Common use of Board Observer Clause in Contracts

Board Observer. (a) From the Closing Date and until the date the Sponsor Parties, including the parties to the Interim Financing named on Schedule III, the members of the Sponsor and their respective Permitted Transferees, in the aggregate, Beneficially Own less than 5% of the outstanding Holdco Ordinary Shares (after taking into account any securities of Holdco Beneficially Owned by the Sponsor Parties convertible into Holdco Ordinary Shares) (the “Sponsor Sunset Date”), the Sponsor shall be entitled to designate one (1) observer on the board of directors of Holdco (the “Holdco Board”) (the “Sponsor Board Observer”). (b) 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 death, removal or resignation of a Sponsor Board Observer, 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 hand, as to the matter(s) to be discussed or actions to be taken during such portion of such meeting of the Holdco Board, conflict or could be perceived to conflict (in the 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 vote on any matter under consideration by Holdco Board 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 directors of Holdco. As a non-voting observer, subject to the proviso in Section 1.10(d), the Sponsor Board Observer will also be provided (concurrently with delivery to the directors of Holdco and in 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) From the Closing Date and until the date the Sponsor Parties, including the parties Prior to the Interim Financing named on Schedule IIIBoard Trigger Event, the members Holders of the Sponsor and their respective Permitted Transferees, a majority in the aggregate, Beneficially Own less than 5% aggregate principal amount of the outstanding Holdco Ordinary Shares (after taking into account any securities of Holdco Beneficially Owned by Notes shall have the Sponsor Parties convertible into Holdco Ordinary Shares) right to designate one representative (the “Sponsor Sunset Date”), the Sponsor shall be entitled to designate one (1) observer on the board of directors of Holdco (the “Holdco BoardObserver”) (the “Sponsor Board Observer”). (b) 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 attend all meetings of the death, removal or resignation Board of a Sponsor Board Observer, and Holdco shall take all reasonably necessary action to cause any such vacancy to be filled by a replacement Sponsor Board Observer Directors of Holdings as promptly as reasonably practicable. (d) ▇▇▇▇▇▇ agrees that it will invite the Sponsor Board Observer to attend, in a non-voting observer capacity, by notifying Holdings in writing or by directing the Trustee to notify Holdings in writing. The Observer shall be entitled to (i) notice of all meetings of the Holdco Board for of Directors of Holdings in the purposes of permitting the Sponsor Board Observer manner that notice is provided 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 members 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 counselDirectors of Holdings, or to the extent the respective interests of Holdco, on one hand, and the Sponsor, on the other hand, as to the matter(s) to be discussed or actions to be taken during such portion of such meeting of the Holdco Board, conflict or could be perceived to conflict (in the 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 receive all materials provided to members of the right to vote on any matter under consideration by Holdco Board or otherwise have any power to cause Holdco to takeof Directors of Holdings, or not to take, any action; or (iii) have or be deemed to haveattend (whether in person, or otherwise be subject toby telephone, any duties (fiduciary or otherwise) to Holdco or its shareholders or any duties (fiduciary or otherwise) otherwise applicable to all meetings of the directors Board of Holdco. As Directors of Holdings as a non-voting observer, subject and (iv) receive payment of reasonable and customary fees and reimbursement of reasonable out-of-pocket expenses paid to other members of the proviso in Section 1.10(d), the Sponsor Board Observer will also be provided (concurrently with delivery to the directors of Holdco and in the same manner delivery is made to them) copies Directors 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 meetingHoldings; provided, that for avoidance of doubt, the failure Observer shall not be entitled to deliver receive any compensation or make available one indemnity from Holdings or more the Company for acting in such capacity. The Holders of a majority in aggregate principal amount of the items described outstanding Notes may remove the Observer and replace the Observer in this sentence shall not affect the validity event of any action taken the Observer’s removal, death or resignation by notifying the Holdco Board. (f) Company in writing or by directing the Trustee to notify the Company in writing. Notwithstanding anything to the contrary contained herein, prior 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 to lose the benefit of protection in respect of what would otherwise be privileged legal communications; (ii) attendance at such portion of such meeting will 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 Sponsor Board provisions in clause (iii) and (iv), Holdings shall not have the right to exclude the Observer being entitled if the Observer enters into a confidentiality agreement reasonably acceptable to attend 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 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 from receiving any particular materials, describing the basis for such exclusion, and shall cooperate with the Observer in good faith to limit to the maximum extent reasonably possible the degree to which the Observer will be excluded from such portions of the Holdco Board such meetings 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 Holdcoreceiving such materials.

Board Observer. (a) From Purchaser shall have the Closing Date and until the date the Sponsor Parties, including the parties right to the Interim Financing named on Schedule III, the members of the Sponsor and their respective Permitted Transferees, in the aggregate, Beneficially Own less than 5% of the outstanding Holdco Ordinary Shares (after taking into account any securities of Holdco Beneficially Owned by the Sponsor Parties convertible into Holdco Ordinary Shares) (the “Sponsor Sunset Date”), the Sponsor shall be entitled appoint an observer to designate one (1) observer on the Maker’s board of directors of Holdco (such person appointed by Purchaser from time to time in accordance with this Section 5 being the “Holdco Board”) (the “Sponsor Board Observer”). (b) . 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 death, removal or resignation of a Sponsor Board Observer, and Holdco shall take all reasonably necessary action to cause any such vacancy to initially be filled by a replacement Sponsor Board Observer as promptly as reasonably practicable. (d) ▇▇▇▇▇▇ agrees ▇▇▇▇▇▇. 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 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 affiliates, Purchaser shall be deemed to own (A) all shares of Maker’s common stock that it will invite the Sponsor Board Observer to attend, in a non-voting observer capacity, all meetings would own upon conversion of the Holdco Board Debenture excluding shares that would be received upon exercise of the warrants issued or issuable upon conversion of the Debenture and (B) all 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 issuable upon conversion of such debenture). For the avoidance of doubt (i) the Observer shall not be acting as a director and has no right to vote on matters brought before the board of directors, has no fiduciary duties to the shareholders of Maker, and shall not be counted for the purposes of permitting establishing the Sponsor Board presence of a quorum for a board of directors meeting; (ii) the Observer shall be entitled to have current information with respect receive copies of notices, minutes, consents and other materials provided to the affairs members of Holdco and the actions taken by the board of directors; provided, that (iii) the Sponsor Board Observer may be 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 which Purchaser or the 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 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 Purchaser for all or any portion of any such meeting reasonable out-of-pocket expenses actually incurred by the Observer in connection with the Observer’s attendance at meetings of the Holdco Board to the extent that the Holdco Board determines in good faith and upon the advice board of counsel to Holdco that such exclusion is required to preserve the attorney-client privilege between Holdco and its counseldirectors, or to the extent the respective interests of Holdco, on one hand, and the Sponsor, on the other hand, as to the matter(s) to be discussed or actions to be taken during such portion of such meeting of the Holdco Board, conflict or could be perceived to conflict (in the 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 vote on any matter under consideration by Holdco Board 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 directors of Holdco. As a non-voting observer, subject to the proviso in Section 1.10(d), the Sponsor Board Observer will also be provided (concurrently with delivery to the directors of Holdco and in the same manner delivery is made to them) copies of all notices, minutes, consents, and all as 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 members of the items described in this sentence shall not affect the validity of any action taken by the Holdco Boardboard are reimbursed. (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) From As of the Closing Date Effective Time and until the earlier of (i) December 31, 2018 and (ii) the date of the Sponsor Parties, including first quarterly meeting of the parties TNK Board following the date on which the average of the closing price of a share of TNK Class A Common Stock for the immediately preceding fifteen (15) trading days is greater than the product of (A) 1.25 and (B) the closing price of a share of TNK Class A Common Stock on the trading day immediately prior to the Interim Financing named on Schedule IIIdate of this Agreement, and subject to the terms and conditions set forth in this Section 8.10, the members of Special Committee shall have the Sponsor and their respective Permitted Transferees, in the aggregate, Beneficially Own less than 5% of the outstanding Holdco Ordinary Shares (after taking into account any securities of Holdco Beneficially Owned by the Sponsor Parties convertible into Holdco Ordinary Shares) right to designate a single representative (the “Sponsor Sunset DateBoard Observer”) to attend all meetings of the TNK Board in an observer capacity. The Board Observer shall be determined as follows: (x) (1) the Special Committee may propose two candidates who are employees of any of TIL’s five largest shareholders (such five largest shareholders to be determined as of the date of this Agreement) to serve as the Board Observer (following consultation of the Special Committee with such of TIL’s large shareholders regarding such candidates as the Special Committee determines appropriate in its sole discretion) and (2) TNK shall choose, in its sole discretion but without unreasonable delay, one of the two such candidates proposed by the Special Committee to be the Board Observer to serve as the Board Observer commencing as of the Effective Time or (y) the Special Committee may propose one candidate who is not an employee of, or affiliated with, any of TIL’s five such largest shareholders to serve as the Board Observer commencing as of the Effective Time, subject to (1) TNK’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (2) TNK’s right to interview the candidate proposed by the Special Committee to be the Board Observer for the purpose of determining whether to grant such consent; provided that if TNK does not consent to the candidate proposed by the Special Committee pursuant to clause (y), the Sponsor shall be entitled Special Committee may continue to designate propose candidates to serve as the Board Observer pursuant to clause (x) or clause (y) until TNK chooses or consents to one (1) observer on such Board Observer candidate in accordance with the board terms of directors of Holdco (this Section 8.10(a). In the “Holdco Board”) (event that the “Sponsor Board Observer resigns, dies or is otherwise unwilling or unable to continue to serve as the Board Observer”), the Special Committee may nominate replacements to serve as the Board Observer following the procedures set forth in the immediately preceding sentence. Notwithstanding the foregoing, TNK shall have no obligation to select or consent to, as applicable, a Board Observer that (A) is affiliated with a competitor of TNK or (B) has been convicted of a felony involving (i) moral turpitude or (ii) a violation of federal, state or foreign securities laws. (b) The Sponsor Board Observer will not constitute a director of the TNK Board and will not be entitled to vote on, or consent to, any matters presented to the TNK Board, and will not be counted towards a quorum. For the avoidance of doubt, TNK’s failure to comply with any of the provisions set forth in this Section 8.10 will not in any way affect the validity of any actions of the TNK Board. TNK will (i) give the Board Observer written notice of each meeting of the TNK Board at the same time and in the same manner as notice is given to members of the TNK Board, (ii) provide the Board Observer with copies of all written materials and other information at the same time such materials and information are furnished to members of the TNK Board, (iii) provide the Board Observer with the same right to attend (whether in person or by telephone or other means of electronic communication) such meetings as is given to the members of the TNK Board, (iv) provide the Board Observer with the same opportunity as the members of the TNK Board to request additional information regarding TNK and communicate with and receive information from members of TNK management and (v) provide the Board Observer information regarding all committees of the Board that the Board Observer reasonably requests. As a condition to TNK’s obligations hereunder, the Board Observer will agree to enter into, comply with, and be bound by, in all respects, the terms and conditions of a Board Observer Agreement in substantially the form attached hereto as Exhibit A (the “Board Observer Agreement”). The Board Observer Agreement will be provided to the Board Observer within two days of his or her selection or approval, as applicable, and the Board Observer will have all of the rights and privileges provided for under this Section 8.10 and the Board Observer Agreement upon his or her execution and delivery of the Board Observer Agreement to TNK. Notwithstanding any rights to be granted or provided to the Board Observer hereunder, the TNK Board may resign exclude the Board Observer from access to any materials or attendance at any time upon written notice meeting or portion thereof if and to the Holdco extent that the TNK Board is advised by outside counsel that (i) such access or attendance is reasonably likely to result in the loss of the attorney-client privilege between TNK or any of its Subsidiaries and their respective counsel, (ii) such withholding or exclusion is required for TNK or its Subsidiaries to comply with any applicable Law or (iii) there is an actual or potential conflict of interest between TNK and/or any of its Subsidiaries, on the one hand, and the Board Observer and/or its Affiliates, on the other hand; provided, however, that TNK will use its reasonable best efforts to provide the Board Observer with access to such materials or other information to the fullest extent possible in a manner that does not have the effects described in clauses (i), (ii) and (iii). TNK shall (1) compensate the Board Observer in the same amount and at the same times as it compensates the members of the TNK Board (provided that (x) the Board Observer shall receive the entire value of its compensation in the form of cash and (y) the Board Observer shall be compensated pro rata for any service performed prior to a payment date if the Board Observer is no longer serving in such position as of such payment date), (2) reimburse such Board Observer for all of his or her of reasonable out-of-pocket expenses incurred by the Board Observer in connection with his or her attendance at meetings of the TNK Board (in accordance with the terms of TNK’s travel and expense policy for TNK directors), (3) maintain a D&O Insurance policy for the Board Observer with benefits and levels of coverage no less favorable to the Board Observer than the D&O Insurance policy applicable to the members of the TNK Board, and (4) indemnify and hold harmless such Board Observer in accordance with and pursuant to the Board Observer Agreement. For the avoidance of doubt, the Board Observer shall cease to serve in such capacity upon the date that the Special Committee no longer has a right to designate a Board Observer pursuant to Section 8.10(a) of this Agreement. (c) The Sponsor provisions of this Section 8.10 are (i) intended to be for the benefit of, and shall have the exclusive right to designate the Sponsor be enforceable by, each Board Observer to fill any vacancies created by reason and each member of the death, removal Special Committee. The obligations of TNK and the Surviving Company under this Section 8.10 shall not be terminated or resignation modified in such a manner as to adversely affect the rights of a Sponsor the Board Observer, and Holdco shall take all reasonably necessary action to cause any the Special Committee or the members of the Special Committee unless (x) such vacancy to be filled termination or modification is required by a replacement Sponsor applicable Law or (y) the Board Observer as promptly as reasonably practicable. and the members of the Special Committee shall have consented in writing to such termination or modification (d) ▇▇▇▇▇▇ agrees it being expressly agreed that it will invite the Sponsor Board Observer to attend, in a non-voting observer capacity, all meetings and the members of the Holdco Board for Special Committee shall be third-party beneficiaries of this Section 8.10). For the purposes avoidance of permitting doubt, the Sponsor Board Observer members of the Special Committee may enforce the provisions of this Section 8.10 following the Effective Time (even though the Special Committee shall have ceased to have current information with respect to exist at such time), and at the affairs Effective Time the rights of Holdco and the actions taken by Special Committee under this Section 8.10 shall become the board personal rights of directors; the former members of the Special Committee, provided, however, that the Sponsor members of the Special Committee and the 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 counselnot assign, or to the extent the respective interests of Holdco, on one hand, and the Sponsor, on the other hand, as to the matter(s) to be discussed or actions to be taken during such portion of such meeting of the Holdco Board, conflict or could be perceived to conflict (in the 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 vote on any matter under consideration by Holdco Board delegate or otherwise have transfer any power to cause Holdco to take, of its rights 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 obligations under this Section 8.10 without the directors of Holdco. As a non-voting observer, subject to the proviso in Section 1.10(d), the Sponsor Board Observer will also be provided (concurrently with delivery to the directors of Holdco and in 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 prior 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 BoardTNK. (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. 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 (a) From the Closing Date “ALU Part Observer”). The Company shall provide the ALU Part Observer with notice of all meetings of the Company Board and until each committee of the date the Sponsor Parties, including the parties Company Board and all written materials distributed to the Interim Financing named on Schedule III, the members of the Sponsor Company Board and their respective Permitted Transfereesthe members of each committee of the Company Board, in each case at the aggregate, Beneficially Own less than 5% same time and in the same manner as such notices and materials are provided to members of the outstanding Holdco Ordinary Shares (after taking into account any securities of Holdco Beneficially Owned by the Sponsor Parties convertible into Holdco Ordinary Shares) (the “Sponsor Sunset Date”), the Sponsor shall be entitled to designate one (1) observer on the board of directors of Holdco (the “Holdco Board”) (the “Sponsor Company Board Observer”). (b) 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 and members of the death, removal or resignation of a Sponsor Board Observer, 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 committees 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 directorsCompany Board; provided, however, that ALU Part may request that the Sponsor Board Company cease providing material non-public information to the ALU Part Observer may be excluded at any time; and provided further, that the Company reserves the right to exclude the ALU Part Observer from all access to any of such materials or any portion of any such meeting of the Holdco Board meetings or portions thereof if and 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 hand, as to the matter(s) to be discussed or actions to be taken during such portion of such meeting of the Holdco Board, conflict or could be perceived to conflict (in the good faith judgment of a majority of the Holdco Board). directors of the Company (eor the majority of the subject Board committee) In no event shall after obtaining the Sponsor Board Observer: 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 deemed expected to be pose a conflict of interest for ALU Part and, if the ALU Part Observer were a member of the Holdco 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 committee thereofinformation 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) have in the right to vote on any matter under consideration event of a breach by Holdco 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 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 committee meetings in accordance with the directors Company’s travel policy. The rights of Holdco. As a non-voting observer, subject to the proviso in Section 1.10(d), the Sponsor Board Observer will also be provided (concurrently with delivery to the directors of Holdco and in 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 ALU Part with respect to this Section 4.13 shall apply until the earlier of (i) (a) the consolidation or merger of the Company with 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 meeting majority of the Company’s voting stock), (b) the purchase, tender or any written consent in lieu offer that is accepted by the holders of meetingmore than 50% of the 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 shares of the Company’s voting stock, or (ii) such time as ALU Part ceases to hold at least 4,878,048 of the Common Shares purchased from the Company pursuant to this Agreement (subject to stock splits, recapitalization and the like); provided, however, that ALU Part may determine to forego its right to an observer at any time prior thereto, at which time the failure Company shall no longer have an obligation to deliver provide notices of meetings 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 Boardwritten materials related thereto. (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) From the Closing Date and until the date the Sponsor Parties, including the parties to the Interim Financing named on Schedule III, the members of the Sponsor and their respective Permitted Transferees, in the aggregate, Beneficially Own less than 5% of the outstanding Holdco Ordinary Shares (after taking into account any securities of Holdco Beneficially Owned by the Sponsor Parties convertible into Holdco Ordinary Shares) (the “Sponsor Sunset Date”), the Sponsor shall be entitled to designate one (1) observer on the board of directors of Holdco (the “Holdco Board”) (the “Sponsor Board Observer”). (b) 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 death, removal or resignation of a Sponsor Board Observer, 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 hand, as to the matter(s) to be discussed or actions to be taken during such portion of such meeting of the Holdco Board, conflict or could be perceived to conflict (in the 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 vote on any matter under consideration by Holdco Board 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 directors of Holdco. As a non-voting observer, subject to the proviso in Section 1.10(d), the Sponsor Board Observer will also be provided (concurrently with delivery to the directors of Holdco and in 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) From 3.1 To the Closing Date and until extent that the date Manager is entitled to have a Board Observer present at the Sponsor Parties, including the parties to the Interim Financing named on Schedule III, the members meetings of the Sponsor and their respective Permitted Transferees, in the aggregate, Beneficially Own less than 5% Board or any committees of the outstanding Holdco Ordinary Shares Board (after taking into account any securities of Holdco Beneficially Owned by the Sponsor Parties convertible into Holdco Ordinary Shares) (the “Sponsor Sunset Date”collectively, "Board Meetings"), the Sponsor provisions of this Article 3 will apply. 3.2 The Board Observer shall be entitled to designate one receive notice of and to attend (1in person or by telephone, video conference or other means) observer on each Board Meeting (except in camera sessions to the board extent members of directors management of Holdco (the “Holdco Board”) (the “Sponsor Manager are excluded from such in-camera sessions), whether such Board Observer”)Meetings are held in person, by telephone, video conference or any other means. (b) 3.3 The Sponsor Board Observer may resign at any time upon written notice shall have the right to take part in discussions and deliberations of matters brought before the Holdco Board. (c) 3.4 The Sponsor shall have the exclusive right to designate the Sponsor Board Observer shall not be entitled to fill vote on any vacancies created by reason matters brought before the Board or any committee of the deathBoard. 3.5 The Corporation shall, removal in advance of each Board Meeting, send to the Board Observer all notices, consents, minutes, documents and other information and materials that it sends to members of the Board for purposes of the applicable Board Meeting, in their capacities as such (collectively, the "Board Materials"), at substantially the same time and in substantially the same manner (or resignation as close as may be reasonably practicable thereto) as the Corporation sends the Board Materials to members of the Board. Notwithstanding the foregoing, in no event shall the failure to provide the Board Materials as described above in any way invalidate any action taken at a Sponsor Board ObserverMeeting. 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 Holdco shall take all reasonably necessary action to cause any such vacancy to be filled by a replacement Sponsor advise the Board Observer as promptly as reasonably practicableto the approval of such written consent resolutions. (d) ▇▇▇▇▇▇ 3.7 The Board Observer shall not be entitled to any remuneration for acting in such capacity; provided, however that all reasonable expenses of the Board Observer shall be borne by the 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 agrees that it will invite the Sponsor Corporation shall have no obligation to pay directors fees or similar compensation or issue any options or other securities convertible into shares of the Corporation to the Board Observer in the Board Observer'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 will have access to attend, in a non-voting observer capacity, all meetings confidential information of the Holdco 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 Observer to: (i) hold all Board Materials and all other information in respect of the 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 (iii) 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 permitting the Sponsor 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 have current 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 disclose all such information (or any portion thereof) to its Affiliates and their directors, officers, employees, representatives, agents, lawyers, consultants, financial and other advisors (collectively, the "Representatives") provided that the Manager shall cause its Affiliates and their Representatives to treat the information as confidential in a manner consistent with this Agreement and the Manager will be liable for any loss or damage resulting from a failure of its Affiliates and their Representatives to do so. This confidentiality provision will survive the termination of this 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 applicable, has no reason to believe such third party was under an obligation of confidentiality 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 hand, as to the matter(s) to be discussed or actions to be taken during such portion of such meeting of the Holdco Board, conflict or could be perceived to conflict (in the 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 vote on any matter under consideration by Holdco Board or otherwise have any power to cause Holdco to take, or not to take, any actioninformation; or (iiiiv) have is required by law or an order of a court of competent jurisdiction to 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 directors of Holdco. As a non-voting observer, subject to the proviso in Section 1.10(d), the Sponsor Board Observer will also be provided (concurrently with delivery to the directors of Holdco and in 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 Boarddisclosed. (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. (aA) From The Original Borrower and the Borrower (from the Effective Date only) shall procure that, at all times from and including the Closing Date and until (or the date the Sponsor Parties, including the parties to the Interim Financing named on Schedule III, the members of the Sponsor and their respective Permitted TransfereesEffective Date, in the aggregate, Beneficially Own less than 5% case of the outstanding Holdco Ordinary Shares Borrower) until and excluding the Effective Date in the case of the Original Borrower or the SPAC Listing Date in the case of the Borrower (after taking into account any securities each, the “Relevant Time”), a representative of Holdco Beneficially Owned by the Sponsor Parties convertible into Holdco Ordinary Shares) Agent or the Original Lender (or the Arranger acting on its behalf), or Eleuthera SPC (the “Sponsor Sunset DateBoard Observer”), the Sponsor ) shall be entitled to designate one 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) observer on 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 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 members of the board of directors of Holdco the Borrower generally; (3) no later than the “Holdco Board”time that notice of the relevant Board Meeting is required to be given pursuant to the constitutional documents of the Borrower; and (4) in any event, no later than 10 Business Days prior to the relevant Board Meeting (unless the “Sponsor Chairman of the Board Observer”of Directors reasonably deems it important for the commercial interest of the Company to convene the Board Meeting earlier than this). (bC) The Sponsor At all times during the Relevant Time, the Borrower (or the Original Borrower, prior to the Effective Date) shall procure that the Board Observer may resign at any time upon written notice is supplied with a copy of all relevant board papers which are dispatched 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 members of the death, removal or resignation board of a Sponsor Board Observer, 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 directors of the Holdco Board Borrower for the purposes of permitting a Board Meeting generally at the Sponsor Board Observer same time as they are dispatched to have current information with respect to the affairs those members of Holdco and the actions taken by the board of directors; provideddirectors of the Borrower (or the Original Borrower, as the case may be). (D) The Agent, the Original Lender (or the Arranger acting on its behalf) or Eleuthera SPC agree that as a condition to their representative acting as a Board 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 apply to their role as a Board Observer, in 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 discussed gives rise to an actual bona fide conflict of interest between the Sponsor Lenders and the Borrower (or, prior to the Effective Date, the Original Borrower), the Board Observer may be excluded from all or any portion the part of the meeting (and from the distribution list for any such meeting associated written materials) where the matter giving rise to such conflict of interest is discussed, in all cases during 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 hand, as to the matter(s) to be discussed or actions to be taken during such portion of such meeting of the Holdco Board, conflict or could be perceived to conflict (in the good faith judgment of the Holdco Board)Relevant Time only. (eF) In no event shall the Sponsor Notwithstanding any other term in this Clause 18.8 (Board Observer: ), on and from the SPAC Listing Date, if the Parties are unable to obtain the necessary information pursuant to the terms of this Agreement and/or agree any suitable additional information rights (i) be deemed whether by way of an amendment to be a member of the Holdco Board existing information covenants herein or otherwise), then the Borrower shall, at any committee thereof; (ii) have 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 vote on perform an audit at any matter under consideration by Holdco Board 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 time upon request which will include providing the Arranger with access to the directors of HoldcoBorrower’s premises and the right to inspecting the Borrower’s board minutes and books. As a The Arranger may at its discretion refrain from exercising the information and audit rights if the Arranger acting in its sole discretion believes that such information or audit may provide it with material non-voting observer, subject to public information affecting the proviso in Section 1.10(d), the Sponsor Board Observer will also be provided (concurrently with delivery to the directors of Holdco and in 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 ability of the items described in this sentence shall not affect Lender Designate to sell the validity of any action taken by the Holdco BoardSPAC Conversion Shares. (fG) Notwithstanding anything to the contrary hereinIn this Clause 18.8 (Board Observer), prior to the Sponsor “Board Observer being entitled to attend Meeting” means 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.of:

Board Observer. (aA) From The Original Borrower and the Borrower (from the First Effective Date only) shall procure that, at all times from and including the Closing Date and until (or the date the Sponsor Parties, including the parties to the Interim Financing named on Schedule III, the members of the Sponsor and their respective Permitted TransfereesFirst Effective Date, in the aggregate, Beneficially Own less than 5% case of the outstanding Holdco Ordinary Shares Borrower) until and excluding the First Effective Date in the case of the Original Borrower or the SPAC Listing Date in the case of the Borrower (after taking into account any securities each, the “Relevant Time”), a representative of Holdco Beneficially Owned by the Sponsor Parties convertible into Holdco Ordinary Shares) Agent or the Original Lender (or the Arranger acting on its behalf), or Eleuthera SPC (the “Sponsor Sunset DateBoard Observer”), the Sponsor ) shall be entitled to designate one 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) observer on 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 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 members of the board of directors of Holdco the Borrower generally; (3) no later than the “Holdco Board”time that notice of the relevant Board Meeting is required to be given pursuant to the constitutional documents of the Borrower; and (4) in any event, no later than 10 Business Days prior to the relevant Board Meeting (unless the “Sponsor Chairman of the Board Observer”of Directors reasonably deems it important for the commercial interest of the Borrower to convene the Board Meeting earlier than this). (bC) The Sponsor 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 may resign at any time upon written notice is supplied with a copy of all relevant board papers which are dispatched 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 members of the death, removal or resignation board of a Sponsor Board Observer, 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 directors of the Holdco Board Borrower for the purposes of permitting a Board Meeting generally at the Sponsor Board Observer same time as they are dispatched to have current information with respect to the affairs those members of Holdco and the actions taken by the board of directors; provideddirectors of the Borrower (or the Original Borrower, as the case may be). (D) The Agent, the Original Lender (or the Arranger acting on its behalf) or Eleuthera SPC agree that as a condition to their representative acting as a Board 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 apply to their role as a Board Observer, in 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 discussed gives rise to an actual bona fide conflict of interest between the Sponsor Lenders and the Borrower (or, prior to the First Effective Date, the Original Borrower), the Board Observer may be excluded from all or any portion the part of the meeting (and from the distribution list for any such meeting associated written materials) where the matter giving rise to such conflict of interest is discussed, in all cases during 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 hand, as to the matter(s) to be discussed or actions to be taken during such portion of such meeting of the Holdco Board, conflict or could be perceived to conflict (in the good faith judgment of the Holdco Board)Relevant Time only. (eF) In no event shall the Sponsor Notwithstanding any other term in this Clause 18.8 (Board Observer: ), on and from the SPAC Listing Date, if the Parties are unable to obtain the necessary information pursuant to the terms of this Agreement and/or agree any suitable additional information rights (i) be deemed whether by way of an amendment to be a member of the Holdco Board existing information covenants herein or otherwise), then the Borrower shall, at any committee thereof; (ii) have 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 vote on perform an audit at any matter under consideration by Holdco Board 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 time upon request which will include providing the Arranger with access to the directors of HoldcoBorrower’s premises and the right to inspecting the Borrower’s board minutes and books. As a The Arranger may at its discretion refrain from exercising the information and audit rights if the Arranger acting in its sole discretion believes that such information or audit may provide it with material non-voting observer, subject to public information affecting the proviso in Section 1.10(d), the Sponsor Board Observer will also be provided (concurrently with delivery to the directors of Holdco and in 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 ability of the items described in this sentence shall not affect Lender Designate to sell the validity of any action taken by the Holdco BoardSPAC Conversion Shares. (fG) Notwithstanding anything to the contrary hereinIn this Clause 18.8 (Board Observer), prior to the Sponsor “Board Observer being entitled to attend Meeting” means 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.of:

Board Observer. SatixFy shall permit one observer designated by MDA from time to time by written notice to SatixFy (a) From the Closing Date and until the date the Sponsor Parties, including the parties together with any substitute individual that may designated to the Interim Financing named attend on Schedule IIIsuch observer’s behalf, the members of the Sponsor and their respective Permitted Transferees, in the aggregate, Beneficially Own less than 5% of the outstanding Holdco Ordinary Shares (after taking into account any securities of Holdco Beneficially Owned by the Sponsor Parties convertible into Holdco Ordinary Shares) (the “Sponsor Sunset Date”), the Sponsor shall be entitled to designate one (1) observer on the board of directors of Holdco (the “Holdco Board”) (the “Sponsor Board Observer”). (b) The Sponsor Board Observer may resign at to attend 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 regular meetings of the deathBoard (or any relevant committees thereof) (each such meeting, removal or resignation a “BOD Meeting”) by telephone, video conference or, if held in person, in person, in each case at the election of a Sponsor the Board Observer, and Holdco it being acknowledged that whether any particular BOD Meeting is via telephone, video conference or in person shall take all reasonably necessary action determined by SatixFy subject to cause any such vacancy to be filled by a replacement Sponsor its articles of association . The 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 hand, as to the matter(s) to be discussed or actions to be taken during such portion of such meeting of the Holdco Board, conflict or could be perceived to conflict (in the good faith judgment of the Holdco Board). (e) In no event shall the Sponsor Board Observer: (i) be deemed to not be a member of the Holdco Board or any committee thereof; (ii) have the right and shall not be entitled to vote on any matter under consideration matters presented to or discussed by Holdco the Board 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 directors of Holdcorelevant committee thereof). As a non-voting observer, subject to the proviso in Section 1.10(d), the Sponsor Board Observer will also be provided (concurrently with delivery to the directors of Holdco and in 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 The Board Observer shall execute and deliver to Holdco SatixFy a customary confidentiality agreement in the form attached hereto as Exhibit A (the “Observer NDA”). MDA shall cause the Board Observer to comply with all relevant SatixFy internal policies and substance 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 satisfactory be expected to Holdcoconstitute ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 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 “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 MDA NDA. SatixFy shall reimburse MDA or the Board Observer, as applicable, for all reasonable out-of-pocket costs and expenses incurred by the Board Observer in connection with the Board Observer’s participation in any such BOD Meeting (including, for certainty, reasonable lodging and travel expenses) and on a basis that is at least as favourable as SatixFy’s management expense and travel policies in effect at the relevant time. Notwithstanding the foregoing, SatixFy may exclude Board Observer from access to any information, material or meeting or portion thereof if: (i) the Board concludes in good faith, upon advice of SatixFy’s legal counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between SatixFy or any of its Affiliates and its legal counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board, independent auditors and/or legal counsel, as the Board may designate and such limitation is reasonably necessary with respect to the applicable matters, (iii) 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 Board concludes in good faith, upon advice of SatixFy’s legal counsel, that such exclusion is necessary in order for SatixFy to comply with applicable Law.

Board Observer. (a) From The Company shall ensure that, at any time from the Acquisition Closing Date and until the date the Sponsor Parties, including the parties to the Interim Financing named on Schedule IIIDate, the members holders of the Sponsor and their respective Permitted Transferees, in the aggregate, Beneficially Own less more than 550% of the aggregate principal amount of the outstanding Holdco Ordinary Shares Notes (after taking into account any securities including, without limitation, Additional Notes) shall have the right to appoint one non-voting observer (“Board Observer”) to the Board of Holdco Beneficially Owned by the Sponsor Parties convertible into Holdco Ordinary Shares) Directors (the “Sponsor Sunset DateBoard”)) 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 Sponsor Board Observer, as determined by the Company, acting reasonably, (ii) such Board Observer shall be entitled to designate one (1) observer on receive all materials distributed to all members of the board of directors (and all members of Holdco 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 “Holdco BoardBoard Information”) (and not use any Board Information except solely within the “Sponsor 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) 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 Upon redemption or repayment in full of the deathNotes or satisfaction, removal discharge or resignation other termination of a Sponsor Board Observerthis Indenture and as long as warrants issued in connection with the offering as described in this offering circular remain outstanding, and Holdco warrant holders 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 hand, as to the matter(s) to be discussed or actions to be taken during such portion of such meeting of the Holdco Board, conflict or could be perceived to conflict (in the 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 vote on any matter under consideration by Holdco appoint one Board Observer to the Board of the Company 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 equivalent governing body of the Company or any duties (fiduciary holding company or otherwise) otherwise applicable subsidiary of the Company from time to time that effectively functions as the directors “board” of Holdco. As a non-voting observerthe Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, subject to the proviso in Section 1.10(d), the Sponsor Board Observer will also be provided (concurrently with delivery to the directors of Holdco conditions and in 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 Boardrequirements listed above. (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) From As of and after the Closing Date and until the date the Sponsor Parties, including the parties to the Interim Financing named on Schedule IIIfor so long as any Tranche B Term Loans are outstanding, the members Administrative Agent (acting at the direction of the Sponsor and their respective Permitted Transferees, in the aggregate, Beneficially Own less Lenders holding outstanding Tranche B Term Loans representing more than 550% of the sum of the total outstanding Holdco Ordinary Shares (after taking into account any securities of Holdco Beneficially Owned by the Sponsor Parties convertible into Holdco Ordinary Shares) (Tranche B Term Loans, the “Sponsor Sunset DateMajority Tranche B Lenders”), the Sponsor ) shall be entitled to designate appoint one 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 (1such representative, the “Lender Representative”) observer on who shall be entitled to attend (but not entitled to vote at) each meeting of the Parent’s board of directors (the “Board”) and each meeting of any board of directors of Holdco the Borrower or any Subsidiary on which another member of the Board servers as a director (the each, a “Holdco Governing Board”) (the “Sponsor Board Observer”). (b) The Sponsor Board Observer may resign at any time upon 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 Holdco 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 directors of each Governing Board (including any committee or subcommittee of such Governing Board) in connection with each such meetings as if the 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) The Sponsor shall have the exclusive right to designate the Sponsor Board Observer to fill provided that, notwithstanding any vacancies created by reason other provision of the death, removal this Agreement or resignation of a Sponsor Board Observer, and Holdco shall take all reasonably necessary action to cause in 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 other related agreement to the affairs of Holdco and contrary, each Governing Board shall be entitled to (A) excuse the actions taken by the board of directors; provided, that the Sponsor Board Observer may be excluded Lender Representative from all or any portion of any such meeting of the Holdco such Governing Board to the extent that the Holdco (or receive written consent in respect of) if (x) such Governing Board determines that it will discuss any matters in good faith and upon the advice an executive session limited to independent members of counsel a Governing Board, independent auditors and/or legal counsel, that would reasonably be likely to Holdco that such exclusion is required to preserve the jeopardize or otherwise impair any attorney-client privilege between Holdco and its counselprivilege, (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 extent Loans or any refinancing thereof or (z) there exists any actual conflict of interest between the respective interests of HoldcoLender Representative, on one hand, and the SponsorParent, any Borrower or any Subsidiary, on the other hand; provided further that, as to the matter(s) to be discussed or actions to be taken during such portion 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 Holdco BoardGoverning Board and shall not be entitled to vote on, conflict or could be perceived consent to, any matters presented to conflict (in the good faith judgment of the Holdco Board)such Governing Board or committee thereof. (e) In no event shall Notwithstanding the Sponsor Board Observer: (i) be deemed to be a member of foregoing, immediately upon the Holdco Board or any committee thereof; (ii) have the right to vote on any matter under consideration by Holdco Board 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 directors of Holdco. As a non-voting observer, subject to the proviso in Section 1.10(d), the Sponsor Board Observer will also be provided (concurrently with delivery to the directors of Holdco and in the same manner delivery is made to them) copies repayment of all notices, minutes, consentsoutstanding principal and interest, and all premium, if any, on the Tranche B Term Loans and the other materials or information (financial or otherwise) that are provided to the directors Obligations with respect to a meeting or any written consent in lieu of meeting; providedthe 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), that the failure to deliver or make available one or more all obligations of the items described in this sentence shall not affect the validity of any action taken by the Holdco Board. (f) Notwithstanding anything Parent with respect to the contrary hereinLenders and the Lender Representative pursuant to this Section 5.19 shall forever terminate, prior and no Lender shall have a right to the Sponsor Board Observer being entitled to attend any meeting of the Holdco Board or receive the information specified in appoint a Lender Representative under this 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 Holdco5.19.

Board Observer. (a) From During the Closing Date and until Term, Investor shall have the date the Sponsor Parties, including the parties to the Interim Financing named on Schedule III, the members of the Sponsor and their respective Permitted Transferees, in the aggregate, Beneficially Own less than 5% of the outstanding Holdco Ordinary Shares (after taking into account any securities of Holdco Beneficially Owned by the Sponsor Parties convertible into Holdco Ordinary Shares) (the “Sponsor Sunset Date”), the Sponsor shall be entitled right to designate one (1) observer on individual to be present in a non-voting, observational capacity (for clarity, with no right to participate) at all meetings of the board Opthea Board of directors Directors or any committee thereof, including any telephonic meetings but excluding executive sessions of Holdco any such meetings (such individual, the “Holdco Board”) (the “Sponsor Investor Board Observer”). (b) The Sponsor . 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 may resign at any time upon written notice simultaneously by means reasonably designed to ensure timely receipt by the Investor Board Observer (provided that Opthea need not provide to the Holdco Board. (c) The Sponsor shall have the exclusive right to designate the Sponsor Investor Board Observer any information that, if disclosed to fill any vacancies created by reason of the death, removal or resignation of a Sponsor Board Observer, and Holdco shall take all reasonably necessary action to cause any such vacancy to be filled by a replacement Sponsor Investor Board Observer in his or her capacity as promptly as reasonably practicable. such, would adversely affect the maintenance by Opthea of any applicable attorney-client privilege, any information that relates to (di) ▇▇▇▇▇▇ agrees that it will invite the Sponsor Board Observer negotiation of any amendment to attendor restatement of this Agreement, in a non-voting observer capacity, all meetings of (ii) the Holdco Board for the purposes of permitting the Sponsor Board Observer to have current information strategy with respect to the affairs of Holdco and the actions taken by the board of directors; provided, this Agreement as it specifically relates to Investor (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 nothing 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 hand, as to the matter(s) to be discussed or actions to be taken during such portion of such meeting of the Holdco Board, conflict or could be perceived to conflict (in the 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; this clause (ii) have shall permit Opthea to withhold information related to the right Product or the activities undertaken by Opthea, whether generally or pursuant to vote on any matter under consideration by Holdco Board or otherwise have any power to cause Holdco to takethis Agreement, or not to take, any action; in connection with Developing and Commercializing the Product) or (iii) have or be deemed to havethe relationship between Opthea and Investor, or otherwise be subject to, any duties (fiduciary or otherwise) information related to Holdco or its shareholders or any duties (fiduciary or otherwise) otherwise applicable internal business matters of Opthea that does not relate to the directors 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 notice of Holdco. As a non-voting observersuch meetings, subject by the same means as such notices are delivered to the proviso in Section 1.10(d), members of the Sponsor Opthea Board of Directors and at the same time as notice is provided or delivered to the Opthea Board of Directors. The Investor Board Observer will also be provided (concurrently with delivery to the directors of Holdco and in 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 execute 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 acceptable to HoldcoInvestor (and, for the avoidance of doubt, Investor will remain responsible to Opthea for any noncompliance by the Investor Board Observer with such confidentiality obligations).

Board Observer. For so long as Evolve owns more than two percent (a2%) From the Closing Date and until the date the Sponsor Parties, including the parties to the Interim Financing named on Schedule III, the members of the Sponsor issued and their respective Permitted Transfereesoutstanding Common Units and is not a Non-Funding Member, in Evolve shall have the aggregate, Beneficially Own less than 5% of the outstanding Holdco Ordinary Shares (after taking into account any securities of Holdco Beneficially Owned by the Sponsor Parties convertible into Holdco Ordinary Shares) (the “Sponsor Sunset Date”), the Sponsor shall be entitled right to designate one (1) natural Person to act as a Board observer on the board of directors of Holdco (the a “Holdco Board”) (the “Sponsor Board Observer”). (b) The Sponsor Board Observer may resign at any time upon all meetings of the Board, which designation shall be made by written notice to the Holdco Board. (c) The Sponsor shall have Company. Subject to the exclusive right to designate limitations set forth in this Section 5.6, the Sponsor Board Observer shall be entitled to fill any vacancies created by reason of the death, removal or resignation of a Sponsor Board Observer, 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, attend all meetings of the Holdco Board for and, so long as Evolve owns at least ten percent (10%) of the purposes issued and outstanding Class B Preferred Units, of permitting any committee thereof, and the Sponsor Company shall provide to the Board Observer any notices of Board or committee meetings, as applicable, and a copy of all meeting materials currently with providing such notices and materials to the Board or committee, as applicable, substantially concurrently with delivery of such notices and meeting materials to the Managers. The Board Observer shall not have current information any voting rights or count towards any quorum with respect to any action brought before the affairs of Holdco and Board or any Board committee. Notwithstanding any rights to be granted or provided to the actions taken by the board of directors; provided, that the Sponsor Board Observer may be excluded from all under this Agreement, the Board or any two Managers acting together may exclude a Board Observer from access to any materials or meetings (but not prevent delivery of a notice of such meeting) or portion of any thereof, (a) if the Board Observer does not execute and deliver to the Company a confidentiality agreement reasonably acceptable to the Company prior to such meeting or the delivery 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 materials, (b) if such exclusion is required reasonably (in the good faith determination of the Board or such Managers) necessary to preserve the attorney-client privilege between Holdco the Company or its Subsidiaries and its counsel, or any privilege under any common interest or joint defense doctrine, or to comply with law, rule or regulation; provided that the extent the respective interests Board Observer shall be provided with a summary of Holdco, on one hand, and the Sponsor, on the other hand, as to the matter(s) to be discussed such materials or actions to be taken during such portion minutes of such meeting of 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 Holdco BoardBoard from taking any action by written consent in accordance with this Agreement, conflict or could be perceived to conflict (in provided, however, that the 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 vote on any matter under consideration by Holdco Board 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 directors of Holdco. As a non-voting observer, subject to the proviso in Section 1.10(d), the Sponsor Board Observer will also be provided (receive any such written consent substantially concurrently with delivery to the directors of Holdco and in 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 members 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.