Common use of Board Observer Clause in Contracts

Board Observer. (a) The Company shall allow one representative designated by NGP to attend all meetings of the Board in a nonvoting capacity (the “Observer Rights”), and in connection therewith, the Company shall give such representatives copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board; provided, however, that such representative shall sign a confidentiality agreement in a form that is agreeable to both Angeleno and the Company; and provided further that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege. Notwithstanding anything to the contrary contained herein, if at any time an individual nominated by Angeleno pursuant to Section 5.3(b)(iii) of the ROFR Agreement is not a director of the Company, then at such time the Company shall allow one representative designated by Angeleno to have the same Observer Rights as provided to NGP under this Agreement, subject to fulfillment by such representative of the same conditions imposed upon the representative designated by NGP under this Agreement. (b) GE shall be entitled to receive copies of all materials provided at regular or special meetings of the Board as and when such materials are provided to members of the Board, which such information may be redacted by the Company, in its reasonable discretion, in the same manner described in Section 3.1(e) above (the “GE Board Materials”). The Board shall invite up to three (3) representatives designated by GE to meet with management of the Company on each date the Board holds a meeting (such meetings to take place no less often than on a quarterly basis). On each such date, the Company shall cause management to be available to meet with GE for a period of time reasonably sufficient to discuss the GE Board Materials and any other business of the Company that the Company determines, in its reasonable discretion, does not relate to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). In addition, the Board may invite one representative designated by GE to attend any meetings of the Board (and, if applicable, portions thereof) during which no matters relating to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry) will be discussed, in a nonvoting capacity; provided, however, that any information disclosed during such meetings (or, if applicable, portions thereof) shall be subject to the GE Confidentiality Agreement; and provided, further, that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof (A) if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or (B) that relates to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). Subject to signing a confidentiality agreement in a form that is reasonably agreeable to both the Holders of Series B Preferred and the Company, each Holder of Series B Preferred holding not less than one hundred (100) shares of Series B Preferred and each Holder of Series B-1 Preferred holding not less than one hundred (100) shares of Series B-1 Preferred (in each case, as adjusted for stock dividends, combinations, splits, recapitalizations and the like), in addition to the GE designee described above, shall be entitled to receive the GE Board Materials and to participate in any such meetings with members of management of the Company.

Board Observer. (a) The Company Hospital shall allow be entitled to have one representative designated by NGP of Hospital (the “Hospital Observer”) attend all regularly held and special meetings of the Board of Directors of Company (the “Board”) in a nonvoting observer capacity and to attend receive notice of all meetings of the Board in a nonvoting capacity (the “Observer Rights”)Board, and in connection therewith, the Company shall give such representatives Hospital Observer copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company material that it provides to its Boarddirectors at or about the same time as delivered to such directors; provided, however, that such representative shall sign a confidentiality agreement in a form that is agreeable to both Angeleno and the Company; and provided further that the that: (a) Company reserves the right to exclude such representative the Hospital Observer from any meeting or portion thereof of the Board or from access to any material or meeting or portion thereof if the Company reasonably believes upon advice of counsel that such exclusion or withholding of information with respect thereto is reasonably necessary (i) to preserve the attorney-client privilege. Notwithstanding anything , (ii) in the event the Board intends to the contrary contained hereindiscuss or vote upon any circumstances or matters where there is a material actual or material potential conflict of interest between Company and Hospital, if at including without limitation any time an individual nominated by Angeleno pursuant to Section 5.3(b)(iii) discussion of the ROFR Agreement is not a director of the Company, then at such time the Company shall allow one representative designated by Angeleno to have the same Observer Rights as provided to NGP Parties’ rights and obligations under this Agreement, subject or (iii) to fulfillment by such representative comply with the terms and conditions of the same conditions imposed upon the representative designated by NGP under this Agreement. confidentiality agreements with third parties; (b) GE the Hospital Observer shall be entitled to receive copies of all materials provided at regular an Executive Director, Director, or special meetings Sr. Business Strategy & Licensing Manager from Hospital’s Innovation Office; the identity of the Board as and when such materials are provided to members of the Board, which such information may be redacted by the Company, in its reasonable discretion, in the same manner described in Section 3.1(e) above (the “GE Board Materials”). The Board shall invite up to three (3) representatives designated by GE to meet with management of the Company on each date the Board holds a meeting (such meetings to take place no less often than on a quarterly basis). On each such date, the Company shall cause management to be available to meet with GE for a period of time reasonably sufficient to discuss the GE Board Materials and any other business of the Company that the Company determines, in its reasonable discretion, does not relate to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). In addition, the Board may invite one representative designated by GE to attend any meetings of the Board (and, if applicable, portions thereof) during which no matters relating to any competitive aspect of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry) will be discussed, in a nonvoting capacity; provided, however, that any information disclosed during such meetings (or, if applicable, portions thereof) Hospital Observer shall be subject to the GE Confidentiality Agreementapproval of Company’s Board, which approval shall not to be unreasonably withheld or delayed; and provided(c) the Hospital, furtheron behalf of Hospital Observer, that shall enter into a confidentiality agreement with Company in form and substance reasonably satisfactory to Company requiring the Hospital and Hospital Observer to maintain the confidentiality of Company reserves information disclosed to the Hospital Observer. Hospital’s right to exclude such representative from access to any material or meeting or portion thereof under this Section 12.9 shall expire upon the earlier of (A) if the Company believes upon advice closing of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or initial public offering of Company’s capital stock, (B) that relates a Change of Control or (C) if the investors in a Series B preferred stock sale (or a subsequent round ) by the Company object to any competitive aspect the continuation of the wind energy industry (includingHospital Observer, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). Subject to signing a confidentiality agreement in a form that is reasonably agreeable to both the Holders initial closing of such Series B Preferred and preferred stock sale, provided the Company, each Holder of Series B Preferred holding not less than one hundred (100) shares of Series B Preferred and each Holder of Series B-1 Preferred holding not less than one hundred (100) shares of Series B-1 Preferred (in each case, as adjusted for stock dividends, combinations, splits, recapitalizations and the like), in addition Parties shall agree on alternative arrangements to the GE designee described above, shall be entitled to receive the GE Board Materials and to participate in any such meetings with members of management keep Hospital informed of the Companyactivities of the Company above the current reporting requirements.

Board Observer. So long as 33% of the Series X Preferred Stock issued on the date of this Agreement (asubject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series X Preferred Stock) remains outstanding, the holders of a majority of the then outstanding shares of Series X Preferred Stock shall be entitled to appoint one observer to the Board of Directors (the “Observer”). The Company Observer shall allow one representative designated by NGP be entitled to attend all meetings of the Board of Directors and all committees thereof in a nonvoting non-voting observer capacity (the “Observer Rights”), and in connection therewith, the Company shall give such representatives copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board; provided, however, that such representative shall sign a confidentiality agreement in a form that is agreeable to both Angeleno and the Company; and provided further that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege. Notwithstanding anything to the contrary contained herein, if at any time an individual nominated by Angeleno pursuant to Section 5.3(b)(iii) of the ROFR Agreement is not a director of the Company, then at such time the Company shall allow one representative designated by Angeleno to have the same Observer Rights as provided to NGP under this Agreement, subject to fulfillment by such representative of the same conditions imposed upon the representative designated by NGP under this Agreement. (b) GE shall be entitled to receive copies of all materials relating to the Company and its Subsidiaries that would have been provided at regular or special meetings to a member of the Board as of Directors and when such any committee of the Board of Directors, including notices, minutes, consents (including materials are provided in connection with any solicitation of written consent of the Board of Directors) and any other materials provided to members of the Boarddirectors (collectively, which such information may be redacted by “Board Materials”) at the Company, in its reasonable discretion, same time and in the same manner described in Section 3.1(e) above (as provided to the “GE Board Materials”). The Board shall invite up to three (3) representatives designated by GE to meet with management of the Company on each date the Board holds a meeting (such meetings to take place no less often than on a quarterly basis). On each such datedirectors; provided, the Company shall cause management to be available to meet with GE for a period of time reasonably sufficient to discuss the GE Board Materials and any other business of the Company that the Company determines, Observer shall agree to hold such materials and information in its reasonable discretion, does not relate confidence to any competitive aspect same extent as required of the wind energy industry (including, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industry). In addition, the Board may invite one representative designated by GE to attend any meetings a member of the Board (andof Directors. Notwithstanding the foregoing, if applicable, portions thereof) during which no matters relating to the Observer may be excluded from any competitive aspect portion of any meeting of the wind energy industry (including, without limitation, Board of Directors and shall not be entitled to receive any specific subsidiary, facility or portion thereof, customer or prospective customer that relates Board Materials to the wind energy industryextent (i) will be discussed, in a nonvoting capacity; provided, however, that any information disclosed during such meetings (or, if applicable, portions thereof) shall be subject to the GE Confidentiality Agreement; and provided, further, that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof (A) if the Company believes necessary upon advice of counsel that such exclusion is reasonably necessary to the Company to preserve the attorney-client privilege of the Company or (Bii) the Board of Directors reasonably concludes in good faith (and, as applicable, following receipt of advice of counsel) that relates to any competitive aspect the Observer has an actual or potential conflict of interest in respect of the wind energy industry matters to be discussed (includingor otherwise disclosed in the Board Materials, without limitation, any specific subsidiary, facility or portion thereof, customer or prospective customer that relates to the wind energy industryas applicable). Subject to signing a confidentiality agreement The Company shall pay or reimburse the Observer for the reasonable and documented out-of-pocket expenses incurred by the Observer in a form that is reasonably agreeable to both connection with the Holders attendance of Series B Preferred and meetings contemplated by this Section 6 in accordance with the Company, each Holder of Series B Preferred holding not less than one hundred (100) shares of Series B Preferred ’s policies and each Holder of Series B-1 Preferred holding not less than one hundred (100) shares of Series B-1 Preferred (practices with respect to director expense reimbursement then in each case, as adjusted for stock dividends, combinations, splits, recapitalizations and the like), in addition to the GE designee described above, shall be entitled to receive the GE Board Materials and to participate in any such meetings with members of management of the Companyeffect.