Common use of Board Observer Clause in Contracts

Board Observer. During the Designation Rights Period, the Biotest Stockholder shall be entitled to designate one (1) person as a board observer (the “Board Observer”); provided, however, that the Company shall not be required to perform any of its obligations under this Section 6.2 in respect of any Board Observer to whom the Board of Directors in good faith objects for a reasonable and compelling reason (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right to attend (in person or telephonically, at his or her discretion) each meeting of the Board of Directors as an observer (and not as a director) and shall not have the right to vote at any such meeting or otherwise act on behalf of the Board of Directors or the Company; provided, however, that the Board Observer may be excluded from all or any portion of any such meeting to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such exclusion is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflict. The Company will send, or cause to be sent, to the Board Observer (x) the notice of the time and place of any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: (i) the Company may redact from any Meeting Notice, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Company.

Board Observer. During the Designation Rights PeriodThe Company shall permit a representative of each of CCMP, the Biotest Stockholder shall be entitled to designate one Xxxxxxx, Altoma and Chesapeake (1) person as a board observer (the each, an “Board Observer”); provided, however, that the Company shall not be required to perform any of its obligations under this Section 6.2 in respect of any Board Observer to whom the Board of Directors in good faith objects for a reasonable and compelling reason (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right ) to attend (in person or telephonically, at his or her discretion) each meeting all meetings of the Board of Directors as an and all committees thereof (whether in person, telephonic or other) in a non-voting, observer (and not as a director) capacity and shall not have provide to each Observer the right to vote receive all notices, reports and other communications sent to directors, at the same time they are transmitted to directors. The Observers may be excluded from any such meeting or otherwise act on behalf portion thereof and need not be provided such materials if a majority of the Board of Directors or the Company; provided, however, reasonably believes that the Board Observer may be excluded from all or any portion of any Observers’ attendance at such meeting or access to the extent that the Board of Directors determines in good faith such information would: (ai) upon the advice of counsel that such exclusion is required to preserve the adversely affect attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel; (ii) represent confidential or proprietary business information that could be misused by CCMP, on Xxxxxxx, Altoma and/or Chesapeake, as the other hand, case may be; or (biii) involve a conflict of interest between the Company and CCMP, Xxxxxxx, Altoma and/or Chesapeake, as the case may be. Each of CCMP, Fischer, Altoma, Chesapeake and their respective officers, directors, employees or agents (any of the foregoing, a “Stockholder Group Member”) agrees and acknowledges that it and its Observer will be bound by the confidentiality provisions of Section 10.7 of this Agreement. The Company acknowledges that each of CCMP, Xxxxxxx, Altoma and Chesapeake and the Observers may have, from time to time, information (“Information”) that may be of interest to the respective interests Company regarding a wide variety of matters including, by way of example only, current and future investments and transactions with respect to other Persons that may be competitive with the Company. Each of the Company and its Subsidiariesthe Parties agrees that CCMP, Xxxxxxx, Altoma and Chesapeake and the Observers shall have no duty to disclose any Information to the Company or permit the Company to participate in any investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the one handCompany if it were aware of such Information, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflict. The Company will send, or cause to be senthereby waives, to the Board Observer (x) maximum extent permitted by law, any claim based on the notice of corporate opportunity doctrine or otherwise or that could require CCMP, Xxxxxxx, Altoma and Chesapeake or the time and place of Observers to disclose any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent Information to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided Company or offer any opportunity relating thereto to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directorsCompany; provided, however, that: (i) the Company may redact from any Meeting Notice, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials this provision shall not affect the validity apply to Xxxxxxx so long as Xxxx Xxxxxxx is an officer of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Company.

Board Observer. During the Designation Rights Period, the Biotest Stockholder The Company shall be entitled to designate one (1) person as permit a board observer representative of First Reserve (the “Board "Observer”); provided, however, that the Company shall not be required to perform any of its obligations under this Section 6.2 in respect of any Board Observer to whom the Board of Directors in good faith objects for a reasonable and compelling reason (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right ") to attend (in person or telephonically, at his or her discretion) each meeting all meetings of the Board of Directors as an and all committees thereof to which the Observer is assigned by the Board of Directors (whether in person, telephonic or other) in a non-voting, observer (and not as a director) capacity and shall not have provide to First Reserve, the right (A) to vote receive all notices, reports and other communications sent to directors, at the same time they are transmitted to directors, (B) to consult with and advise members of senior management of the Company, and (C) upon reasonable notice, to have access to the books and records of the Company. The Observer may be excluded from any such meeting or otherwise act on behalf portion thereof and need not be provided such materials if a majority of the Board of Directors or the Company; provided, however, reasonably believes that the Board Observer may be excluded from all or any portion of any Observer's attendance at such meeting or access to the extent that the Board of Directors determines in good faith such information would: (ai) upon the advice of counsel that such exclusion is required to preserve the adversely affect attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, counsel or (bii) that the respective interests involve a conflict of interest between the Company and its Subsidiaries, on First Reserve. First Reserve agrees and acknowledges that it and the one hand, and those Observer will be bound by the confidentiality provisions of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflictSection 8.8 of this Agreement. The Company will sendacknowledges that First Reserve and the Observer may have, from time to time, information ("Information") that may be of interest to the Company regarding a wide variety of matters including, by way of example only, current and future investments First Reserve has made, may make, may consider or may become aware of with respect to other companies that may be competitive with the Company's. The Information may or may not be known by the Observer. The Company agrees that First Reserve and the Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any investments based on any Information, or cause to otherwise take advantage of any opportunity that may be sent, of interest to the Board Observer (x) the notice Company if it were aware of the time and place of any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: (i) the Company may redact from any Meeting NoticeInformation, and may redact or withhold entirely any Meeting Materialshereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit First Reserve's ability to pursue opportunities based on such Information or that would require First Reserve or the Board of Directors determines in good faith (a) upon the advice of counsel that Observer to disclose any such redaction or withholding is required Information to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer offer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, opportunity relating thereto to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board First Reserve's initial Observer shall execute be Xxx X. Xxxxx. From time to time, First Reserve may, upon written notice to and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to approval by the Company, appoint a different Observer to replace Xx. Xxx X. Guill.

Board Observer. During The Majority Holders (as such group is determined on the Designation Rights PeriodClosing Date (as defined in the Exchange Agreement)) may, at any time on or after the Biotest Stockholder shall be entitled Closing Date and prior to termination of this Agreement pursuant to Section 8(a) (the “Term”), designate one (1) person non-voting observer that meets the Independent Director Criteria (as a board observer defined herein) (such non-voting observer, the “Board Observer”); provided, however, provided that such right shall be suspended at any time during which a New Independent Director (as defined herein) has been elected or appointed as a director of the Company pursuant to Section 2. The Company shall not be required to perform any of its obligations under this Section 6.2 in respect of any appoint the Board Observer to whom the Board of Directors in good faith objects for a reasonable and compelling reason (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right to attend (in person or telephonically, at soon as practicable following his or her discretion) each meeting designation by the Majority Holders and the Board Observer will have the right, in the Board Observer’s capacity as such, to attend meetings of the Board and to receive all materials distributed to members of Directors as an observer the Board; provided that (i) the Board Observer will only be allowed to observe meetings of the full Board and of the Board’s executive committee or other committee serving a similar function, if any, thereof and not as a directorany meetings of any other committee thereof, (ii) and shall not the Board Observer will in no circumstances have the any right to vote at vote, consent to or take any such meeting action in his or otherwise act her capacity as Board Observer or on behalf of the Board of Directors or the Companyany committee thereof; provided, however, that (iii) the Board Observer may be excluded from all or any portion of any such meeting to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such exclusion is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflict. The Company will send, or cause to be sent, to the Board Observer (x) the notice of the time and place of any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: (i) the Company may redact from any Meeting Notice, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors (or any executive committee or other committee serving a similar function, if any, thereof) or portion thereof and may be prohibited from receiving any related materials if (x) the Board determines in good faith that such exclusion is necessary to preserve attorney-client, work product or similar privilege, or to receive comply with applicable law, or (y) if the Board determines in good faith that there exists, with respect to the subject matter of any Meeting Notice such meeting or Meeting Materialsthe related materials, an actual or potential conflict of interest between the Board Observer or any Affiliate of the Board Observer and the Company; and (iv) the Board Observer shall execute and deliver agree, pursuant to the Company a customary confidentiality agreement that is consistent with, and no more restrictive than, the terms described herein (including, without limitation, the terms and conditions set forth in Sections 4(b) and (c) of this Agreement) and otherwise in form and substance reasonably satisfactory acceptable to the CompanyCompany in its reasonable discretion (each, a “Confidentiality Agreement”), to keep confidential any Confidential Information (as defined herein) prior to receiving any such material or attending any such meetings.

Board Observer. During At any time when a Purchaser, together with its permitted transferees, holds one or more Notes with an outstanding principal amount of at least $5,000,000, such Purchaser shall have the Designation Rights Period, the Biotest Stockholder shall be entitled right to designate appoint one (1) person individual to serve as a board an observer (the “Board Observer”) on the Board of Directors of the Company (the “Board”); provided, however, that the Company selection of the Board Observer shall be subject to the prior written consent of the Company, such consent not to be unreasonably withheld (it being understood and agreed that the Board Observer shall not be required to perform any a member of its obligations under this Section 6.2 in respect of any Board Observer to whom the Board of Directors in good faith objects for a reasonable and compelling reason (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board ObserverBoard). The Board Observer shall have be subject to the right to attend (rights and responsibilities as set forth in person or telephonically, at his or her discretion) each meeting of the Board of Directors as an observer (and not as a director) and this Section 4.14. The Company shall not have the right to vote at any such meeting or otherwise act on behalf of the Board of Directors or the Company; provided, however, that invite the Board Observer may be excluded from to attend all or any portion meetings of any such meeting to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such exclusion is required to preserve the attorney-client privilege between the Company or the Board of Directorsa nonvoting observer capacity and, on the one handin this respect, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflict. The Company will send, or cause to be sent, subject to the Board Observer’s having informed the Company that it wishes to attend, the Company shall give the Board Observer (x) the notice copies of the time all notices, minutes, consents, and place of any such meeting (the “Meeting Notice”) other materials that it provides to its directors at the same time and in the same manner as the Meeting Notice is sent to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: (i) the Company may redact from any Meeting Notice, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines Observer shall agree to hold in good faith confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that Company shall have the right to withhold any information and to exclude the Board Observer from any meeting or portion thereof if (aA) upon the advice of counsel that access to such redaction information or withholding is required to preserve attendance at such meeting could adversely affect the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, ; (B) result in disclosure of trade secrets or a conflict of interest; or (bC) if the Company is advised by legal counsel that such exclusion is required in connection with the respective interests fiduciary or other duties or obligations of the Company and its SubsidiariesBoard, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to provided that in such redactions or case the Company shall notify the Board Observer in writing that information has been so withheld Meeting Materialsfrom the Board Observer (provided that, conflict or could for the avoidance of doubt, such information shall not be perceived required to conflict; (ii) the failure to deliver or make available be provided to the Board Observer any Meeting Notice or Meeting Materials Observer). For the avoidance of doubt, this Section 4.14 shall not affect automatically terminate upon the validity occurrence of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the a Public Company with current contact information of the Board ObserverEvent, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled in existence at such time shall have no further observation or other rights pursuant to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Companythis Section 4.14.

Board Observer. During Until all of the Designation Rights PeriodNotes are no longer outstanding, the Biotest Stockholder holders of the Notes shall be entitled permitted to designate appoint one (1) person as a board observer to the Board of Directors of the Company (the “Board Observer”); provided, however, that with such Board Observer to be determined by the Required Holders and subject to the approval of the Company (such approval not to be unreasonably withheld). The Required Holders shall not be required permitted to perform any of its obligations under this Section 6.2 in respect of remove any Board Observer and/or appoint any successor Board Observer as they shall elect in their sole discretion from time to whom the Board of Directors in good faith objects for a reasonable and compelling reason (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer)time. The Board Observer shall have the right be permitted to attend (and participate in person or telephonically, at his or her discretion) each meeting all meetings of the Board of Directors as an observer (and not as a director) and but shall not have voting rights), and shall receive all information, notices, reports, written consents, meeting minutes and other materials (the right “Board Information”) provided to vote at any such meeting or otherwise act on behalf the members of the Board of Directors or of the Company; provided, howeverin each case, that substantially simultaneously with, and substantially in the Board Observer may be excluded from all or any portion of any such meeting same manner and to the same extent that as, such Board Information is given to the members of the Board of Directors determines in good faith (a) upon the advice of counsel that such exclusion is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflict. The Company will send, or cause to be sent, to the Board Observer (x) the notice of the time and place of any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: (i) the Company may redact from any Meeting Notice, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion Notices of any meeting of the Board of Directors or shall be distributed to receive the Board Observer at least forty-eight hours in advance of any Meeting Notice or Meeting Materialsmeeting of the Board of Directors, provided that in the event the Company determines, in good faith, it is advisable to hold a meeting on less than 48 hours advance notice, the Board Observer shall execute and deliver receive notice no later than the notice delivered to the Board of Directors. The Company a customary confidentiality agreement shall promptly reimburse the reasonable and documented expenses of the Board Observer in form and substance reasonably satisfactory to connection with attending any meeting of the CompanyBoard of Directors.

Board Observer. During The Company grants to the Designation Rights Period, Minority Stockholder the Biotest Stockholder shall be entitled right to designate one (1) person as a board observer non-voting Observer (the “Board Observer”); provided, however, that the Company shall not be required ) to perform any of its obligations under this Section 6.2 in respect of any Board Observer to whom the Board of Directors in good faith objects for a reasonable and compelling reason of the Company (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer“Board”). The Board Observer shall have the right to attend (in person or telephonicallynotice of and attendance at all meetings of the Board, at his or her discretion) each meeting the board of directors of any subsidiary of the Company, and any committee of any of the foregoing boards. The Observer shall be entitled to receive and have full access to all information and materials provided to any of the members of the Board of Directors as an observer (and not as a director) and shall not have the right to vote at or any such meeting or otherwise act on behalf member of the Board board of Directors or the Company; provided, however, that the Board Observer may be excluded from all or any portion directors of any such meeting to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such exclusion is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests subsidiary of the Company and its Subsidiariesin connection with any Board Meeting, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflict. The Company will send, or cause to be sent, to the Board Observer (x) the notice of the time and place of any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent to the directors and (y) copies of all noticesBoard receives such materials, reports, minutes and other documents and including without limitation any materials (collectively, “Meeting Materials”) provided distributed to the Board or the board of Directors directors of any subsidiary of the Company seeking their written consent in respect lieu of each such meeting at a meeting. The Minority Stockholder will designate the same time and in the same manner as they are provided Observer by notice to the directors; providedCompany who shall be reasonably acceptable to the Company, howeverand the Company may change the Observer (subject to the approval of the Company not to be unreasonably withheld) at any time by notice to the Company. Neither the Minority Stockholder nor the Observer will receive any compensation from the Company for service as an Observer. Notwithstanding the foregoing, that: (i) the Board or any committee of it may restrict any Person’s attendance as an Observer at any meeting or portion of a meeting and will not be required to provide information or access to information with respect thereto, if the Board or any committee of it, makes a good faith determination, that such Person has a conflict of interest with respect to the subject matter of such portion of the meeting or that the attendance by such Person at such portion of the meeting or the delivery of or provision of access to, such information would cause the Company may redact from any Meeting Noticeto lose the benefit of protection in respect of what would otherwise be privileged communications, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact informationnotice was given, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board or any committee of Directors it shall not prevent any such meeting from proceeding or to receive otherwise affect the validity of such meeting or any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Companyactions taken at such meeting.

Board Observer. During For so long so the Designation Rights Period, Principal Stockholder Group has the Biotest Stockholder shall be entitled right to designate one (1) or more individuals for nomination to the Board, the Principal Stockholder Group shall also have the right to designate from time to time one person as a board observer (the “Board Observer”)) to (i) receive notice of, and any other materials relating to, each meeting of the Board and each meeting of each committee of the Board substantially concurrently with the provision thereof to the members of the Board or such committee, as applicable, and (ii) attend and participate as an observer in each meeting of the Board and meeting of each committee of the Board; provided, however, provided that the Company shall not be required to perform any of its obligations under this Section 6.2 in respect of any such Board Observer is permitted by applicable Law and provided further that such Board Observer agrees to whom maintain the confidentiality of all information and proceedings of the Board of Directors to the same extent, and subject to the same exceptions, as provided in good faith objects for Section 3.4 in relation to Stockholders and Confidential Information and, if reasonably requested by the Company, to enter into a reasonable and compelling reason (which, for customary confidentiality agreement. For the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right to attend (in person or telephonically, at his or her discretion) each meeting not be a member of the Board or any committee of Directors as an observer (and not as a director) and the Board, shall not have the any right to vote at any such meeting or otherwise act on behalf of the Board or any committee of Directors the Board, shall not have any fiduciary duties to the Company or the Company; provided, however, that its stockholders as a result of his or her capacity or service as an observer as contemplated hereby. Notwithstanding any rights granted or provided to the Board Observer may be excluded hereunder, (i) the Company reserves the right to exclude any Board Observer from all access to any material or any meeting or portion thereof if the Board reasonably determines, acting in good faith and on the advice of any counsel, that such meeting to access would prevent the extent that members of the Board from engaging in attorney-client privileged communication, and (ii) the Board Observer must notify the Board of Directors determines in good faith (a) upon the advice any other conflicts of counsel that such exclusion is required to preserve the attorney-client privilege interest between the Company Board Observer or its Affiliates and the Company, and if such conflict of interest or the Board matters underlying such conflict of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) interest are to be discussed at a meeting of the Board, the Board reserves the right to exclude the Board Observer from access to any material or actions to be taken during such meeting or portion thereof, in each case to extent related to such conflict of interest or could be perceived to conflict. The Company will send, or cause to be sent, to the Board Observer (x) the notice matters underlying such conflict of the time and place of any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: (i) the Company may redact from any Meeting Noticeinterest, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to recuse himself from any discussions regarding the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Companyconflict of interest.

Board Observer. During The Company agrees until such time as 90% of the Designation Rights Periodinitial principal amount outstanding on the Notes shall have been fully paid or converted that the Lead Investor identified on Schedule 8 hereto shall have the right, but not the Biotest Stockholder obligation, from time to time to designate in writing a nominee to designate an observer, who shall be entitled to designate one attend and participate (1but not vote) person as a board observer (the “Board Observer”); provided, however, that the Company shall not be required to perform any of its obligations under this Section 6.2 in respect of any Board Observer to whom the Board of Directors in good faith objects for a reasonable and compelling reason (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right to attend (in person or telephonically, at his or her discretion) each meeting all meetings of the Board of Directors of the Company and to receive all notices, reports, information, correspondence and communications sent by the Company to members of the Board of Directors. All reasonable costs and expenses incurred in connection therewith by any such designated observer or by the Lead Investor on behalf of such observer shall be reimbursed by the Company to the extent that the Company reimburses such expenses incurred by any directors of the Company. It is provided and agreed that the actions and advice of any person while serving pursuant to this section as an observer (and not as a director) and shall not have the right to vote at any such meeting or otherwise act on behalf meetings of the Board of Directors or shall be construed to be the Company; provided, however, actions and advice of that the Board Observer may person alone and not be excluded from all or any portion construed as actions of any Subscriber as to any notice, requirements or rights of any Subscriber under the Transaction Documents, nor as action of any Subscriber to approve modifications, consents, amendments or waivers thereof; and all such meeting actions or notices shall be deemed actions or notices to the extent that Subscribers only when duly provided in writing and given in accordance with the Board provisions of Directors determines in good faith (a) upon the advice of counsel that such exclusion is required to preserve the attorney-client privilege Transaction Documents. The relationship between the Company or and the Board of Directors, on the one handSubscribers is, and its counselshall at all times remain, on the other hand, or (b) solely that the respective interests of the Company and with a purchaser of its Subsidiariessecurities. The Subscribers neither undertake nor assume any responsibility or duty to the Company to review, on inspect, supervise, pass judgment upon, or inform the one hand, and those Company of any matter in connection with any phase of the Biotest Stockholder Company's business, operations, or its Affiliatescondition, on the other hand, as to the matter(s) to be discussed financial or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflictotherwise. The Company will sendshall rely entirely upon its own judgment with respect to such matters, and any review, inspection, supervision, exercise of judgment, or cause to be sent, to the Board Observer (x) the notice of the time and place of any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: (i) the Company may redact from any Meeting Notice, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver supplied to the Company by the Subscribers, or any representative or agent of the Subscribers, in connection with any such matter is for the protection of the Subscribers, and neither the Company nor any third party is entitled to rely thereon. It shall be deemed a customary confidentiality agreement in form and substance reasonably satisfactory to default of a material obligation under the CompanyNotes if Company does not comply with the requirements of this section.

Board Observer. During a. Effective as of the Designation Rights PeriodClosing Date (as defined in that certain Securities Purchase Agreement dated as of even date herewith (the “Purchase Agreement”)), the Biotest Stockholder Company shall be entitled invite one designee of the Investors (the “Observer”), as designated by the Investors from time to designate one (1) person as a board observer time, to attend and participate in all meetings of the Board of Directors of the Company (the “Board Observerof Directors”)) and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer (i) written notice of, agendas and participation details for such meetings and (ii) copies of all notices, minutes, consents, and other materials, in each case, that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that the Company such Observer shall not be required agree to perform any of its obligations under this Section 6.2 hold in respect of any Board Observer to whom confidence information so provided; provided further, that the Board of Directors and each committee shall have the right to withhold any information and exclude the Observer from any executive sessions of such meetings if only non-employee directors are present (in good faith objects for a reasonable addition to any legal or other advisors or representatives requested by such non-employee directors); and compelling reason (whichprovided further, for that the avoidance of doubt, may include Company reserves the right to withhold any information and to exclude the Observer any meeting or portion thereof if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right to attend (in person or telephonically, at his or her discretioni) each meeting of the Board of Directors as an observer (and not as a director) and shall not have the right to vote at any such meeting or otherwise act on behalf of the Board of Directors or the Company; provided, however, that the Board Observer may be excluded from all or any portion of any such meeting to the extent that the Board of Directors determines in good faith (a) based upon the advice of counsel that outside counsel, access to such exclusion information or attendance at such meeting is required reasonably likely to preserve (x) adversely affect the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counselcounsel or (y) result in a conflict of interest, on (ii) the other handObserver is a competitor of the Company, or (biii) that the respective interests of the Company such withholding and its Subsidiariesexclusion is necessary to protect trade secrets (unless covered by an enforceable confidentiality agreement, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as in a form reasonably acceptable to the matter(sCompany) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflict. The Company will send, or cause to be sent, to and the Board Observer (x) the notice of the time and place is notified in advance of any such meeting withholding or exclusion. The Observer shall not, by virtue of his or her capacity as such, have or be deemed to have, or otherwise be subject to, any duties (the “Meeting Notice”fiduciary or otherwise) at the same time and in the same manner as the Meeting Notice is sent to the directors and Company or any of its Affiliates or subsidiaries or its or their respective equityholders or any other person or entity or any duties (yfiduciary or otherwise) copies otherwise applicable to the members of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in their capacity as such. With respect of each such meeting at the same time and in the same manner as they are provided to the directors; providedObserver, however, that: the Company’s obligations under this Section 2(a) are contingent upon such Observer’s (i1) entering into a confidentiality agreement with the Company may redact from any Meeting Noticein a form that is reasonably acceptable to the Company and the Investors and (2) agreeing, and may redact or withhold entirely any Meeting Materialssolely in such individual’s capacity as the Observer, to be bound by the extent that the Board Company’s ixxxxxx xxxxxxx and window policies then in effect and applicable to members of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Company.

Board Observer. During the Designation Rights PeriodFor so long as any Balance remains outstanding, the Biotest Stockholder Borrower shall be entitled to designate one (1) person as a board observer (the “Board Observer”); provided, however, ensure that the Company shall not be required to perform any of its obligations under this Section 6.2 in respect of any Board Observer to whom the Board of Directors in good faith objects for a reasonable Lender Designee (i) is invited and compelling reason (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right permitted to attend (for the purpose of observing in person or telephonically, at his or her discretiona non-voting capacity) each meeting all meetings of the Board board of Directors as an observer (and not as a director) and shall not have the right to vote at any such meeting or otherwise act on behalf directors of the Board of Directors or the Company; provided, however, that the Board Observer may be excluded from all or any portion of any such meeting to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such exclusion is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, Borrower and its counselcommittees and (ii) receives all notices, on the information and other hand, materials provided to Borxxxxx’x directors or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) to be discussed or actions to be taken during committee members in connection with such meeting or portion thereof, conflict or could be perceived to conflict. The Company will send, or cause to be sent, to the Board Observer (x) the notice of the time and place of any such meeting (the “Meeting Notice”) meetings at the same time and in the same manner as provided to such directors or committee members. Notwithstanding the Meeting Notice is sent foregoing, Borrower may, by giving prior or concurrent written notice to Lender, exclude the Lender Designee from attending any meeting of the board of directors and its committees, or relevant portion thereof, and/or from receiving any such notices, information and other materials provided to Borrower’s directors and committee members (as applicable), if and to the directors and (y) copies of all noticesextent that, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: reasonable opinion of Borxxxxx xxd Borxxxxx’x counsel (i) the Company may redact from such attendance or receipt of such information or materials would jeopardize or infringe any Meeting Notice, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege, attorney work product or other similar privilege between the Company or the Board of Directorsprotection belonging to Borrower, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure topic of such meeting or content of such information or materials (or, in each case, relevant portion thereof) relates to deliver a matter in which the interests of Lender and Borrower are in conflict with each other (including, without limitation, with respect to any actual, threatened or make available potential dispute between Lenxxx xxd Borrower arising under or relating to the Board Observer any Meeting Notice Note Documents or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice Definitive Agreements); or Meeting Materials relate; and (iii) it shall be permitting such attendance or disclosure of information or materials would breach Borrower’s duty of confidentiality to any other Person, provided that such duty was not undertaken for the obligation purpose of excluding the Biotest Stockholder at all times Lender Designee and that, if requested by Lenxxx xx writing for a legitimate business purpose, Borrower takes commercially reasonable efforts to provide the Company with current contact information seek a waiver of the Board Observer, and the Company shall such duty (such efforts not be in breach of this Section 6.2 for failing to provide or make available require Borrower to pay any Meeting Notice or Meeting Materials amount to the Board Observer if the Biotest Stockholder has not provided Person(s) to whom such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Companyduty is owed).