Common use of Observer Rights Clause in Contracts

Observer Rights. (a) As long as Longitude Venture Partners IV, L.P. (together with its Affiliates, “Longitude”) owns shares of the Preferred Stock, the Company shall invite a representative of Longitude (the “Longitude Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Longitude Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Longitude Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Longitude Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Longitude Observer. (b) As long as Red Tree Venture Fund, L.P. (together with its Affiliates, “Red Tree”) owns shares of the Preferred Stock, the Company shall invite a representative of Red Tree (the “Red Tree Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Red Tree Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Red Tree Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Red Tree Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Red Tree Observer or if Red Tree or its representative is or is affiliated with a direct competitor of the Company. (c) As long as RA Capital Healthcare Fund, L.P. and/or RA Capital Nexus Fund II, L.P. (together with their Affiliates, “RA Capital”) owns shares of the Preferred Stock, the Company shall invite a representative of RA Capital (the “RA Capital Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the RA Capital Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that RA Capital Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the RA Capital Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the RA Capital Observer or if RA Capital or its representative is or is affiliated with a direct competitor of the Company. (d) For so long as LivaNova USA, Inc. (“LivaNova”) or any of its subsidiaries or Affiliates (each, including LivaNova, a “LivaNova Party” and collectively, the “LivaNova Parties”) holds any of the shares of Series B Preferred Stock (including any Common Stock into which such shares are convertible), the LivaNova Parties shall have the right to designate one representative (the “LivaNova Observer”) to attend and observe all meetings of the Board of Directors via telephone or video conference in a nonvoting observer capacity, and, in this respect, the Company shall provide the LivaNova Observer with copies of all notices, minutes, consents and other material (“Materials”) that it provides to the members of the Board of Directors, at the same time and in the same manner as the respective members of the Board of Director; provided, however, that the Company reserves the right to exclude the LivaNova Observer from access to any Material or meeting or portion thereof if the Board of Directors determines in good faith, upon the advice of counsel, that such exclusion is reasonably necessary to (i) preserve the attorney-client privilege, (ii) protect highly confidential proprietary information, or (iii) avoid a conflict of interest with ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees that the LivaNova Observer shall be selected by consulting with the Company’s CEO, and shall have no less than ten years of experience in the health care industry (or be a Vice President or comparable role) and be a fluent English speaker. Upon reasonable notice and at a scheduled meeting of the Board of Directors or such other time, if any, as the Board of Directors may determine in its sole discretion, the LivaNova Observer may address the Board of Directors with respect to LivaNova’s concerns regarding significant business issues facing the Company.

Observer Rights. (a) As long as Longitude Venture Partners IVIf at any time (i) CGI Opportunity Fund II, L.P. (together with its Affiliates, “LongitudeContrarian”) owns shares of has not elected a designee to the Preferred Stock, the Company shall invite a representative of Longitude (the “Longitude Observer”) to attend all meetings of its Board of Directors via telephone or video conference and (ii) Contrarian is the owner of at least 970,000 Shares, Contrarian shall be entitled to appoint one representative to attend each meeting (including telephonic meetings) of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give the Longitude Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Longitude Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Longitude Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Longitude Observer. (b) As long as Red Tree Venture Fund, L.P. (together with its Affiliates, “Red Tree”) owns shares of the Preferred Stock, the Company shall invite a representative of Red Tree (the “Red Tree Contrarian Board Observer”) to attend all meetings of its ). The Contrarian Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Red Tree Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Red Tree Observer shall agree be entitled to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Red Tree Observer from any meeting or portion thereof if access to such information or attendance at receive notice of each such meeting would adversely affect in the attorney-client privilege between the Company same form and its counsel or would result in disclosure of trade secrets to the Red Tree Observer or if Red Tree or its representative manner as is or is affiliated with a direct competitor of the Company. (c) As long as RA Capital Healthcare Fund, L.P. and/or RA Capital Nexus Fund II, L.P. (together with their Affiliates, “RA Capital”) owns shares of the Preferred Stock, the Company shall invite a representative of RA Capital (the “RA Capital Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the RA Capital Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that RA Capital Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the RA Capital Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the RA Capital Observer or if RA Capital or its representative is or is affiliated with a direct competitor of the Company. (d) For so long as LivaNova USA, Inc. (“LivaNova”) or any of its subsidiaries or Affiliates (each, including LivaNova, a “LivaNova Party” and collectively, the “LivaNova Parties”) holds any of the shares of Series B Preferred Stock (including any Common Stock into which such shares are convertible), the LivaNova Parties shall have the right to designate one representative (the “LivaNova Observer”) to attend and observe all meetings of the Board of Directors via telephone or video conference in a nonvoting observer capacity, and, in this respect, the Company shall provide the LivaNova Observer with copies of all notices, minutes, consents and other material (“Materials”) that it provides given to the members of the Board of Directors (the “Directors, at ”) and the same time materials as and when provided to the Directors. The Board of Directors shall not conduct any material business by written consent without giving notice (which may be after the fact) to the Contrarian Board Observer. The foregoing notwithstanding, the Contrarian Board Observer may be excluded from any meeting or receiving any information to the extent necessary or appropriate to protect any confidential matters discussed therein, as necessary or appropriate to protect the Company’s attorney/client privilege or in the same manner as the respective members of the Board of Director; provided, however, event that the Company reserves the right to exclude the LivaNova Observer from access to any Material or meeting or portion thereof if the Board of Directors reasonably determines in good faith, upon faith that the advice of counsel, that such exclusion is reasonably necessary to Contrarian Board Observer has a conflicting interest. (b) If at any time (i) preserve CVV Partners L.P. (“CVVP”) has not elected a designee to the attorney-client privilege, Board of Directors and (ii) protect highly confidential proprietary informationCVVP is the owner of at least 120,000 Shares, or (iii) avoid a conflict of interest with ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees that the LivaNova Observer CVVP shall be selected by consulting with the Company’s CEO, and shall have no less than ten years of experience in the health care industry entitled to appoint one representative to attend each meeting (or be a Vice President or comparable roleincluding telephonic meetings) and be a fluent English speaker. Upon reasonable notice and at a scheduled meeting of the Board of Directors in a nonvoting observer capacity (the “CVVP Board Observer”). The CVVP Board Observer shall be entitled to receive notice of each such meeting in the same form and manner as is given to the Directors and the same materials as and when provided to the Directors. The Board of Directors shall not conduct any material business by written consent without giving notice (which may be after the fact) to the CVVP Board Observer. The foregoing notwithstanding, the CVVP Board Observer may be excluded from any meeting or such other time, if anyreceiving any information to the extent necessary or appropriate to protect any confidential matters discussed therein, as necessary or appropriate to protect the Company’s attorney/client privilege or in the event that the Board of Directors may determine reasonably determines in its sole discretiongood faith that the CVVP Board Observer has a conflicting interest. (c) If at any time (i) One Earth Capital, the LivaNova Observer may address LLC (“One Earth”) has not elected a designee to the Board of Directors with respect and (ii) One Earth is the owner of at least 970,000 Shares, One Earth shall be entitled to LivaNova’s concerns regarding significant appoint one representative to attend each meeting (including telephonic meetings) of the Board of Directors in a nonvoting observer capacity (the “One Earth Board Observer”). The One Earth Board Observer shall be entitled to receive notice of each such meeting in the same form and manner as is given to the Directors and the same materials as and when provided to the Directors. The Board of Directors shall not conduct any material business issues facing by written consent without giving notice (which may be after the fact) to the One Earth Board Observer. The foregoing notwithstanding, the One Earth Board Observer may be excluded from any meeting or receiving any information to the extent necessary or appropriate to protect any confidential matters discussed therein, as necessary or appropriate to protect the Company’s attorney/client privilege or in the event that the Board of Directors reasonably determines in good faith that the One Earth Board Observer has a conflicting interest. (d) If at any time (i) Stuart Mill Venture Partners, L.P. (“SMVP”) has not elected a designee to the Board of Directors and (ii) SMVP is the owner of at least 970,000 Shares, SMVP shall be entitled to appoint one representative to attend each meeting (including telephonic meetings) of the Board of Directors in a nonvoting observer capacity (the “SMVP

Observer Rights. (a) As long as Longitude Venture Partners IV, L.P. (together with its Affiliates, “Longitude”) owns shares of the Preferred Stock, the Company shall invite a representative of Longitude (the “Longitude Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Longitude Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Longitude Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Longitude Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Longitude Observer. (b) As long as Red Tree Venture Fund, L.P. (together with its Affiliates, “Red Tree”) owns shares of the Preferred Stock, the Company shall invite a representative of Red Tree (the “Red Tree Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Red Tree Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Red Tree Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Red Tree Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Red Tree Observer or if Red Tree or its representative is or is affiliated with a direct competitor of the Company. (c) As long as RA Capital Healthcare Fund, L.P. and/or RA Capital Nexus Fund II, L.P. (together with their Affiliates, “RA Capital”) owns shares of the Preferred Stock, the Company shall invite a representative of RA Capital (the “RA Capital Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the RA Capital Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that RA Capital Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the RA Capital Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the RA Capital Observer or if RA Capital or its representative is or is affiliated with a direct competitor of the Company. (d) For so long as LivaNova USA, Inc. (“LivaNova”) or any of its subsidiaries or Affiliates (each, including LivaNova, a “LivaNova Party” and collectively, the “LivaNova Parties”) holds any holders of the shares Series C Preferred hold collectively more than 9.9% of Series B Preferred the outstanding Collective Common Stock (including any Common Stock into which such shares are convertiblewhether directly or on an as converted basis), the LivaNova Parties LM III shall have the right to designate one representative non-voting observer to the Board (the “LivaNova Board Observer”) to attend ). The Corporation shall notify the Board Observer of all regular and observe all special meetings of the Board Board, including all regular and special meetings of Directors via telephone or video conference any committee of the Board, at the same time and in a nonvoting observer capacity, and, in this respect, the Company same manner as the Purchaser Designee and shall also provide the LivaNova Board Observer with copies of all notices, minutes, consents and other material (“Materials”) that it provides materials provided to the all members of the Board concurrently as such materials are provided to such members. The Board Observer shall have the right to be present and take notes during meetings of Directorsthe Board, provided, however, that the Board Observer shall have no right to participate in discussions or vote at such meetings. (b) For so long as the holders of the Series C Preferred hold collectively more than 9.9% of the outstanding Collective Common Stock (whether directly or on an as converted basis), LM III shall have the right to designate one non-voting observer to each of the board of directors of each Significant Subsidiary (each, a “Significant Subsidiary Board Observer”). Each Significant Subsidiary shall notify its respective Significant Subsidiary Board Observer of all regular and special meetings of the board of directors of such Significant Subsidiary, including all regular and special meetings of any committee of such board, at the same time and in the same manner as the respective Purchaser Designee and shall also provide, as applicable, to its Significant Subsidiary Board Observer with copies of all notices, minutes, consents and other materials provided to all members of the board of directors of such Significant Subsidiary concurrently as such materials are provided to such members. Such Significant Subsidiary Board Observer shall have the right to be present at and take notes during meetings of Director; the board of directors of each Significant Subsidiary, provided, however, that the Company reserves the right to exclude the LivaNova such Significant Subsidiary Board Observer from access to any Material or meeting or portion thereof if the Board of Directors determines in good faith, upon the advice of counsel, that such exclusion is reasonably necessary to (i) preserve the attorney-client privilege, (ii) protect highly confidential proprietary information, or (iii) avoid a conflict of interest with ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees that the LivaNova Observer shall be selected by consulting with the Company’s CEO, and shall have no less than ten years of experience right to participate in the health care industry (discussions or be a Vice President or comparable role) and be a fluent English speaker. Upon reasonable notice and vote at a scheduled meeting of the Board of Directors or such other time, if any, as the Board of Directors may determine in its sole discretion, the LivaNova Observer may address the Board of Directors with respect to LivaNova’s concerns regarding significant business issues facing the Companymeetings.

Observer Rights. (a) As long as Longitude Venture Partners IVGTTI (and (i) EMEA, L.P. in the event EMEA commences regularly scheduled board meetings, and (together with its Affiliatesii) any of GTTI’s other Subsidiaries, “Longitude”) owns shares to the extent any outside directors become members of the Preferred Stock, the Company shall invite a representative of Longitude (the “Longitude Observer”) to attend all meetings of its such Board of Directors via telephone or video conference similar governing body) shall allow a representative designated by Agent to attend in a nonvoting non-voting observer capacity and, in this respect, shall give the Longitude Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Longitude Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Longitude Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Longitude Observer. (b) As long as Red Tree Venture Fund, L.P. (together with its Affiliates, “Red Tree”) owns shares of the Preferred Stock, the Company shall invite a representative of Red Tree (the “Red Tree Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Red Tree Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Red Tree Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Red Tree Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Red Tree Observer or if Red Tree or its representative is or is affiliated with a direct competitor of the Company. (c) As long as RA Capital Healthcare Fund, L.P. and/or RA Capital Nexus Fund II, L.P. (together with their Affiliates, “RA Capital”) owns shares of the Preferred Stock, the Company shall invite a representative of RA Capital (the “RA Capital Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the RA Capital Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that RA Capital Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the RA Capital Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the RA Capital Observer or if RA Capital or its representative is or is affiliated with a direct competitor of the Company. (d) For so long as LivaNova USA, Inc. (“LivaNova”) or any of its subsidiaries or Affiliates (each, including LivaNova, a “LivaNova Party” and collectively, the “LivaNova Parties”) holds any of the shares of Series B Preferred Stock (including any Common Stock into which such shares are convertible), the LivaNova Parties shall have the right to designate one representative (the “LivaNova Observer”) to attend and observe all meetings of the Board of Directors via telephone or video conference in of GTTI (and EMEA and any of GTTI’s other Subsidiaries, if applicable) (each, a nonvoting observer capacity, and, in this respect, the Company shall provide the LivaNova Observer with copies of all notices, minutes, consents and other material (“MaterialsBoard Observer”) that it provides to the members of the Board of Directors, at the same time and in the same manner as the respective members of the Board of Director); provided, however, that the Company such party reserves the right to exclude the LivaNova Board Observer from access to any Material material or meeting or portion thereof if the Board of Directors determines in good faith, such Note Party reasonably believes upon the advice of counsel, counsel that such exclusion is reasonably necessary to (i) preserve the attorney-client privilege, (ii) protect highly confidential proprietary informationprivilege between such Note Party and its counsel, or (iii) avoid if such potion of a conflict of interest with ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees that the LivaNova Observer shall be selected by consulting with the Company’s CEO, and shall have no less than ten years of experience in the health care industry (or be a Vice President or comparable role) and be a fluent English speaker. Upon reasonable notice and at a scheduled meeting is an executive session limited solely to members of the Board of Directors and its legal counsel. Subject to the foregoing, GTTI, or such EMEA or any of GTTI’s other timeSubsidiaries, if anyapplicable, shall (i) give each Purchaser notice of all such meetings, at the same time as furnished to its respective directors, (ii) provide to each Purchaser all notices, documents and information furnished to the directors of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors (including with respect to meetings of an executive session in which the Board Observer is or was not in attendance), (iii) notify each Purchaser and permit each such Board Observer to participate by telephone in, emergency meetings of each such Board of Directors, or (iv) provide each Purchaser copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable Board of Directors may determine in its sole discretion, the LivaNova Observer may address the Board of Directors (including with respect to LivaNovameetings of an executive session in which the Board Observer was not in attendance). Borrower shall reimburse all reasonable out-of-pocket expenses incurred by the Board Observer in connection with attending any such meetings. (b) Board Observer will agree in writing, to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to the Board Observer in connection with Board Observer’s concerns regarding significant business issues facing rights except to the Companyextent in the public domain at the time of such provision, subsequently released into the public domain (through no fault of Board Observer), or otherwise required by law and any other regulatory process to which Board Observer is subject; provided that Board Observer may disclose information of a non-technical nature, including financial information, (i) to Board Observer’s partners, employees, members and affiliates, or (ii) to the extent necessary to assert any right or defend against any claim arising as a result of the transactions contemplated by this Agreement. Notwithstanding the foregoing, except for summary financial information about any Note Party which Board Observer delivers to Board Observer’s partners, members and affiliates pursuant to Board Observer’s regular reporting practices, Board Observer will only disclose information provided to Board Observer in connection with Board Observers rights under this Agreement to those of Board Observer’s partners, members and affiliates who have been informed as to the confidential nature of such information and the terms of this Agreement. (c) The rights described in this Section shall continue until (i) Purchasers (and any of their respective Affiliates) hold Original Warrants, Additional Warrants or capital stock in an amount equal to less than 2% of the fully diluted shares of GTTI, and (ii) all Notes have been paid in full in cash. The confidentiality provision of this Section will survive any such termination.

Observer Rights. (a) As long as Longitude Venture Partners IV, L.P. (together with its Affiliates, “Longitude”) owns shares At any time during which no Seller Nominee is a member of the Preferred StockMPC Board, Seller shall have the Company shall invite a representative right, at its election and upon written notice to MPC, to appoint one observer of Longitude the proceedings of the MPC Board (the “Longitude Seller Observer”), who shall (i) be provided by MPC with all notices of meetings, consents, minutes and other written materials that are provided to the MPC Board at the same time as such materials are provided to the MPC Board and (ii) be entitled to attend all meetings of the MPC Board. Seller shall be entitled, but not obligated, to exercise its Board of Directors via telephone or video conference right to appoint a Seller Observer in a nonvoting observer capacity and, in this respect, shall give the Longitude Observer copies of all notices, minutes, consentsits sole discretion, and in determining whether to exercise such right shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting MPC, Buyer or any other materials that it provides to its directors; providedPerson. MPC shall reimburse Seller for all travel and lodging expenses in connection with the attendance of any MPC Board meeting by the Seller Observer on the same terms, however, that Longitude Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Longitude Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets subject to the Longitude Observersame policies, as shall apply to directors of MPC; provided that MPC shall have no such reimbursement obligation if the Seller Observer is an employee of Seller. (b) As long as Red Tree Venture Fund, L.P. (together with Seller may at any time replace or remove any Seller Observer in its Affiliates, “Red Tree”) owns shares sole discretion by providing written notice to MPC of the Preferred Stock, the Company shall invite a representative of Red Tree (the “Red Tree Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Red Tree Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Red Tree Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Red Tree Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Red Tree Observer or if Red Tree or its representative is or is affiliated with a direct competitor of the Companyaction. (c) As long as RA Capital Healthcare Fund, L.P. and/or RA Capital Nexus Fund II, L.P. (together with their Affiliates, “RA Capital”) owns shares The Seller Observer shall not be permitted to vote at any meeting of the Preferred StockMPC Board or be counted for purposes of determining whether there is sufficient quorum for the MPC Board to conduct business. The parties hereto hereby acknowledge and agree that, notwithstanding contrary authority, if any, the Company shall invite a representative of RA Capital (the “RA Capital Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the RA Capital Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that RA Capital Seller Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided furthernot, that whether by virtue of his or her status as the Company reserves the right to withhold Seller Observer or otherwise, owe any information and to exclude the RA Capital Observer from any meeting fiduciary or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets other duties to the RA Capital Observer shareholders of MPC or if RA Capital otherwise have any directorial or other duties or liabilities to MPC or its representative is or is affiliated with a direct competitor of the Company.shareholders. (MP) 08481/006/APA/APA.doc (d) For so long as LivaNova USA, Inc. (“LivaNova”) or any of its subsidiaries or Affiliates (each, including LivaNova, a “LivaNova Party” and collectively, the “LivaNova Parties”) holds any of the shares of Series B Preferred Stock (including any Common Stock into which such shares are convertible), the LivaNova Parties shall have the Seller’s right to designate one representative (the “LivaNova Observer”) Seller Observer pursuant to attend and observe all meetings this Section 8.12 shall terminate at such time as the MPC Shares held by Seller represent less than 5% of the Board aggregate number of Directors via telephone or video conference in a nonvoting observer capacity, andshares of MPC’s common stock outstanding, in this respect, the Company shall provide the LivaNova Observer with copies of all notices, minutes, consents and other material each case calculated on an As-Converted basis (“Materials”) that it provides but excluding securities issued to the members of the Board of Directors, at the same time and in the same manner as the respective members of the Board of Director; provided, however, that the Company reserves the right to exclude the LivaNova Observer from access to any Material or meeting or portion thereof if the Board of Directors determines in good faith, upon the advice of counsel, that such exclusion is reasonably necessary to (i) preserve the attorney-client privilege, (ii) protect highly confidential proprietary information, or (iii) avoid a conflict of interest with ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees that the LivaNova Observer shall be selected by consulting with the CompanyMPC employees under MPC’s CEO, and shall have no less than ten years of experience in the health care industry (or be a Vice President or comparable role) and be a fluent English speaker. Upon reasonable notice and at a scheduled meeting of the Board of Directors or such other time, if any, as the Board of Directors may determine in its sole discretion, the LivaNova Observer may address the Board of Directors with respect to LivaNova’s concerns regarding significant business issues facing the Companyemployee equity plans).

Observer Rights. (a) As So long as Longitude Venture Partners IVthe Cottonmouth Stockholders and their respective Affiliates Beneficially Own, L.P. in the aggregate, Common Stock representing ten percent (together with its Affiliates, “Longitude”10%) owns shares or more of the Preferred Stockthen outstanding voting power of the Common Stock of the Corporation entitled to vote generally in the election of Directors, the Company shall invite a representative of Longitude Cottonmouth Stockholders will be entitled to appoint, remove and replace from time to time one person (the each, an “Longitude Observer”) to act as an observer to the Board and each committee thereof exercisable by providing written notice of such appointment, removal or replacement, as the case may be, to the Corporation and the Chairperson in advance of any meeting that such Observer will attend, provided, that any failure to provide written notice of the appointment of an Observer shall be without prejudice to the Cottonmouth Stockholders’ future appointment rights under this Section 5.5(a). (b) The Corporation shall deliver notice of each proposed action of the Board and each committee thereof (including any proposed action by written consent) and each meeting of the Board and each committee thereof (including telephonic or teleconferenced meetings) to each Observer previously identified as appointed to attend such meeting concurrently with any notice given to the Directors. By notice given by the Chairperson or the chair of any applicable committee to the Observer, either in advance of or at any meeting, to the extent the Chairperson or such chair deem it necessary in good faith, the Board or any committee thereof may meet in executive session without the presence of any Observer. (c) The Corporation agrees to permit each Observer to attend in person or by conference call and participate in all meetings of its the Board of Directors via telephone and each committee thereof and to distribute to each Observer all materials distributed for or video conference in a nonvoting observer capacity andat any such meeting (including any meeting agenda or board or committee package) and all other information and materials distributed to Directors, in this respecteach case, shall give concurrently with any such information or materials distributed to the Longitude Directors. By notice given by the Chairperson or the chair of any applicable committee to the Observer, either in advance of or at any meeting, to the extent the Chairperson or such chair deem it necessary in good faith, the Board or any committee thereof may exclude the Observer copies from receiving any materials to be considered in executive session without the presence of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Longitude any Observer. (d) No Observer shall agree be entitled to hold vote at a meeting of the Board or any committee thereof or receive compensation from the Corporation for services as an Observer (other than payment of expenses pursuant to Section 5.5(f)). (e) The rights of the Observer and the obligations of the Corporation set forth in confidence this Section 5.5 shall be subject to the following: (i) except for an Observer that is an officer or employee of a Cottonmouth Stockholder or its Affiliates, prior to attending any meeting each Observer shall have entered into a confidentiality agreement with the Corporation in form and trust with respect substance acceptable to all information so providedthe Corporation; and provided further(ii) with the approval of the Board, that the Company reserves the right to Corporation may withhold any information and to from any Observer or exclude the Longitude any Observer from any meeting or portion thereof thereof, if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Longitude Observer. (b) As long as Red Tree Venture Fundreasonably be expected, L.P. (together with its Affiliates, “Red Tree”) owns shares of the Preferred Stock, the Company shall invite a representative of Red Tree (the “Red Tree Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Red Tree Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Red Tree Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Red Tree Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Red Tree Observer or if Red Tree or its representative is or is affiliated with a direct competitor of the Company. (c) As long as RA Capital Healthcare Fund, L.P. and/or RA Capital Nexus Fund II, L.P. (together with their Affiliates, “RA Capital”) owns shares of the Preferred Stock, the Company shall invite a representative of RA Capital (the “RA Capital Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the RA Capital Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that RA Capital Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the RA Capital Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the RA Capital Observer or if RA Capital or its representative is or is affiliated with a direct competitor of the Company. (d) For so long as LivaNova USA, Inc. (“LivaNova”) or any of its subsidiaries or Affiliates (each, including LivaNova, a “LivaNova Party” and collectively, the “LivaNova Parties”) holds any of the shares of Series B Preferred Stock (including any Common Stock into which such shares are convertible), the LivaNova Parties shall have the right to designate one representative (the “LivaNova Observer”) to attend and observe all meetings of the Board of Directors via telephone or video conference in a nonvoting observer capacity, and, in this respect, the Company shall provide the LivaNova Observer with copies of all notices, minutes, consents and other material (“Materials”) that it provides to the members of the Board of Directors, at the same time and in the same manner as the respective members of the Board of Director; provided, however, that the Company reserves the right to exclude the LivaNova Observer from access to any Material or meeting or portion thereof if the Board of Directors determines in good faith, upon the based on advice of counsel, that such exclusion is reasonably necessary (A) to (i) preserve result in the loss of the Corporation’s attorney-client privilege, (ii) protect highly confidential proprietary information, or (iiiB) avoid solely with respect to any Observer that is not an officer or employee of a conflict of interest with ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees that the LivaNova Observer shall be selected by consulting with the Company’s CEO, and shall have no less than ten years of experience in the health care industry Cottonmouth Stockholder (or be a Vice President its Affiliates), to contain competitively sensitive information. (f) The Corporation shall pay and reimburse each Observer for all reasonable out-of-pocket expenses incurred by such Observer in connection with his or comparable roleher participation in (or attendance at) and be a fluent English speaker. Upon reasonable notice and at a scheduled meeting meetings of the Board of Directors (or such other time, if any, as the Board of Directors may determine in its sole discretion, the LivaNova Observer may address the Board of Directors with respect to LivaNova’s concerns regarding significant business issues facing the Companycommittees thereof).

Observer Rights. (a) As long as Longitude Venture Partners IVGTTI (and (i) EMEA, L.P. in the event EMEA commences regularly scheduled board meetings, and (together with its Affiliatesii) any of GTTI’s other Subsidiaries, “Longitude”) owns shares to the extent any outside directors become members of the Preferred Stock, the Company shall invite a representative of Longitude (the “Longitude Observer”) to attend all meetings of its such Board of Directors via telephone or video conference similar governing body) shall allow a representative designated by Agent to attend in a nonvoting non-voting observer capacity and, in this respect, shall give the Longitude Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Longitude Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Longitude Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Longitude Observer. (b) As long as Red Tree Venture Fund, L.P. (together with its Affiliates, “Red Tree”) owns shares of the Preferred Stock, the Company shall invite a representative of Red Tree (the “Red Tree Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Red Tree Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Red Tree Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Red Tree Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Red Tree Observer or if Red Tree or its representative is or is affiliated with a direct competitor of the Company. (c) As long as RA Capital Healthcare Fund, L.P. and/or RA Capital Nexus Fund II, L.P. (together with their Affiliates, “RA Capital”) owns shares of the Preferred Stock, the Company shall invite a representative of RA Capital (the “RA Capital Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the RA Capital Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that RA Capital Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the RA Capital Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the RA Capital Observer or if RA Capital or its representative is or is affiliated with a direct competitor of the Company. (d) For so long as LivaNova USA, Inc. (“LivaNova”) or any of its subsidiaries or Affiliates (each, including LivaNova, a “LivaNova Party” and collectively, the “LivaNova Parties”) holds any of the shares of Series B Preferred Stock (including any Common Stock into which such shares are convertible), the LivaNova Parties shall have the right to designate one representative (the “LivaNova Observer”) to attend and observe all meetings of the Board of Directors via telephone or video conference in of GTTI (and EMEA and any of GTTI’s other Subsidiaries, if applicable) (each, a nonvoting observer capacity, and, in this respect, the Company shall provide the LivaNova Observer with copies of all notices, minutes, consents and other material (“MaterialsBoard Observer”) that it provides to the members of the Board of Directors, at the same time and in the same manner as the respective members of the Board of Director); provided, however, that the Company such party reserves the right to exclude the LivaNova Board Observer from access to any Material material or meeting or portion thereof if the Board of Directors determines in good faith, such Note Party reasonably believes upon the advice of counsel, counsel that such exclusion is reasonably necessary to (i) preserve the attorney-client privilege, (ii) protect highly confidential proprietary informationprivilege between such Note Party and its counsel, or (iii) avoid if such potion of a conflict of interest with ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees that the LivaNova Observer shall be selected by consulting with the Company’s CEO, and shall have no less than ten years of experience in the health care industry (or be a Vice President or comparable role) and be a fluent English speaker. Upon reasonable notice and at a scheduled meeting is an executive session limited solely to members of the Board of Directors and its legal counsel. Subject to the foregoing, GTTI, or such EMEA or any of GTTI’s other timeSubsidiaries, if anyapplicable, shall (i) give each Purchaser notice of all such meetings, at the same time as furnished to its respective directors, (ii) provide to each Purchaser all notices, documents and information furnished to the directors of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors (including with respect to meetings of an executive session in which the Board Observer is or was not in attendance), (iii) notify each Purchaser and permit each such Board Observer to participate by telephone in, emergency meetings of each such Board of Directors, or (iv) provide each Purchaser copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable Board of Directors may determine in its sole discretion, the LivaNova Observer may address the Board of Directors (including with respect to LivaNovameetings of an executive session in which the Board Observer was not in attendance). Borrower shall reimburse all reasonable out-of-pocket expenses incurred by the Board Observer in connection with attending any such meetings. (b) Board Observer will agree in writing, to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to the Board Observer in connection with Board Observer’s concerns regarding significant business issues facing rights except to the Companyextent in the public domain at the time of such provision, subsequently released into the public domain (through no fault of Board Observer), or otherwise required by law and any other regulatory process to which Board Observer is subject; provided that Board Observer may disclose information of a non-technical nature, including financial information, (i) to Board Observer’s partners, employees, members and affiliates, or (ii) to the extent necessary to assert any right or defend against any claim arising as a result of the transactions contemplated by this Agreement. Notwithstanding the foregoing, except for summary financial information about any Note Party which Board Observer delivers to Board Observer’s partners, members and affiliates pursuant to Board Observer’s regular reporting practices, Board Observer will only disclose information provided to Board Observer in connection with Board Observers rights under this Agreement to those of Board Observer’s partners, members and affiliates who have been informed as to the confidential nature of such information and the terms of this Agreement. (c) The rights described in this Section shall continue until (i) Purchasers (and any of their respective Affiliates) hold Original Warrants, Restatement Warrants, Additional Warrants, or capital stock in an amount equal to less than 2% of the fully diluted shares of GTTI, and (ii) all Notes have been paid in full in cash. The confidentiality provision of this Section will survive any such termination.

Observer Rights. (a) As long as Longitude Venture Partners IV15.2.1 During the Term, L.P. (together with its Affiliates, “Longitude”) owns shares of the Preferred Stock, the Company Lockheed M▇▇▇▇▇ shall invite a representative of Longitude be entitled to designate one observer (the “Longitude Board Observer”) to attend all meetings any regular meeting (a “BOD Meeting”) of its the Terran Board of Directors via telephone or video conference in a nonvoting observer capacity and(or, in this respecteach case, any relevant committees thereof), except that the Board Observer shall give not be entitled to vote on matters presented to or discussed by the Longitude Terran Board (or any relevant committee thereof) at any such meetings. The Board Observer copies shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all notices, minutes, consents, proposed actions to be taken by the Terran Board (or any relevant committee thereof) as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and other materials that it provides substance of the matters to its directors; provided, however, that Longitude Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Longitude Observer from any meeting or portion thereof if access to such information or attendance be discussed and/or voted upon at such meeting would adversely affect (or the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets proposed actions to the Longitude Observer. (b) As long as Red Tree Venture Fund, L.P. (together with its Affiliates, “Red Tree”) owns shares of the Preferred Stock, the Company shall invite be taken by written consent without a representative of Red Tree (the “Red Tree Observer”) to attend all meetings of its meeting). The Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Red Tree Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Red Tree Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Red Tree Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Red Tree Observer or if Red Tree or its representative is or is affiliated with a direct competitor of the Company. (c) As long as RA Capital Healthcare Fund, L.P. and/or RA Capital Nexus Fund II, L.P. (together with their Affiliates, “RA Capital”) owns shares of the Preferred Stock, the Company shall invite a representative of RA Capital (the “RA Capital Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the RA Capital Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that RA Capital Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the RA Capital Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the RA Capital Observer or if RA Capital or its representative is or is affiliated with a direct competitor of the Company. (d) For so long as LivaNova USA, Inc. (“LivaNova”) or any of its subsidiaries or Affiliates (each, including LivaNova, a “LivaNova Party” and collectively, the “LivaNova Parties”) holds any of the shares of Series B Preferred Stock (including any Common Stock into which such shares are convertible), the LivaNova Parties shall have the right to designate one representative (the “LivaNova Observer”) to attend and observe receive all meetings of the Board of Directors via telephone or video conference in a nonvoting observer capacity, and, in this respect, the Company shall provide the LivaNova Observer with copies of all notices, minutes, consents and other material (“Materials”) that it provides information provided to the members of the Terran Board or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of Directorsthe Company in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), at in addition to copies of the same time records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07 of the same manner Purchase Agreement (for the avoidance of doubt, Lockheed M▇▇▇▇▇ shall be entitled to receive any such materials and information from the Board Observer as the respective members an Affiliate of the Board Observer in accordance with Section 12.07 of Director; providedthe Purchase Agreement and shall keep such information confidential in accordance therewith). The Company shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. 15.2.2 Notwithstanding the foregoing, however, that the Company reserves the right to may exclude the LivaNova Board Observer from access to any Material material or meeting or portion thereof if if: (i) the Terran Board of Directors determines concludes in good faith, upon the advice of the Company’s counsel, that such exclusion is reasonably necessary to (i) preserve the attorney-client privilege, or work product privilege between the Company or any of its Affiliates and its counsel; (ii) protect highly confidential proprietary informationsuch portion of a meeting is an executive session limited solely to independent director members of the Terran Board, independent auditors and/or legal counsel, as the Terran Board may designate and such limitation is reasonably necessary with respect to the applicable matters; or (iii) such exclusion is necessary to avoid a conflict of interest with ▇▇▇▇▇▇▇▇. ▇▇▇between the Company on the one hand and Lockheed M▇▇▇▇▇ on the other. 15.2.3 The Board Observer shall be entitled to the same rights to travel, accommodation and other incidental expense reimbursement as the members of the Terran Board. The Company acknowledges and agrees that the LivaNova foregoing right to reimbursement of expenses constitutes a third-party right extended to the Board Observer shall be selected by consulting with the Company’s CEO, Company and shall have no less than ten years does not constitute a right to reimbursement of experience in the health care industry (or be expenses as a Vice President or comparable role) and be a fluent English speaker. Upon reasonable notice and at a scheduled meeting result of the Board Observer serving as a director, officer, employee or agent of Directors or such other time, if any, as the Board of Directors may determine in its sole discretion, the LivaNova Observer may address the Board of Directors with respect to LivaNova’s concerns regarding significant business issues facing the Company.

Observer Rights. (a) As long as Longitude Venture Partners IVPermit the Lender from time to time to designate one non-voting observer, L.P. (together with its Affiliates, “Longitude”) owns shares who shall be reasonably acceptable to the Board of Directors of the Preferred StockBorrower, to the Company shall invite a representative Board of Longitude Directors of the Borrower (the “Longitude Board Observer”) ); give written notice to attend the Lender of all meetings of its the Board of Directors via telephone or video conference in a nonvoting observer capacity andof the Borrower, in this respect, shall give the Longitude Observer copies and of all noticesaction proposed to be taken by the Board of Directors of the Borrower by written consent, minutesat the same time as notice thereof is given to such Board of Directors; with respect to all such meetings, consentspermit the Board Observer to attend (either in person or, at the Board Observer’s option, by means of conference telephone call) any such meeting as a non-voting observer; and other materials that it provides promptly pay or reimburse the Board Observer for all reasonable out-of-pocket expenses incurred by the Board Observer in attending such meeting (and to its directorsthe extent not promptly paid or reimbursed, the Borrower hereby authorizes the Lender to charge such amounts to the Borrower’s revolving credit loan accounts with the Lender); provided, however, that Longitude the Board Observer shall agree to hold in confidence (except that disclosure may be made as and trust with respect to the extent permitted under Section 9.13 of the Loan Agreement) all confidential or proprietary information so providedprovided to the Board Observer in advance of any meeting, and all confidential or proprietary information discussed at any meeting at which the Board Observer is in attendance; and provided furtherfurther provided, that the Company Borrower reserves the right right, exercised in good faith, to withhold any information from the Board Observer and to exclude the Longitude Board Observer from any meeting or portion thereof if and to the extent that (a) access to such information or attendance at such meeting or portion thereof would adversely affect the attorney-client privilege between the Company and its counsel Borrower or would result in disclosure of trade secrets to the Longitude Observer. (b) As long as Red Tree Venture Fund, L.P. (together with its Affiliates, “Red Tree”) owns shares of the Preferred Stock, the Company shall invite a representative of Red Tree (the “Red Tree Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Red Tree Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Red Tree Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Red Tree Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Red Tree Observer or if Red Tree or its representative is or is affiliated with a direct competitor of the Company. (c) As long as RA Capital Healthcare Fund, L.P. and/or RA Capital Nexus Fund II, L.P. (together with their Affiliates, “RA Capital”) owns shares of the Preferred Stock, the Company shall invite a representative of RA Capital (the “RA Capital Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the RA Capital Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that RA Capital Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the RA Capital Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the RA Capital Observer or if RA Capital or its representative is or is affiliated with a direct competitor of the Company. (d) For so long as LivaNova USA, Inc. (“LivaNova”) or any of its subsidiaries or Affiliates (each, including LivaNova, a “LivaNova Party” and collectively, the “LivaNova Parties”) holds any of the shares of Series B Preferred Stock (including any Common Stock into which such shares are convertible), the LivaNova Parties shall have the right to designate one representative (the “LivaNova Observer”) to attend and observe all meetings of the Board of Directors via telephone of the Borrower (or video conference in a nonvoting observer capacity, and, in this respect, the Company shall provide the LivaNova Observer with copies of all notices, minutes, consents and other material (“Materials”) that it provides to the members any committee of the Board of Directors, at the same time ) and in the same manner as the respective members of the Board of Director; provided, however, that the Company reserves the right to exclude the LivaNova Observer from access to any Material or meeting or portion thereof if the Board of Directors determines in good faith, upon the advice of its counsel, that such exclusion (b) the Lender is reasonably necessary to (i) preserve the attorney-client privilege, (ii) protect highly confidential proprietary informationsubject matter under discussion, or (iiic) avoid a conflict of interest with ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees that the LivaNova Observer shall be selected by consulting with the Company’s CEO, and shall have no less than ten years of experience in the health care industry (or be a Vice President or comparable role) and be a fluent English speaker. Upon reasonable notice and at a scheduled meeting good faith judgment of counsel to the Board of Directors or such other timeBorrower, if any, as same is necessary to discharge the Board of Directors may determine in its sole discretion, the LivaNova Observer may address the Board of Directors with respect to LivaNova’s concerns regarding significant business issues facing the Companydirectors’ fiduciary duty.

Observer Rights. (a) As For so long as Longitude Venture Partners IVthe Original Qualifying Creditor Equityholders continue to hold, L.P. (together with its Affiliatesdirectly or indirectly through a Blockerco, “Longitude”) owns shares a number of Units equal to at least 50% of the Preferred Stocknumber of Units directly or indirectly held by the Original Qualifying Creditor Equityholders as of the Effective Date, a Majority of the Company Qualifying Creditor Equityholders shall invite have the right to appoint one Observer to the Board of Directors of Holdco in accordance with the following: (i) A Majority of the Qualifying Creditor Equityholders shall submit to the Board of Directors of Holdco for its consideration a representative list of Longitude no fewer than three candidates (the “Longitude ObserverCandidate List”) to serve as the Observer, it being understood and agreed that such Majority of the Qualifying Creditor Equityholders shall include on the Candidate List only candidates who they reasonably believe the Board of Directors of Holdco will consider to be acceptable. Each candidate included on the Candidate List shall (A) not be an Affiliate of any Competitor, (B) be independent of Holdco within the meaning of Rule 303A.02 of the New York Stock Exchange Listed Company Manual or successor provision and without a direct or indirect material relationship with any of the Companies, and (C) be able to serve in the capacity of Observer without contravening any applicable laws or regulations, including Gaming Laws. (ii) The Board of Directors of Holdco shall use its reasonable efforts to screen the candidates appearing on the Candidate List (which screening shall consist of such interviews, background examinations and similar vetting processes as the Board of Directors of Holdco shall determine in its reasonable discretion) within 45 days following the submission of the Candidate List to the Board of Directors of Holdco by such Majority of the Qualifying Creditor Equityholders; provided, that such Qualifying Creditor Equityholders and the candidates whose names appear on the Candidate List promptly comply with the reasonable requests made by the Board of Directors of Holdco in accordance with this subparagraph (ii). (iii) Following the completion of the aforementioned screening exercise, in the event that the Board of Directors of Holdco determines in its sole discretion that any one or more of the screened candidates appearing on the Candidate List is acceptable to it, the Board of Directors of Holdco shall so advise such Majority of the Qualifying Creditor Equityholders, whereupon such Majority of the Qualifying Creditor Equityholders shall be entitled to exercise the right to appoint an Observer under this paragraph (a) with respect to any such screened candidate that the Board of Directors of Holdco has determined to be acceptable. (iv) In the event that the Board of Directors of Holdco determines in its sole discretion not to approve any candidate appearing on the Candidate List, it shall promptly so advise the Blockerco Equityholders and the Blockerco Equityholders shall thereafter supplement such Candidate List with additional candidates who satisfy the requirements set forth in subparagraph (i) above and resubmit the same to the Board of Directors of Holdco for screening in accordance with subparagraph (ii) above. (v) The Board of Directors of Holdco and the Qualifying Creditor Equityholders shall use their respective reasonable efforts to promptly complete the actions contemplated to be undertaken by each of them pursuant to this paragraph (a) in order to meet the timeframes set forth in subparagraph (ii) above and in order that the designation of an Observer pursuant to this paragraph (a) be completed within 90 days following the date on which the Board of Directors of Holdco receives the initial Candidate List. It is understood and agreed that the Board of Director’s exercise of its sole discretion as provided for in this paragraph (a) shall be carried out in good faith. (vi) In the event that the Qualifying Creditor Equityholders do not maintain ownership specified in this paragraph (a), such Observer shall no longer constitute an Observer and shall be automatically removed. In the event that the Observer appointed pursuant to this paragraph (a) resigns or is removed from such status and the Original Qualifying Creditor Equityholders continue to hold, directly or indirectly through Blockercos, a number of Units equal to at least 50% of the number of Units directly or indirectly through Blockercos held by the Original Qualifying Creditor Equityholders as of the Effective Date, then a Majority of the Qualifying Creditor Equityholders shall be entitled to exercise the rights granted pursuant to this paragraph (a) in the manner specified above in order to replace such Observer. (b) For so long as no DB Director on the Holdco Board of Directors is an officer or employee of Deutsche Bank or any Controlled Affiliate, a Majority of the DB Designated Equityholders shall have the right to appoint, remove and replace two Observers to the Holdco Board of Directors. At any time a Majority of the DB Designated Equityholders no longer have the right to appoint Observers pursuant to this paragraph (b), such Observers shall no longer constitute Observers and shall be automatically removed. (c) For so long as no DB Director on the Voteco Board of Directors, the New Propco Board of Directors or Sub Board is an officer or employee of Deutsche Bank or any Controlled Affiliate, a Majority of the DB Designated Equityholders shall have the right to appoint, remove and replace two Observers to the respective Board of Directors or Sub Board. At any time a Majority of the DB Designated Equityholders no longer have the right to appoint Observers pursuant to this paragraph (c), such Observers shall no longer constitute Observers and shall be automatically removed. (d) For so long as no JPM Director on the Holdco Board of Directors is an officer or employee of JPMorgan Chase Bank or any Controlled Affiliate, a Majority of the JPM Designated Equityholders shall have the right to appoint, remove and replace one Observer to the Holdco Board of Directors. At any time a Majority of the JPM Designated Equityholders no longer have the right to appoint an Observer pursuant to this paragraph (d), such Observer shall no longer constitute an Observer and shall be automatically removed. (e) For so long as no JPM Director on the Voteco Board of Directors, the New Propco Board of Directors or Sub Board is an officer or employee of JPMorgan Chase Bank or any Controlled Affiliate, a Majority of the JPM Designated Equityholders shall have the right to appoint, remove and replace one Observer to the respective Board of Directors or Sub Board. At any time a Majority of the JPM Designated Equityholders no longer have the right to appoint an Observer pursuant to this paragraph (e), such Observer shall no longer constitute an Observer and shall be automatically removed. (f) Each Observer shall be entitled to receive prior notice at substantially the same time such notice is given to the members of the applicable Board of Directors or Sub Board of any proposed action (including any proposed action by written consent) by each Board of Directors or Sub Board as to which it is entitled to Observer status, and to receive notice of any meeting of such Board of Directors or Sub Board (including telephonic or teleconferenced meetings) substantially concurrently with any notice given to the members of such Board of Directors or such Sub Board. Each Observer shall have the right to attend in person or by conference call and participate in all meetings of its each Board of Directors via telephone and Sub Board to which it is entitled to Observer status (and any committee thereof) and to receive all materials distributed for or video conference at any such meeting (including any meeting agenda or board package in a nonvoting observer capacity andthe event such materials are prepared) and all other information and materials distributed to members of the applicable Board of Directors, Sub Board or committee, in this respecteach case, shall give substantially concurrently with any such information or materials distributed to the Longitude Observer copies members of all noticesthe applicable Board of Directors, minutes, consents, and other materials that it provides to its directors; provided, however, that Longitude Sub Board or committee). No Observer shall agree be entitled to hold in confidence and trust with respect to all information so provided; and provided further, that vote at a meeting of any Board of Directors or at the meeting of any Sub Board or receive compensation from the Company reserves for services as an Observer (other than payment of expenses pursuant to Section 2.2). (g) The rights of each Observer and the right obligations of the Companies set forth in this Section 2.13 shall be subject to the following: (i) such Observer shall have entered into a confidentiality agreement with the applicable Company or Companies in substantially the form attached hereto as Exhibit B; (ii) the applicable Company may withhold any information from such Observer, and to exclude the Longitude such Observer from any meeting or portion thereof thereof, if access to such information or attendance at such meeting would could reasonably be expected, based on advice from outside counsel, to adversely affect the Company’s attorney-client privilege between or, in the Company and its counsel or would case of the Observer designated pursuant to paragraph (a), result in a disclosure of trade secrets to or a conflict of interest; (iii) in the Longitude Observer. (b) As long as Red Tree Venture Fund, L.P. (together with its Affiliates, “Red Tree”) owns shares case of the Preferred StockObserver designated pursuant to paragraph (a) above, the Company shall invite a representative of Red Tree (the “Red Tree Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Red Tree Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Red Tree Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to Holdco may withhold any information from such Observer, and to exclude the Red Tree such Observer from any meeting or portion thereof thereof, if access to such information or attendance the information discussed at such meeting would adversely affect (or portion thereof) is determined in the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Red Tree Observer or if Red Tree or its representative is or is affiliated with a direct competitor good faith discretion of the Company. (c) As long as RA Capital Healthcare Fund, L.P. and/or RA Capital Nexus Fund II, L.P. (together with their Affiliates, “RA Capital”) owns shares of the Preferred Stock, the Company shall invite a representative of RA Capital (the “RA Capital Observer”) to attend all meetings of its Holdco Board of Directors via telephone to be of competitive significance concerning Holdco or video conference in a nonvoting observer capacity and, in this respect, shall give the RA Capital Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that RA Capital Observer shall agree to hold in confidence and trust with respect to all information so providedCompanies; and provided further, that (iv) the Company reserves Observer designated by the right to withhold any information and to exclude the RA Capital Observer from any meeting or portion thereof if access Qualifying Creditor Equityholders may provide all materials distributed by Holdco to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company Observer in its capacity as Observer, redacted in form and its counsel or would result in disclosure of trade secrets substance satisfactory to the RA Capital Observer or if RA Capital or its representative is or is affiliated with a direct competitor of the Company. (d) For so long as LivaNova USA, Inc. (“LivaNova”) or any of its subsidiaries or Affiliates (each, including LivaNova, a “LivaNova Party” and collectively, the “LivaNova Parties”) holds any of the shares of Series B Preferred Stock (including any Common Stock into which such shares are convertible), the LivaNova Parties shall have the right to designate one representative (the “LivaNova Observer”) to attend and observe all meetings of the Holdco Board of Directors via telephone or video conference in a nonvoting observer capacity, andto remove information determined, in this respect, the Company shall provide the LivaNova Observer with copies of all notices, minutes, consents and other material (“Materials”) that it provides to the members discretion of the Holdco Board of Directors, to contain trade secrets or otherwise be of a competitive nature, to each Original Qualifying Creditor Equityholder that continues to hold, directly or indirectly through a Blockerco, a number of Units equal to at the same time and in the same manner as the respective members least 50% of the Board number of Director; provided, however, that the Company reserves the right to exclude the LivaNova Observer from access to any Material Units directly or meeting or portion thereof if the Board of Directors determines in good faith, upon the advice of counsel, that indirectly held by such exclusion is reasonably necessary to (i) preserve the attorney-client privilege, (ii) protect highly confidential proprietary information, or (iii) avoid a conflict of interest with ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees that the LivaNova Observer shall be selected by consulting with the Company’s CEO, and shall have no less than ten years of experience in the health care industry (or be a Vice President or comparable role) and be a fluent English speaker. Upon reasonable notice and at a scheduled meeting Original Qualifying Creditor Equityholder as of the Board of Directors or such other time, if any, as the Board of Directors may determine in its sole discretion, the LivaNova Observer may address the Board of Directors with respect to LivaNova’s concerns regarding significant business issues facing the CompanyEffective Date.

Observer Rights. (a) As long as Longitude Venture Partners IVGTTI (and (i) EMEA, L.P. in the event EMEA commences regularly scheduled board meetings, and (together with its Affiliatesii) any of GTTI’s other Subsidiaries, “Longitude”) owns shares to the extent any outside directors become members of the Preferred Stock, the Company shall invite a representative of Longitude (the “Longitude Observer”) to attend all meetings of its such Board of Directors via telephone or video conference similar governing body) shall allow a representative designated by Purchaser to attend in a nonvoting non-voting observer capacity and, in this respect, shall give the Longitude Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Longitude Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Longitude Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Longitude Observer. (b) As long as Red Tree Venture Fund, L.P. (together with its Affiliates, “Red Tree”) owns shares of the Preferred Stock, the Company shall invite a representative of Red Tree (the “Red Tree Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Red Tree Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Red Tree Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Red Tree Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Red Tree Observer or if Red Tree or its representative is or is affiliated with a direct competitor of the Company. (c) As long as RA Capital Healthcare Fund, L.P. and/or RA Capital Nexus Fund II, L.P. (together with their Affiliates, “RA Capital”) owns shares of the Preferred Stock, the Company shall invite a representative of RA Capital (the “RA Capital Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the RA Capital Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that RA Capital Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the RA Capital Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the RA Capital Observer or if RA Capital or its representative is or is affiliated with a direct competitor of the Company. (d) For so long as LivaNova USA, Inc. (“LivaNova”) or any of its subsidiaries or Affiliates (each, including LivaNova, a “LivaNova Party” and collectively, the “LivaNova Parties”) holds any of the shares of Series B Preferred Stock (including any Common Stock into which such shares are convertible), the LivaNova Parties shall have the right to designate one representative (the “LivaNova Observer”) to attend and observe all meetings of the Board of Directors via telephone or video conference in of GTTI (and EMEA and any of GTTI’s other Subsidiaries, if applicable) (each, a nonvoting observer capacity, and, in this respect, the Company shall provide the LivaNova Observer with copies of all notices, minutes, consents and other material (“MaterialsBoard Observer”) that it provides to the members of the Board of Directors, at the same time and in the same manner as the respective members of the Board of Director); provided, however, that the Company such party reserves the right to exclude the LivaNova Board Observer from access to any Material material or meeting or portion thereof if the Board of Directors determines in good faith, such Note Party reasonably believes upon the advice of counsel, counsel that such exclusion is reasonably necessary to (i) preserve the attorney-client privilege, (ii) protect highly confidential proprietary informationprivilege between such Note Party and its counsel, or (iii) avoid if such potion of a conflict of interest with ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees that the LivaNova Observer shall be selected by consulting with the Company’s CEO, and shall have no less than ten years of experience in the health care industry (or be a Vice President or comparable role) and be a fluent English speaker. Upon reasonable notice and at a scheduled meeting is an executive session limited solely to members of the Board of Directors and its legal counsel. Subject to the foregoing, GTTI, or such EMEA or any of GTTI’s other timeSubsidiaries, if anyapplicable, shall (i) give Purchaser notice of all such meetings, at the same time as furnished to its respective directors, (ii) provide to each Board Observer all notices, documents and information furnished to the directors of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors (including with respect to meetings of an executive session in which the Board Observer is or was not in attendance), (iii) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such Board of Directors, or (iv) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable Board of Directors may determine in its sole discretion, the LivaNova Observer may address the Board of Directors (including with respect to LivaNovameetings of an executive session in which the Board Observer was not in attendance). Borrower shall reimburse all reasonable out-of-pocket expenses incurred by the Board Observer in connection with attending any such meetings. (b) Board Observer will agree in writing, to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to the Board Observer in connection with Board Observer’s concerns regarding significant business issues facing rights except to the Companyextent in the public domain at the time of such provision, subsequently released into the public domain (through no fault of Board Observer), or otherwise required by law and any other regulatory process to which Board Observer is subject; provided that Board Observer may disclose information of a non-technical nature, including financial information, (i) to Board Observer’s partners, employees, members and affiliates, or (ii) to the extent necessary to assert any right or defend against any claim arising as a result of the transactions contemplated by this Agreement. Notwithstanding the foregoing, except for summary financial information about any Note Party which Board Observer delivers to Board Observer’s partners, members and affiliates pursuant to Board Observer’s regular reporting practices, Board Observer will only disclose information provided to Board Observer in connection with Board Observers rights under this Agreement to those of Board Observer’s partners, members and affiliates who have been informed as to the confidential nature of such information and the terms of this Agreement. (c) The rights described in this Section shall continue until (i) Purchaser holds Warrants or capital stock in an amount equal to less than 2% of the fully diluted shares of GTTI, and (ii) all Notes have been paid in full in cash. The confidentiality provision of this Section will survive any such termination.

Observer Rights. (a) As long as Longitude Venture Partners IVAn RH Appointing Shareholder may appoint one non-voting observer, L.P. (together with its Affiliates, “Longitude”) owns shares of the Preferred Stock, the Company shall invite a representative of Longitude (the “Longitude Observer”) to attend all meetings (including telephonic meetings) of the ITC Investments Board and its committees. Provided that ITC or its Subsidiaries are not the beneficiary of an independence adder, an RH Shareholder who is not an RH Appointing Shareholder may appoint one non-voting observer, to attend all meetings (including telephonic meetings) of the ITC Investments Board of Directors via telephone or video conference in a nonvoting observer capacity and its committees and, in this respect, shall give the Longitude Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Longitude Observer such observer shall agree not be a board member of any other Market Participant and such observer shall be subject to hold the mutual agreement of FortisUS and ITC, whose approval shall not be unreasonably withheld. An RH Appointing Shareholder’s rights under this Section 4.1(e) shall be independent of and in confidence and trust with respect addition to all information so provided; and provided further, that the Company reserves the its right to withhold designate any information and to exclude the Longitude Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Longitude Observer. (bRH Director. In addition, ITC Investments shall provide each observer appointed under this Section 4.1(e) As long as Red Tree Venture Fund, L.P. (together with its Affiliates, “Red Tree”) owns shares of the Preferred Stock, the Company shall invite a representative of Red Tree (the “Red Tree Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in the case of clauses (x) and (y) of this respectsentence, shall give the Red Tree Observer copies each RH Shareholder, with (x) notice of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Red Tree Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Red Tree Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Red Tree Observer or if Red Tree or its representative is or is affiliated with a direct competitor of the Company. (c) As long as RA Capital Healthcare Fund, L.P. and/or RA Capital Nexus Fund II, L.P. (together with their Affiliates, “RA Capital”) owns shares of the Preferred Stock, the Company shall invite a representative of RA Capital (the “RA Capital Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the RA Capital Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that RA Capital Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the RA Capital Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the RA Capital Observer or if RA Capital or its representative is or is affiliated with a direct competitor of the Company. (d) For so long as LivaNova USA, Inc. (“LivaNova”) or any of its subsidiaries or Affiliates (each, including LivaNova, a “LivaNova Party” and collectively, the “LivaNova Parties”) holds any of the shares of Series B Preferred Stock (including any Common Stock into which such shares are convertible), the LivaNova Parties shall have the right to designate one representative (the “LivaNova Observer”) to attend and observe all meetings of the ITC Investments Board of Directors via telephone or video conference in a nonvoting observer capacityand its committees, and, in this respect, the Company shall provide the LivaNova Observer with copies of (y) all notices, minutes, consents and other material (“Materials”) that it provides information delivered to the members of the ITC Investments Board and its committees in connection with such meetings, except for non-public transmission function information subject to the Federal Energy Regulatory Commission’s standards of Directorsconduct for transmission providers codified at 18 C.F.R. Part 358 and the orders issued by the Federal Energy Regulatory Commission pursuant thereto (“Standards of Conduct”), at the same time such notice and in information is delivered to the same manner as the respective members of the ITC Investments Board and its committees and (z) reimbursement for all reasonable travel and out-of-pocket expenses in connection with attending such meetings. Notwithstanding the foregoing, ITC Investments shall be entitled to (a) excuse any observer from any portion of Director; provided, however, that the Company reserves the right to exclude the LivaNova Observer from access to any Material or a ITC Investments Board meeting or portion thereof if the Board of Directors determines in good faith, upon the advice of counsel, that such exclusion is reasonably necessary to (i) preserve the attorney-client privilege, (ii) protect highly confidential proprietary information, or (iii) avoid a conflict of interest with ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees that the LivaNova Observer shall be selected by consulting with the Company’s CEO, and shall have no less than ten years of experience in the health care industry (or be a Vice President or comparable role) and be a fluent English speaker. Upon reasonable notice and at a scheduled meeting of the committees to the extent such observer’s participation in such meeting is reasonably likely to adversely affect the attorney/client privilege of ITC Investments and its legal advisors or result in the disclosure to the observer or an RH Shareholder of non-public transmission function information subject to the Standards of Conduct; and (b) withhold information from any observer or RH Shareholder delivered to the ITC Investments Board or any of Directors or such other time, if anythe committees prior to a meeting of the ITC Investments Board or, as the Board case may be, such committee, in each case if ITC Investments believes there is a reasonable likelihood that the receipt of Directors such information by the observer or an RH Shareholder may determine in adversely affect the attorney/client privilege of ITC Investments and its sole discretion, the LivaNova Observer may address the Board of Directors with respect to LivaNova’s concerns regarding significant business issues facing the Companylegal advisors.

Observer Rights. (a) As long as Longitude Venture Partners IV, L.P. (together From the Effective Time until the termination of the Management Agreement in accordance with its Affiliatesterms, “Longitude”) owns shares of the Preferred Stock, the Company shall invite a representative of Longitude (the “Longitude Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Longitude Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Longitude Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Longitude Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Longitude Observer. (b) As long as Red Tree Venture Fund, L.P. (together with its Affiliates, “Red Tree”) owns shares of the Preferred Stock, the Company shall invite a representative of Red Tree (the “Red Tree Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Red Tree Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Red Tree Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Red Tree Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Red Tree Observer or if Red Tree or its representative is or is affiliated with a direct competitor of the Company. (c) As long as RA Capital Healthcare Fund, L.P. and/or RA Capital Nexus Fund II, L.P. (together with their Affiliates, “RA Capital”) owns shares of the Preferred Stock, the Company shall invite a representative of RA Capital (the “RA Capital Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the RA Capital Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that RA Capital Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the RA Capital Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the RA Capital Observer or if RA Capital or its representative is or is affiliated with a direct competitor of the Company. (d) For so long as LivaNova USA, Inc. (“LivaNova”) or any of its subsidiaries or Affiliates (each, including LivaNova, a “LivaNova Party” and collectively, the “LivaNova Parties”) holds any of the shares of Series B Preferred Stock (including any Common Stock into which such shares are convertible), the LivaNova Parties Purchaser shall have the right to designate one representative a non-voting observer (the “LivaNova Observer”) to attend each meeting of CHC’s Board of Trustees (and observe all any committee thereof) held after the Effective Time, whether such meeting is conducted in person or by teleconference. The Observer shall have the right to present matters for consideration by CHC’s Board of Trustees (or any committee thereof) and to speak on matters presented by others at such meetings of the CHC’s Board of Directors via telephone Trustees (or video conference in a nonvoting observer capacityany committee thereof). Subject to the confidentiality provisions of this Section 6.15 and any applicable related person, andrecusal or similar policy or practice of CHC, in this respect, CHC shall cause the Company shall provide the LivaNova Observer to be provided with copies of all notices, minutes, consents communications and other material (“Materials”) materials that it provides are provided by CHC or its consultants to the members of the Board of DirectorsTrustees (or any committee thereof) generally, at the same time and in the same manner that such communications and materials are provided to such members, including all notices, board packages, reports, presentations, minutes and consents. Promptly following the Effective Time, CHC shall add the Observer as an additional named insured under its directors and officers’ liability insurance policy and provide evidence thereof to Purchaser. Purchaser shall keep (and shall cause the respective members Observer to keep) confidential any and all information obtained in connection with the exercise of the rights under this Section 6.15 and shall not disclose any such information (or use the same except for purposes reasonably related to Purchaser’s interest as a shareholder of CHC) to unaffiliated third parties, except: (a) with the prior written consent of CHC’s Board of DirectorTrustees; (b) to the legal counsel, accountants and other professional advisors of CHC or the Purchaser on a need to know basis; (c) to Governmental Authorities having jurisdiction over the Observer or Purchaser, CHC or any of their respective Subsidiaries; (d) as required by Law or legal process to which Purchaser, the Observer or any Person to whom disclosure is permitted hereunder is a party; provided, however, that if Purchaser and/or the Company reserves Observer is required to disclose such information pursuant to clause (c) or clause (d), Purchaser and/or the right to exclude the LivaNova Observer from access to any Material shall promptly notify CHC so that it may seek a protective order or meeting or portion thereof if the Board of Directors determines in good faith, upon the advice of counselother appropriate remedy; and further provided, that in the absence of a protective order or other remedy, if Purchaser and/or the Observer is compelled to disclose such exclusion is reasonably necessary to (i) preserve the attorney-client privilege, (ii) protect highly confidential proprietary information, then Purchaser and/or the Observer may disclose such portion of the information that Purchaser and/or the Observer is legally required to disclose; or (iiie) avoid to the extent such information is otherwise publicly available through the actions of a conflict Person other than Purchaser or the Observer not resulting from the violation by Purchaser or the Observer of interest with ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees this Section 6.15 or, to the Knowledge of Purchaser or the Observer, a violation of a legal or contractual obligation to CHC that would prohibit the LivaNova Observer shall be selected by consulting with the Company’s CEO, and shall have no less than ten years disclosure of experience in the health care industry (or be a Vice President or comparable role) and be a fluent English speaker. Upon reasonable notice and at a scheduled meeting of the Board of Directors or such other time, if any, as the Board of Directors may determine in its sole discretion, the LivaNova Observer may address the Board of Directors with respect to LivaNova’s concerns regarding significant business issues facing the Companyinformation.

Observer Rights. (a) As long as Longitude Venture Partners IV, L.P. (together with its Affiliates, “Longitude”) owns shares of the Preferred Stock, the Company shall invite a representative of Longitude (the “Longitude Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Longitude Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Longitude Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Longitude Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Longitude Observer. (b) As long as Red Tree Venture Fund, L.P. (together with its Affiliates, “Red Tree”) owns shares of the Preferred Stock, the Company shall invite a representative of Red Tree (the “Red Tree Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Red Tree Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Red Tree Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Red Tree Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Red Tree Observer or if Red Tree or its representative is or is affiliated with a direct competitor of the Company. (c) As long as RA Capital Healthcare Fund, L.P. and/or RA Capital Nexus Fund II, L.P. (together with their Affiliates, “RA Capital”) owns shares of the Preferred Stock, the Company shall invite a representative of RA Capital (the “RA Capital Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the RA Capital Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that RA Capital Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the RA Capital Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the RA Capital Observer or if RA Capital or its representative is or is affiliated with a direct competitor of the Company. (d) For so long as LivaNova USA, Inc. (“LivaNova”) or any of its subsidiaries or Affiliates (each, including LivaNova, a “LivaNova Party” and collectively, the “LivaNova Parties”) holds any of the shares of Series B Preferred Stock (including any Common Stock into which such shares are convertible), the LivaNova Parties ACOF shall have the right to designate one representative an observer to the Board (the “LivaNova ACOF Observer”) so long as ACOF, together with its Affiliates and Permitted Transferees, beneficially owns less than 5% and greater than 2% of the total Shares outstanding (calculated without reference to any shares of Capital Stock issued or issuable on (other than shares issued as part of the Pre-Spin Recapitalization) or after the date of this Agreement). The ACOF Observer shall be permitted to attend and observe all meetings each meeting of the Board or any committee thereof (including any executive sessions of Directors via telephone the Board), but will not be entitled to vote on any matter submitted to the Board or video conference such committee thereof. Subject to any documents subject (as determined in a nonvoting observer capacity, and, in this respectgood faith by the Board) to attorney/client privilege, the Company ACOF Observer shall provide be provided with the LivaNova Observer with copies of all notices, minutes, consents same notice and other material information given to Directors pursuant to Section 3.3(c). (b) ESL shall have the right to designate an observer to the Board (the “MaterialsESL Observer”) that it provides so long as ESL, together with its Affiliates and Permitted Transferees, beneficially owns less than 5% and greater than 2% of the total Shares outstanding (calculated without reference to any shares of Capital Stock issued or issuable on (other than shares issued as part of the members Pre-Spin Recapitalization) or after the date of this Agreement). The ESL Observer shall be permitted to attend each meeting of the Board or any committee thereof (including any executive sessions of Directorsthe Board), at but will not be entitled to vote on any matter submitted to the Board or such committee thereof. Subject to any documents subject (as determined in good faith by the Board) to attorney/client privilege, the ESL Observer shall be provided with the same time notice and information given to Directors pursuant to Section 3.3(c). (c) Notwithstanding anything to the contrary in the same manner as the respective members of the Board of Director; providedthis Agreement, however, that the Company reserves the right to exclude the LivaNova Observer from access to any Material or meeting or portion thereof if the Board of Directors or any committee thereof determines in good faith, upon the advice faith that exclusion of counsel, that such exclusion an ACOF Observer or an ESL Observer is reasonably necessary to in order (i) to preserve the attorney-/client privilege, privilege of the Company and/or its Subsidiaries (ii) protect highly confidential proprietary information, to avoid disclosure that is prohibited by an agreement with a third party or that might cause information to no longer be a trade secret of the Company and/or one of its Subsidiaries or (iii) to avoid a conflict of interest with ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees that based on actual or expressly contemplated claims, defenses, disputes or transactions between the LivaNova Company or any of its Subsidiaries, on the one hand, and ACOF, ESL or any of their respective Affiliates, on the other hand, then such ACOF Observer or ESL Observer (as applicable) shall be selected by consulting with excluded from the Company’s CEO, and shall have no less than ten years portions of experience in the health care industry (or be a Vice President or comparable role) and be a fluent English speaker. Upon reasonable notice and at a scheduled meeting of the Board of or a committee thereof relating to such matter and shall not be provided any information that Directors or such other time, if any, as the Board of Directors may determine in its sole discretion, the LivaNova Observer may address the Board of Directors otherwise receive with respect to LivaNova’s concerns regarding significant business issues facing the Companysuch matter.

Observer Rights. Tinicum may designate one Person, in the aggregate, to attend meetings of the Board of Directors and the Compensation Committee as an observer (a) As “Observer”), for so long as Longitude Venture Partners IV, L.P. (together with its Affiliates, “Longitude”) Tinicum beneficially owns shares 10% or more of the Preferred then outstanding Common Stock. If Tinicum beneficially owns less than 10% of the then outstanding Common Stock, the Company shall invite a representative of Longitude (the “Longitude Observer”) have no obligation pursuant to this Agreement to permit any Person designated by Tinicum to attend all meetings of its the Board of Directors via telephone Directors, the Compensation Committee or video conference in a nonvoting observer capacity and, in otherwise under this respect, shall give the Longitude Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Longitude Section 4.4. The Observer shall agree be entitled to hold in confidence receive notice of and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Longitude Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Longitude Observer. (b) As long as Red Tree Venture Fund, L.P. (together with its Affiliates, “Red Tree”) owns shares of the Preferred Stock, the Company shall invite a representative of Red Tree (the “Red Tree Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Red Tree Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Red Tree Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Red Tree Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Red Tree Observer or if Red Tree or its representative is or is affiliated with a direct competitor of the Company. (c) As long as RA Capital Healthcare Fund, L.P. and/or RA Capital Nexus Fund II, L.P. (together with their Affiliates, “RA Capital”) owns shares of the Preferred Stock, the Company shall invite a representative of RA Capital (the “RA Capital Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the RA Capital Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that RA Capital Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the RA Capital Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the RA Capital Observer or if RA Capital or its representative is or is affiliated with a direct competitor of the Company. (d) For so long as LivaNova USA, Inc. (“LivaNova”) or any of its subsidiaries or Affiliates (each, including LivaNova, a “LivaNova Party” and collectively, the “LivaNova Parties”) holds any of the shares of Series B Preferred Stock (including any Common Stock into which such shares are convertible), the LivaNova Parties shall have the right to designate one representative (the “LivaNova Observer”) to attend any and observe all meetings of the Board of Directors via telephone or video conference and the Compensation Committee in a nonvoting an observer capacity, and, in this respect, and the Company shall provide the LivaNova Observer with copies of all notices, minutes, consents and other material (“Materials”) that it provides in connection therewith at the same time as such materials are distributed to the members of the Board of Directors and the Compensation Committee; provided, that (A) Tinicum shall cause the Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer pursuant hereto and (B) the Company, the Board of Directors and the Compensation Committee shall have the right to withhold any information and to exclude Observer from any meeting or portion thereof (1) if doing so is, in the opinion of counsel to the Company, advisable or necessary to protect the attorney-client privilege between the Company and counsel or (2) if the Board of Directors or the Compensation Committee determines in good faith, after consultation with counsel, that fiduciary requirements under applicable law would make attendance by such Observer not advisable. The Observers shall have no right to vote on any matters presented to the Board of Directors or the Compensation Committee. All obligations of the Company pursuant to this Section 4.4 shall terminate, and, upon request by the Board of Directors, Tinicum shall cause the Observer to resign promptly from the Board of Directors and the Compensation Committee, in each case upon Tinicum ceasing to have the right to designate an Observer pursuant to this Section 4.4. In addition, upon request by the Board of Directors, Tinicum shall cause its Observer to resign promptly at any time that Tinicum is no longer entitled to nominate or designate an Observer pursuant to this Section 4.4. The Observer shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors and the Compensation Committee, to the same time and in the same manner extent as the respective members of the Board of Director; provided, however, that Directors and the Company reserves the right to exclude the LivaNova Observer from access to any Material or meeting or portion thereof if the Board of Directors determines in good faith, upon the advice of counsel, that such exclusion is reasonably necessary to (i) preserve the attorney-client privilege, (ii) protect highly confidential proprietary information, or (iii) avoid a conflict of interest with ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees that the LivaNova Observer shall be selected by consulting with the Company’s CEO, and shall have no less than ten years of experience in the health care industry (or be a Vice President or comparable role) and be a fluent English speaker. Upon reasonable notice and at a scheduled meeting of the Board of Directors or such other time, if any, as the Board of Directors may determine in its sole discretion, the LivaNova Observer may address the Board of Directors with respect to LivaNova’s concerns regarding significant business issues facing the CompanyCompensation Committee.