present matters for consideration by the Board and to speak on matters presented by others at such meetings of the Board. A Board Observer shall not be entitled to attend meetings of Directors and all any Board committee except for meetings of special or standing committees thereof (whether to which the Board Observer has been granted in person, telephonic or other) in a non-voting, observer capacity and shall provide to Chesapeake writing by the Board the right to receive attend one or more such meetings. A Board Observer shall not have the right to vote on any matter presented to the Board or any committee thereof. Subject to the confidentiality provisions of this Section 3 and any applicable related person, conflict of interest, recusal or similar policy or practice of the Company, the Company shall cause the Board Observer to be provided with all notices, reports communications and other communications sent materials that are provided by the Company or its consultants to directorsthe members of the Board generally, at the same time they and in the same manner that such communications and materials are transmitted provided to directorssuch members, including all notices, board packages, reports, presentations, minutes and consents. The Board Observer may shall be excluded from any meeting or portion thereof entitled to meet and need not be provided such materials if a majority consult with the senior executive management team of the Board Company on a quarterly basis to discuss the quarterly and annual business plans of Directors reasonably believes that the Observer’s attendance at such meeting or access to such information would: (i) adversely affect attorney-client privilege between the Company and its counsel; (ii) represent confidential or proprietary business information that could be misused by Chesapeake; or (iii) involve a conflict the Company’s subsidiaries and to review the progress of interest between the Company and Chesapeakethe Company’s subsidiaries in achieving their plans. Chesapeake agrees and acknowledges that it and In addition, upon request to the chief executive officer of the Company, the members of the senior executive management team of the Company shall make themselves available during normal business hours to meet with the Board Observer will be bound by on an interim basis, as the confidentiality provisions of Section 8.7 of this Agreement. The Company acknowledges that Chesapeake and the Board Observer may have, reasonably request from time to time, information (“Information”) that may be and as would not unreasonably interfere with the duties of interest the members of the senior executive management team of the Company. Notwithstanding any other provision of this Section 3 to the Company regarding a wide variety of matters includingcontrary, by way of example only, current and future investments Chesapeake has made, may make, may consider or may become aware of with respect to other companies that may be competitive with the Company’s. The Information may or may not be known by the Observer. The Company agrees that Chesapeake and the Observer shall have no duty to disclose any Information to the Company or permit the Board shall have the right to keep confidential from the Board Observer for such period of time as the Company or the Board deems reasonable any information and copies of written materials the Company is required by law, rule, regulation or agreement with a third party to keep confidential. The Board Observer shall hold in confidence and trust and not use or disclose any confidential information provided to or learned by him or her in connection with the Board Observer’s rights hereunder for any purpose other than the observation and participation rights contemplated hereby, unless otherwise required by law. As a condition of the exercise of his or her rights under this Section 3, the Board Observer shall enter into such further agreements or undertakings with the Company to participate maintain the confidentiality of information provided to them in any investments based on any Information, or connection with the exercise of such rights as the Company may reasonably request. The Shareholder will cause each Board Observer appointed by it to otherwise take advantage of any opportunity that may agree to abide by and be of interest subject to the Company if it were aware obligations imposed upon members of such Information, and hereby waives, the Board pursuant to the extent permitted by law, any claim based on the corporate opportunity doctrine or that would require Chesapeake or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to Article 12 of the Company. Any one ’s bylaws (or any successor provision thereto) and Section 3 of the individuals named on Schedule 3.2 may act as ChesapeakeCompany’s Observer. From time to time, Chesapeake may, upon written notice to Code of Business Conduct and approval by the Company, propose an amendment to Schedule 3.2 to replace Ethics (or any of the individuals named on Schedule 3.2 with different individuals who may act as Observer. The right of Chesapeake to an Observer shall be suspended during the time period in which Chesapeake has exercised its right to direct the election and appointment of a director under Section 3.4 hereof and such directors hold officesuccessor provision thereto).

Board Observer. The If the Aggregate Ownership of JBH and the JBH Subsidiaries falls below 10%, then, until the later of the date upon which (a) the Aggregate Ownership of JBH and the JBH Subsidiaries falls below 5% or (b) that certain Transition Services Agreement between JBH and the Company dated as of [_________], 2008 (as amended from time to time) is terminated or expires according to its terms, JBH shall permit have the right to appoint a representative of Chesapeake (the “ObserverBoard Representative”) to attend all meetings each meeting of the Board of Directors and all committees thereof (whether in person, telephonic or other) in as a non-votingvoting observer, observer capacity and whether such meeting is conducted in person or by teleconference. The Board Representative shall provide to Chesapeake have the right to receive present matters for consideration by the Board and to speak on matters presented by others. Subject to the confidentiality provisions of this Section 3, the Company shall cause the Board Representative to be provided with all notices, reports communications and other communications sent materials that are provided by the Company or its consultants to directorsthe members of the Board generally, at the same time they and in the same manner that such communications and materials are transmitted provided to directorssuch members, including all notices, board packages, reports, presentations, minutes and consents. The Observer may Board Representative shall be excluded from any meeting or portion thereof entitled to meet and need not be provided such materials if a majority consult with the senior executive management team of the Board Company on a quarterly basis to discuss the quarterly and annual business plans of Directors reasonably believes that the Observer’s attendance at such meeting or access to such information would: (i) adversely affect attorney-client privilege between the Company and its counsel; (ii) represent confidential or proprietary business information that could be misused by Chesapeake; or (iii) involve a conflict the Company’s subsidiaries and to review the progress of interest between the Company and Chesapeakethe Company’s subsidiaries in achieving their plans. Chesapeake agrees and acknowledges that it and In addition, upon request to the Observer will be bound by chief executive officer of the confidentiality provisions Company, the members of Section 8.7 the senior executive management team of this Agreement. The the Company acknowledges that Chesapeake and shall make themselves available during normal business hours to meet with the Observer Board Representative on an interim basis, as the Board Representative may have, reasonably request from time to time, information (“Information”) that may be and as would not unreasonably interfere with the duties of interest the members of the senior executive management team of the Company. Notwithstanding any other provision of this Section 3 to the Company regarding a wide variety of matters includingcontrary, by way of example only, current and future investments Chesapeake has made, may make, may consider or may become aware of with respect to other companies that may be competitive with the Company’s. The Information may or may not be known by the Observer. The Company agrees that Chesapeake and the Observer shall have no duty to disclose any Information to the Company or permit the Board shall have the right to keep confidential from the Board Representative for such period of time as the Company or the Board deems reasonable any information and copies of written materials the Company is required by law or agreement with a third party to keep confidential. As a condition of the exercise of their rights under this Section 3, the Board Representative shall enter into such agreements or undertakings with the Company to participate maintain the confidentiality of information provided to them in any investments based on any Information, or to otherwise take advantage connection with the exercise of any opportunity that may be of interest to such rights as the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or that would require Chesapeake or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company. Any one of the individuals named on Schedule 3.2 may act as Chesapeake’s Observer. From time to time, Chesapeake may, upon written notice to and approval by the Company, propose an amendment to Schedule 3.2 to replace any of the individuals named on Schedule 3.2 with different individuals who may act as Observer. The right of Chesapeake to an Observer shall be suspended during the time period in which Chesapeake has exercised its right to direct the election and appointment of a director under Section 3.4 hereof and such directors hold officereasonably request.

Board Observer. The Company (a) For so long as the Obligations are outstanding, the Purchaser shall permit have the right to appoint one representative (the “Observer”) as a representative of Chesapeake non-voting observer (the “Observer”) to the board of directors of the Borrower (the “Board”) and each of its committees, which Observer shall be reasonably acceptable to the Borrower. The initial Observer shall be the Purchaser and the Borrower hereby approves the designation of the Purchaser as the initial Observer. Any subsequent Observer shall be designated by written notice from the Purchaser to the Borrower. The Observer shall have the right to attend (which attendance may occur telephonically at the election of the Observer) and participate in all meetings of the Board and any committees thereof. The Observer shall have no right to vote on any matter presented to the Board or any committee thereof. The Borrower shall give the Observer written notice of Directors each meeting thereof at the same time and in the same manner as the other members of the Board or such committee receive notice of such meetings. The Borrower shall permit the Observer to attend and participate in all committees thereof (whether in person, telephonic or other) in a non-voting, observer capacity and meetings thereof. The Observer shall provide to Chesapeake the right be entitled to receive all notices, reports written materials and other communications sent information given to directorsother members of the Board and such committees in connection with such meeting or otherwise (including, for the avoidance of doubt, such monthly information rights in the same manner and scope prepared for use by management and the Board), at the same time they such materials and information are transmitted given to directorsthe other members of the Board and such committees, and the Observer shall keep such materials and information confidential, and shall abide by the Borrower’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. If the Borrower or any Subsidiary proposes to take any action by written consent in lieu of a meeting of the Board, then the Borrower or such Subsidiary shall give written notice thereof to the Observer describing the nature and substance of such action and including the text of such written consents at the same time as such written consents are provided to the members of the Board. The Borrower shall pay and reimburse the reasonable and documented out-of-pocket costs and expenses of the Observer incurred in connection with traveling to and attending such meetings of the Board and committees thereof. Notwithstanding anything contained in this Section 8.14 to the contrary, the Observer designated hereunder may be excluded from any meeting (or portion thereof thereof), or denied access to any materials, if and need not be provided such materials if a majority of to the extent the Board of Directors reasonably believes that the Observer’s attendance at such meeting or access to such information would: and in good faith determines (i) adversely affect such recusal is reasonably necessary based on the advice of counsel to preserve attorney-client privilege between the Company and its counsel; privilege, (ii) represent confidential there exists, with respect to any deliberation or proprietary business information that could be misused by Chesapeake; board or (iii) involve a committee materials, an actual or potential conflict of interest between the Company and Chesapeake. Chesapeake agrees and acknowledges that it Observer, and the Observer will be bound by the confidentiality provisions of Section 8.7 of this Agreement. The Company acknowledges that Chesapeake and the Observer may haveBorrower or its Subsidiaries, from time to time, information (“Information”) that may be of interest to the Company regarding a wide variety of matters including, by way of example only, current and future investments Chesapeake has made, may make, may consider or may become aware of with respect to other companies that may be competitive with the Company’s. The Information may or may not be known by the Observer. The Company agrees that Chesapeake and the Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any investments based on any Informationas applicable, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim (iii) based on the corporate opportunity doctrine or that would require Chesapeake or the Observer to disclose any advice of counsel, such Information to the Company or offer any opportunity relating thereto to the Company. Any one of the individuals named on Schedule 3.2 may act as Chesapeake’s Observer. From time to time, Chesapeake may, upon written notice to and approval recusal is required by the Company, propose an amendment to Schedule 3.2 to replace any of the individuals named on Schedule 3.2 with different individuals who may act as Observer. The right of Chesapeake to an Observer shall be suspended during the time period in which Chesapeake has exercised its right to direct the election and appointment of a director under Section 3.4 hereof and such directors hold officeApplicable Laws.

Board Observer. (a) The Company Borrower shall permit a representative single designee of Chesapeake the Administrative Agent to be a board observer to the Borrower (the “Board Observer”) ). In such capacity, the Board Observer shall be entitled to 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 Directors and all committees thereof (whether in person, telephonic or other) in a non-voting, observer capacity and the Borrower by invitation. The Borrower shall provide ensure that the Board Observer is invited to Chesapeake the right to receive all notices, reports and other communications sent to directors, each such meeting at the same time they are transmitted to directors. The Observer may be excluded from any meeting or portion thereof and need not be provided such materials if a majority as each other member of the Board and that such Board Observer receives all board materials at the same time as each other member of Directors reasonably believes 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 Observer’s Board Observer from meetings of the Board, (i) if access to such information or attendance at such meeting or access to such information would: (i) could adversely affect the attorney-client privilege between the Company and its counsel; counsel or result in disclosure of trade secrets or a conflict of interest, (ii) represent confidential or proprietary business information that could be misused by Chesapeake; or if such Board Observer is a competitor of the Company, (iii) involve a conflict of interest between the Company and Chesapeake. Chesapeake agrees and acknowledges that it and the Observer will be bound by the confidentiality provisions of Section 8.7 of this Agreement. The Company acknowledges that Chesapeake and the Observer may have, from time in order to time, protect individually identifiable health information (“Information”) that may be of interest to the Company regarding a wide variety of matters including, by way of example only, current and future investments Chesapeake has made, may make, may consider or may become aware of with respect to other companies that may be competitive with the Company’s. The Information may or may not be known by the Observer. The Company agrees that Chesapeake and the Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any investments based on any Informationas defined under HIPAA), or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, (iv) to the extent permitted by lawsuch 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 claim based on time, or, at the corporate opportunity doctrine or that would require Chesapeake request of the Borrower or the Observer to disclose any such Information Administrative Agent, be replaced by a designee of the Administrative Agent that is reasonably acceptable to the Company Borrower. (b) Without otherwise limiting the Administrative Agent’s and ▇▇▇▇▇▇▇’ right to expense reimbursement hereunder, the Borrower shall reimburse the Administrative Agent for all reasonable and documented out-of-pocket expenses incurred by or offer any opportunity relating thereto to the Company. Any one on behalf of the individuals named on Schedule 3.2 may act as Chesapeake’s Observer. From time to time, Chesapeake may, upon written notice to and approval by Administrative Agent or the Company, propose an amendment to Schedule 3.2 to replace Board Observer in attending any in-person meetings of the individuals named on Schedule 3.2 board of directors thereof or otherwise in connection with different individuals who may act as Observer. The right the exercise of Chesapeake to an Observer shall be suspended during the time period in which Chesapeake has exercised its right to direct the election and appointment of a director under Section 3.4 hereof and such directors hold officetheir rights hereunder.