Common use of Observation Rights Clause in Contracts

Observation Rights. The Holder shall be entitled to appoint one Person (the “Holder Appointee”) to attend, as a non-voting observer, each meeting of the Board of Directors, or any committee thereof, whether such meeting is conducted in person or by telephone. The Holder Appointee shall be entitled to receive, with respect to each meeting of the Board of Directors or any committee thereof: (a)(i) written notice of each regular meeting at least ten (10) days in advance thereof and (ii) written notice of each special meeting at least two (2) Business Days in advance of such meeting, but, in any case involving any such regular or special meeting, such notice shall be delivered no later than the date on which the members of the Board of Directors or the committee, as applicable, are notified of such meeting, and (b) any and all information provided in connection with each such meeting to all other potential attendees of such meeting, in each case at the time and in the same manner as provided to such other attendees. Additionally, the Holder Appointee shall receive copies of all other notices, minutes, consents and other material items that the Company provides to its directors at the same time and in the same manner as provided to such directors. The Holder Appointee shall receive reimbursement from the Company for any and all reasonable out-of-pocket expenses incurred in connection with attending any and all meetings of the Board of Directors or any committee thereof. The Holder shall be entitled to fill any vacancy caused by the resignation, death or removal of a prior Holder Appointee. As of the date hereof, the Holder has elected not to appoint a Holder Appointee.

Observation Rights. The Holder So long as MPM Capital (or any successor ------------------ thereto) ("MPM") (or entities affiliated with MPM) owns shares of Series H Convertible Preferred Stock, MPM shall be entitled have the right to appoint designate one Person (the “Holder Appointee”) observer to attend, as a non-voting observer, each meeting attend meetings of the Board of DirectorsDirectors (such designee, or any committee thereof, whether such meeting is conducted in person or by telephonean "Observer"). The Holder Appointee Observer shall be entitled not have the right to receive, with respect vote on any matter presented to the Board of Directors. The Company shall give the Observer written notice of each meeting of the Board of Directors or any committee thereof: (a)(i) written notice of each regular meeting at least ten (10) days in advance thereof and (ii) written notice of each special meeting at least two (2) Business Days in advance of such meeting, but, in any case involving any such regular or special meeting, such notice shall be delivered no later than the date on which the members of the Board of Directors or the committee, as applicable, are notified of such meeting, and (b) any and all information provided in connection with each such meeting to all other potential attendees of such meeting, in each case at the time and in the same manner as provided to such other attendees. Additionally, the Holder Appointee shall receive copies of all other notices, minutes, consents and other material items that the Company provides to its directors at the same time and in the same manner as provided to such directors. The Holder Appointee shall receive reimbursement from the Company for any and all reasonable out-of-pocket expenses incurred in connection with attending any and all meetings members of the Board of Directors or any committee thereofreceive notice of such meetings, and the Company shall permit the Observer to attend as an observer all meetings of its Board of Directors. The Holder Observer shall be entitled to fill receive all written materials and other information given to the directors in connection with such meetings at the same time such materials and information are given to the directors, and the Observer shall keep such materials and information confidential. If the Company proposes to take any vacancy caused action by written consent in lieu of a meeting of its Board of Directors, the Company shall give written notice thereof to the Observer prior to the effective date of such consent. The Company shall provide the Observer all written materials and other information given to the directors in connection with such action by written consent at the same time such materials and information are given to the directors, and the Observer shall keep such materials and information confidential. Notwithstanding the foregoing, the Company reserves the right not to provide information and to exclude the Observer from any meeting or portion thereof if the Company believes, as determined in good faith by its Board of Directors, that delivery of such information or attendance at such meeting by the resignationObserver (a) would adversely affect the attorney-client privilege between the Company and its counsel, death or removal of a prior Holder Appointee. As (b) would violate any fiduciary obligations of the date hereofBoard of Directors, or (c) would involve a conflict of interest with regard to the Holder has elected not Observer, or if the Observer is a direct competitor of the Company. The rights of MPM pursuant to appoint a Holder Appointeethis Section 5.18 shall terminate on the earlier to occur of (i) twelve months after the consummation of an Initial Public Offering, or (ii) the acquisition (whether by merger or otherwise) of substantially all of the stock or assets of the Company by any entity unaffiliated with the Company.

Observation Rights. The Holder Company shall permit one (1) representative of Falcon Mezzanine Partners II, LP (together with FMP II Co-Investment, LLC, each of their respective Affiliates and Approved Funds, “Falcon”) and one (1) representative of JZ Equity Partners PLC (together with its Affiliates and Approved Funds, “JZEP”) to attend and participate in all meetings of the Governing Bodies of the Company and its Subsidiaries and all committees thereof (the “Observers”) provided, however, if as of any date of determination, either Falcon and/or JZEP shall no longer be the holder of at least 25.0% of the original principal amount of the Notes, held by such party as of the Closing Date then, the holders comprising a Majority Interest at such time shall be entitled to appoint one Person (from time to time a replacement Observer, which shall be reasonably acceptable to the “Holder Appointee”) Company; provided, further, that, the right to attend, as a non-voting observer, each meeting appoint Observers shall terminate upon the payment in full of the Board of Directors, or any committee thereof, whether such meeting is conducted in person or by telephoneObligations. The Holder Appointee Company shall be entitled to receive, with respect to each meeting of (i) give the Board of Directors or any committee thereof: (a)(i) written Purchasers notice of each regular meeting at least ten (10) days in advance thereof and (ii) written notice of each special meeting at least two (2) Business Days in advance of all such meetingmeetings, but, in any case involving any such regular or special meeting, such notice shall be delivered no later than the date on which the members of the Board of Directors or the committee, as applicable, are notified of such meeting, and (b) any and all information provided in connection with each such meeting to all other potential attendees of such meeting, in each case at the time and in the same manner as provided to such other attendees. Additionally, the Holder Appointee shall receive copies of all other notices, minutes, consents and other material items that the Company provides to its directors at the same time and in as furnished to the same manner as provided to such directors. The Holder Appointee shall receive reimbursement from members or the Governing Bodies of any of the Company for any and all its Subsidiaries (ii) pay the reasonable out-of-pocket costs and expenses incurred of the Observers in connection with attending any his attendance at such meetings or other activities, and indemnify the Observers to the fullest extent permitted by law in connection therewith, (iii) provide to the Observers all notices, documents and information furnished to the Governing Bodies of the Company and its Subsidiaries whether at or in anticipation of a meeting, an action by written consents or otherwise, at the same time furnished to such Governing Bodies, (iv) notify the Observers and permit the Observers to participate, on a non-voting basis, by telephone in, emergency meetings of such Governing Bodies and all committees thereof, (v) provide the Observers copies of the minutes of all such meetings at the time such minutes are furnished to the Governing Bodies of the Company or any of its Subsidiaries, and (vi) cause regularly-scheduled meetings of the Board Governing Bodies of Directors the Company to be held no less frequently than quarterly, with at least one (1) meeting per year held in person. Subject to the foregoing, all such meetings can be held either in person or any committee thereofby conference call, at the option of the Company. The Holder Company shall be entitled have the right to fill exclude the Observers from (i) any vacancy caused by the resignation, death or removal portion of a prior Holder Appointee. As meeting of the date hereofGoverning Body and/or (ii) the distribution of a certain portion of the documentation provided to the members of the Governing Body in connection with such meeting, if the presence of such Observers or the receipt of such materials would, in the reasonable opinion of outside counsel, result in the loss of attorney-client privilege to the Company with respect to such portion of the meeting or documents; provided, however, that upon and following the occurrence of any such exclusion, the Holder has elected not holders comprising a Majority Interest at such time shall have the right, upon written notice to appoint a Holder Appointee.the Company, to nominate and have appointed to the Governing Body one or more representatives (in the same aggregate number and otherwise in accordance with the provisions, and subject to the limitations, as the appointment of Observers set forth above) of their choice, and the Company shall take, all such action under its Articles of Incorporation, by-laws and other organizational documents necessary to effect the appointment and election of such individuals to the Governing Body, and the Parent agrees to vote all of its Capital Stock having voting power (and any other Capital Stock over

Observation Rights. The Holder shall be entitled Company agrees to appoint one Person (i) give the “Holder Appointee”) to attend, as a non-voting observer, each meeting holders of the Board Preferred Stock and Registrable Securities at least seven business days prior written notice of Directors, or any committee thereof, whether such meeting is conducted in person or by telephone. The Holder Appointee shall be entitled to receive, with respect to each meeting of the Board of Directors or any committee thereof: of the Company (a)(i) written notice of each regular meeting at least ten (10) days in advance thereof and a "Board Meeting"), (ii) written notice permit one representative designated by the holder or holders of each special meeting at least two 66-2/3% of the Preferred Stock and Registrable Securities then outstanding to serve as an observer at each Board Meeting, and (2iii) Business Days in advance deliver to the holders of such meeting, but, in any case involving any such regular or special meeting, such notice shall be the Preferred Stock and Registrable Securities copies of (a) all reports and other materials delivered no later than the date on which the members of to the Board of Directors of the Company or any Subsidiary in connection with each Board Meeting, or submitted to such Board of Directors of the committee, as applicable, are notified Company or any Subsidiary in connection with any proposed action to be taken by written consent of such meetingBoard of Directors, and (b) the minutes of each Board Meeting (and any resolutions that such Board of Directors passed pursuant to such written consent in lieu of a Board Meeting), certified as true and all information provided correct by the Secretary or Assistant Secretary of the Company or any Subsidiary, as the case may be, as soon as the same are available and in connection with any event within 30 days after each such meeting Board Meeting or within 10 days after the adoption of any resolution pursuant to all other potential attendees such written consent; provided that if the minutes of any such Board Meeting have not been approved within such 30 day period, the Company shall furnish drafts of such meeting, in each case at the time and minutes in the same manner as provided form expected to such other attendeesbe approved by the Board of Directors. AdditionallyUpon the request of the holders of 66-2/3% of the Preferred Stock and Registrable Securities then outstanding, the Holder Appointee shall holders may receive copies notice of all other notices, minutes, consents and other material items that the Company provides to its directors at the same time and in the same manner as provided to such directors. The Holder Appointee shall receive reimbursement from the Company for any and all reasonable out-of-pocket expenses incurred in connection with attending any and all meetings of the Board of Directors or any committee thereofof the Subsidiaries of the Company and designate an observer to attend such meetings in the same manner as is provided for Board Meetings in clauses (i) and (ii) of the immediately preceding sentence. The Holder So long as the Company shall be entitled in default in the performance or observance of the terms and conditions of this Agreement, the Rights Agreement or the Statement of Designation, all costs associated with the observation of any Board Meeting pursuant to fill any vacancy caused this Section 5.5 shall be borne by the resignation, death or removal of a prior Holder Appointee. As of the date hereof, the Holder has elected not to appoint a Holder AppointeeCompany.