Common use of Observer Rights Clause in Contracts

Observer Rights. (a) So long as the Company shall not be a company required to file reports with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act, the Company shall allow (1) two representatives designated by Longitude Venture Partners III, L.P. (“Longitude”), who are reasonably acceptable to the Company and who shall initially be Xxxxxx Xxxxxxxx and Xxxx Xxxxxxx, so long as Longitude shall hold any shares of Preferred Stock, (2) one representative designated by New Enterprise Associates 15, L.P. (“NEA”), who is reasonably acceptable to the Company and who shall initially be Xxxxx Xxxxxx, so long as NEA shall hold any shares of Preferred Stock, (3) one representative designated by Novo, who is reasonably acceptable to the Company and who shall initially be Xxxxxxxx Xxx, so long as Novo shall hold any shares of Preferred Stock, (4), one representative designated by Sanofi US (“Sanofi”), who is reasonably acceptable to the Company and who shall initially be Xxxxxxx Xxxxx, so long as Sanofi shall hold any shares of Preferred Stock, (5) Xx. Xxxxxxxxx Xxxxxxxx (“Xxxxxxxx”) so long as he shall own at least 25% of the shares of Common Stock that he owned on April 13, 2017, subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, and (6) one representative designated by Pivotal bioVenture Partners LLC (“Pivotal”), who is reasonably acceptable to the Company and who shall initially be Xxx Xxxxxxx, so long as Pivotal shall hold any shares of Preferred Stock, to attend all meetings of the Board as observers, but without any right to make any motion or to vote (the “Observers”), and in connection therewith, the Company shall give the Observers copies of all notices, minutes, written consents of the Board to action taken without a meeting and other materials, financial or otherwise, which the Company provides to the Board; provided, however, that the observation rights (including the right to receive notices, minutes, consents and other materials) provided hereby shall be temporarily suspended, and any one or more Observers shall be excluded from access to any material or meeting or portion thereof, if (i) the Company believes, upon the advice of counsel, that such exclusion is necessary or appropriate to preserve the attorney-client privilege or to protect confidential or proprietary information of the Company or a third party; or (ii) with respect to Xxxxxxxx, there exists, with respect to any meeting of the Board or any portion thereof or any deliberation by the Board or consent or material being furnished to the Board, an actual or potential conflict of interest between Xxxxxxxx and the Company. The rights of observation provided hereby shall not extend to any meeting of any committee of the Board; provided, however, that the Company will furnish to the Observer copies of minutes of committee meetings and actions taken by each committee by written consent, subject to the foregoing limits.

Observer Rights. (a) So As long as the Company Xxxxx X. Xxxxxxx or Xxxxxxx Investments, LLC shall not be a company required to file reports with the SEC pursuant to Section 13 or Section 15(d) own any shares of capital stock of the Exchange ActCompany, (b) as long as Columbia Ventures Corporation (“CVC”) shall own at least 287,769 shares of Preferred Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), (c) as long as KBI shall own at least 178,754 shares of Preferred Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), and (d) as long as Xxxxxxx Innovation Center LLC and its Affiliates (collectively, “DIC”) shall own at least 153,218 shares of Preferred Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), respectively, the Company shall allow (1) two representatives designated by Longitude Venture Partners III, L.P. (“Longitude”), who are reasonably acceptable to the Company and who shall initially be Xxxxxx Xxxxxxxx and Xxxx invite a representative of Xx. Xxxxxxx, so long as Longitude shall hold any shares a representative of Preferred StockCVC, (2) one a representative designated by New Enterprise Associates 15, L.P. (“NEA”), who is reasonably acceptable to the Company and who shall initially be Xxxxx Xxxxxx, so long as NEA shall hold any shares of Preferred Stock, (3) one representative designated by Novo, who is reasonably acceptable to the Company and who shall initially be Xxxxxxxx Xxx, so long as Novo shall hold any shares of Preferred Stock, (4), one representative designated by Sanofi US (“Sanofi”), who is reasonably acceptable to the Company and who shall initially be Xxxxxxx Xxxxx, so long as Sanofi shall hold any shares of Preferred Stock, (5) Xx. Xxxxxxxxx Xxxxxxxx (“Xxxxxxxx”) so long as he shall own at least 25% of the shares of Common Stock that he owned on April 13, 2017, subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the likeKBI, and (6) one a representative designated by Pivotal bioVenture Partners LLC (“Pivotal”)of DIC, who is reasonably acceptable to as the Company and who shall initially be Xxx Xxxxxxx, so long as Pivotal shall hold any shares of Preferred Stockcase may be, to attend all meetings of the its Board as observersof Directors in a nonvoting observer capacity and, but without any right to make any motion or to vote (the “Observers”)in this respect, shall give Xx. Xxxxxxx, and in connection therewiththe CVC, the Company shall give the Observers KBI, and DIC representatives copies of all notices, minutes, written consents of the Board to action taken without a meeting and other materials, financial or otherwise, which the Company materials that it provides to the Boardits directors; provided, however, that each such observer shall agree to hold in confidence all information so provided; and provided further, that the observation rights (including Company reserves the right to receive notices, minutes, consents withhold any information and other materials) provided hereby shall be temporarily suspended, and to exclude such observer from any one or more Observers shall be excluded from access to any material or meeting or portion thereof, thereof if (i) the Company believes, upon the advice of counsel, that access to such exclusion is necessary information or appropriate to preserve attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect confidential result in disclosure of trade secrets or proprietary information a conflict of interest, or if such Investor or its representative is a Competitor. Each of the Investors agrees that except as expressly set forth above, no other Investor or stockholder of the Company or a third party; or (ii) with respect to Xxxxxxxx, there exists, with respect is entitled to any meeting Board observer rights, and any and all observer rights between the Company or any of its predecessors and any other Investor or stockholder of the Board Company, including without limitation those set forth in the Fifth Amended and Restated Limited Liability Company Agreement of AbSci, LLC, dated December 5, 2019, as amended, restated or any portion thereof or any deliberation by the Board or consent or material being furnished otherwise modified from time to the Board, an actual or potential conflict of interest between Xxxxxxxx and the Company. The rights of observation provided hereby shall not extend to any meeting of any committee of the Board; provided, however, that the Company will furnish to the Observer copies of minutes of committee meetings and actions taken by each committee by written consent, subject to the foregoing limitstime.

Observer Rights. Each of (a) So long as the Company shall not be a company required to file reports with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act, the Company shall allow (1) two representatives designated by Longitude Venture Partners IIISightLine Healthcare Opportunity Fund II, L.P. (collectively with SightLine Healthcare Opportunity Fund II-A, L.P. and SightLine Healthcare Opportunity Fund II-B, L.P., “LongitudeSightline”), who are reasonably acceptable (b) Cross Creek Capital, L.P. and Cross Creek Capital Employees’ Fund, L.P. (which for purposes of this Agreement shall be deemed to the Company be Affiliates of each other and who shall initially collectively have one Representative), (c) Vapotherm Investors, LLC, (d) Xxxxxx Foundation Hospitals (“KFH”), The Permanente Federation LLC – Series F (“PF”), The Permanente Federation LLC-Series G (“PG”), The Permanente Federation LLC-Series I (“PI”) and The Permanente Federation LLC – Series J (“PJ”) (for purposes of this Agreement, KFH, PF, PG, PI and PJ shall be Xxxxxx Xxxxxxxx deemed to be Affiliates of each other and Xxxx Xxxxxxxshall collectively have one Representative), (e) Adage Capital Partners, LP (“Adage”) and (f) Redmile Fund (“Redmile”), in each case for so long as Longitude shall hold any shares of Preferred Stock, it (2collectively with its respective Affiliates) one representative designated by New Enterprise Associates 15, L.P. (“NEA”), who is reasonably acceptable to the Company and who shall initially be Xxxxx Xxxxxx, so long as NEA shall hold any shares of Preferred Stock, (3) one representative designated by Novo, who is reasonably acceptable to the Company and who shall initially be Xxxxxxxx Xxx, so long as Novo shall hold any shares of Preferred Stock, (4), one representative designated by Sanofi US (“Sanofi”), who is reasonably acceptable to the Company and who shall initially be Xxxxxxx Xxxxx, so long as Sanofi shall hold any shares of Preferred Stock, (5) Xx. Xxxxxxxxx Xxxxxxxx (“Xxxxxxxx”) so long as he shall own owns at least 25% of the 100,000 shares of Common Stock that he owned on April 13, 2017, subject to appropriate adjustment issued or issuable upon conversion of the Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, recapitalizations combinations and the like, and (6) one representative designated by Pivotal bioVenture Partners LLC (“Pivotal”other recapitalizations), who is reasonably acceptable shall be permitted to the Company and who shall initially be Xxx Xxxxxxxsend a representative (each, so long a “Representative”) to attend, as Pivotal shall hold any shares of Preferred Stocknonvoting observer, to attend all meetings of the Board as observersor committees thereof and, but without any right to make any motion or to vote (the “Observers”), and in connection therewiththis respect, the Company shall give the Observers provide each Representative copies of all notices, minutes, written consents of the Board to action taken without a meeting consents, and other materials, financial or otherwise, which the Company material that it provides to its Directors at the Boardsame time as such materials are provided to the Directors; provided, however, that the observation rights (including Company reserves the right to receive notices, minutes, consents and other materials) provided hereby shall be temporarily suspended, and exclude any one or more Observers shall be excluded Representative from access to any material or meeting or portion thereof, thereof if (i) the Company believes, in good faith believes upon the advice of counsel, counsel that such exclusion is reasonably necessary or appropriate to preserve the attorney-client privilege or to protect highly confidential proprietary information. Each Representative may participate in discussions of matters brought to the Board or proprietary information of the committees thereof. The Company or a third party; or (ii) with respect to Xxxxxxxx, there exists, with respect to shall not reimburse expenses incurred by each Representative in attending any meeting of the Board or any portion thereof or any deliberation by the Board or consent or material being furnished to the Board, an actual or potential conflict of interest between Xxxxxxxx and the Company. The rights of observation provided hereby shall not extend to any meeting of any committee of the Board; provided, however, that the Company will furnish to the Observer copies of minutes of committee meetings and actions taken by each committee by written consent, subject to the foregoing limitscommittees thereof.

Observer Rights. (a) So For so long as the FRG Investors continue to hold at least twenty percent (20%) of the Senior Preferred Stock or Non-Voting Common Stock received upon conversion of the Senior Preferred Stock issued at the Equity Closing, the FRG Investors shall have the right to designate one representative, subject to the consent of the Company (which shall not be a company required to file reports with unreasonably withheld, conditioned or delayed) (the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act, the Company shall allow (1) two representatives designated by Longitude Venture Partners III, L.P. (“LongitudeFRG Board Observer”), who are reasonably acceptable to the Company and who shall initially be Xxxxxx Xxxxxxxx and Xxxx Xxxxxxx, so long as Longitude shall hold any shares of Preferred Stock, (2) one representative designated by New Enterprise Associates 15, L.P. (“NEA”), who is reasonably acceptable to the Company and who shall initially be Xxxxx Xxxxxx, so long as NEA shall hold any shares of Preferred Stock, (3) one representative designated by Novo, who is reasonably acceptable to the Company and who shall initially be Xxxxxxxx Xxx, so long as Novo shall hold any shares of Preferred Stock, (4), one representative designated by Sanofi US (“Sanofi”), who is reasonably acceptable to the Company and who shall initially be Xxxxxxx Xxxxx, so long as Sanofi shall hold any shares of Preferred Stock, (5) Xx. Xxxxxxxxx Xxxxxxxx (“Xxxxxxxx”) so long as he shall own at least 25% of the shares of Common Stock that he owned on April 13, 2017, subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, and (6) one representative designated by Pivotal bioVenture Partners LLC (“Pivotal”), who is reasonably acceptable to the Company and who shall initially be Xxx Xxxxxxx, so long as Pivotal shall hold any shares of Preferred Stock, invited to attend all meetings of the Company’s Board as observers, but without any right to make any motion or to vote of Directors (the “ObserversBoard”) or any now existing or hereafter formed committee thereof in a non-voting observer capacity; provided, however, that the Board may require, in its reasonable discretion, that the FRG Board Observer be replaced by a new FRG Board Observer designated by the FRG Investors subject to the consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), and in connection therewith, the . The Company shall give the Observers FRG Board Observer copies of all notices, minutes, written consents of the Board to action taken without a meeting consents, and other materials, financial or otherwise, which the Company materials and information that it provides to its directors at the Boardsame time and in the same manner as provided to such directors; provided, however, that the observation rights (including FRG Investors shall cause the FRG Board Observer to hold in confidence all information so provided, subject to the right of the FRG Board Observer to disclose such information to the FRG Investors or Affiliates thereof; and provided further, that the Company reserves the right to receive notices, minutes, consents withhold any information and other materials) provided hereby shall be temporarily suspended, and any one or more Observers shall be excluded to exclude the FRG Board Observer from access to any material or meeting or portion thereof, if (i) the Company believes, upon the advice of counsel, that such exclusion is necessary or appropriate to preserve the attorney-client privilege or to protect confidential or proprietary information of the Company or a third party; or (ii) with respect to Xxxxxxxx, there exists, with respect to any meeting of the Board or any committee thereof or portion thereof if (a) access to such information or any deliberation by attendance at such meeting would be reasonably likely to result in the loss of the attorney-client privilege between the Company and its counsel, or (b) such information or meeting (or portion thereof) involves the FRG Investors or Affiliates thereof. The initial FRG Board or consent or material being furnished to the BoardObserver shall be Xxxxxx Xxxxxxxx, an actual or potential conflict of interest between Xxxxxxxx and the Company. The rights of observation provided Company hereby shall not extend consents to any meeting of any committee of Xxxxxx Xxxxxxxx acting as the Board; provided, however, that the Company will furnish to the FRG Board Observer copies of minutes of committee meetings and actions taken by each committee by written consent, subject to the foregoing limitsterms set forth in the first proviso of the first sentence of this Section 1.

Observer Rights. (a) So long as European Founders Fund GmbH or one of its affiliates (collectively, “EFF”) holds at least 100,000 shares of Registrable Securities (as adjusted for stock splits, recapitalizations, dividends and the Company shall not be a company required to file reports with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Actlike), the Company shall allow one (1) two representatives designated by Longitude Venture Partners III, L.P. (“Longitude”), who are reasonably acceptable to the Company and who shall initially be Xxxxxx Xxxxxxxx and Xxxx Xxxxxxx, so long as Longitude shall hold any shares of Preferred Stock, (2) one representative designated by New Enterprise Associates 15, L.P. EFF (the “NEA”), who is reasonably acceptable to the Company and who shall initially be Xxxxx Xxxxxx, so long as NEA shall hold any shares of Preferred Stock, (3) one representative designated by Novo, who is reasonably acceptable to the Company and who shall initially be Xxxxxxxx Xxx, so long as Novo shall hold any shares of Preferred Stock, (4), one representative designated by Sanofi US (“Sanofi”), who is reasonably acceptable to the Company and who shall initially be Xxxxxxx Xxxxx, so long as Sanofi shall hold any shares of Preferred Stock, (5) Xx. Xxxxxxxxx Xxxxxxxx (“XxxxxxxxEFF Observer”) so long as he shall own at least 25% of the shares of Common Stock that he owned on April 13, 2017, subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, and (6) one representative designated by Pivotal bioVenture Partners LLC (“Pivotal”), who is reasonably acceptable to the Company and who shall initially be Xxx Xxxxxxx, so long as Pivotal shall hold any shares of Preferred Stock, to attend all meetings of the Company’s Board as observers, but without any right to make any motion or to vote (the “Observers”)of Directors in a nonvoting capacity, and in connection therewith, the Company shall give the Observers EFF Observer copies of all notices, minutes, written consents of the Board to action taken without a meeting and other materials, financial or otherwise, which the Company provides to the Boardits Board of Directors; provided, however, that the observation rights (including Company reserves the right to receive notices, minutes, consents and other materials) provided hereby shall be temporarily suspended, and any one or more Observers shall be excluded exclude the EFF Observer from access to any material or meeting or portion thereof, thereof if (i) the Company believes, believes upon the advice of counsel, counsel that such exclusion is reasonably necessary or appropriate to preserve the attorney-client privilege or privilege, to protect highly confidential information or proprietary information for other similar reasons. The decision of the Company or a third party; or (ii) Company’s Board of Directors with respect to the privileged or confidential nature of such information shall be final and binding. [Signature Page Follows] The parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written. COMPANY: XXXXXXXXXX.XXX, INC. By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, President Address: 0000 Xxxxxx Xxxxx, Suite 102 Pleasanton, CA 94588 FOUNDER: Xxxx Xxxxx Saadlou Address: KPCB Holdings, Inc., as nominee By: /s/ Xxx Xxxxxxx (Signature) Name: Xxx Xxxxxxx (print) Title: /s/ Senior Vice President Address: 0000 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000 SIGNATURE PAGE TO XXXXXXXXXX.XXX, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written. ACCEL VII L.P. By: Accel VII Associates L.L.C. Its General Partner By: /s/ Xxxxx X. Xxxxxxx Attorney-in-Fact Name: Xxxxx Xxxxxxx ACCEL INTERNET FUND III L.P. By: Accel Internet Fund III Associates L.L.C. Its General Partner By: /s/ Xxxxx X. Xxxxxxx Attorney-in-Fact Name: Xxxxx Xxxxxxx ACCEL INVESTORS ’99 L.P. By: /s/ Xxxxx X. Xxxxxxx Attorney-in-Fact Name: Xxxxx Xxxxxxx ACP FAMILY PARTNERSHIP L.P. By: /s/ Xxxxx X. Xxxxxxx Agent Name: Xxxxx Xxxxxxx SIGNATURE PAGE TO XXXXXXXXXX.XXX, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written. CATERPILLAR INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx (Print) Address: 2100 Xxxx Xxx Xxx. Xxxxxxxxx, Xxxxxxxxx 00000 KOMATSU AMERICA CORP. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx (Print) Address: 1701 E. Golf Rd. Rolling Meadows, IL 60008 VOLVO CONSTRUCTION EQUIPMENT NORTH AMERICA, INC. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx (Print) Address: One Volvo Drive Asheville, NC 28803 SIGNATURE PAGE TO XXXXXXXXXX.XXX, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written. RING POWER CORPORATION By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: President Address: 500 Xxxxx Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxx, XX 00000 Phone: (904) 201 – 7464 Fax: (904) 281 – 0155 E-mail: SIGNATURE PAGE TO XXXXXXXXXX.XXX, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT EXHIBIT A Series A Holders Name and Address Accel VII L.P. Accel Internet Fund III L.P. Accel Investors ’99 L.P. c/o Xxxxxx X. Xxxxxxxxx 420 Xxxxxxxxxx Xxx. Xxxx Xxxx, XX 00000 Xxxxxxxxxxx Xxxxxxxxx & Co., L.P. 11 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Xxxxxx X. Xxxxxxxxx c/o Accel Partners 420 Xxxxxxxxxx Xxxxxx Xxxx Xxxx, XX 00000 Copy To: X. Xxxxxx Sednaoui Accel Partners Onx Xxxxxx Xxxxxx Princeton, NJ 08542 KPCB Holdings, Inc. 2700 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000 Dyncorp Technical Services, Inc. One Ridgemar Centre 6500 Xxxx Xxxxxxx Xxxx Xxxxx, XX 00000 Xxxxxxx X. Xxxxxxx c/o Housatonic Partners 11 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Xxxxxxx X. Xxxxx c/o Housatonic Partners 11 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Name and Address Xxxxx Xxxxxxxx c/o Housatonic Partners 11 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Xxxxxxx Xxxxxxxxx c/o Housatonic Partners 11 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 VLG Investments 1999 2800 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000 Xxxx X. Xxxxxxxx c/o Venture Law Group 2700 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000 Xxxxxx Xxxxxx c/o Venture Law Group 2800 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000 Xxxxxxx Xxx c/o Venture Law Group 2700 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000 MRS Investors c/o Xxxx Xxxxxxxx-Xxxxxx Venture Law Group 2800 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000 EXHIBIT A Series B Holders Name and Address Caterpillar, Inc. 100 X.X. Xxxxx Xxxxxx Peoria, IL 61629 Komatsu America Corp. 440 Xxxxx Xxxxxxx Xxxxx X.X. Xxx 0000 Xxxxxx Xxxxx, XX 00000-0000 Volvo Construction Equipment N. V. Chxxxxx xx xx Xxxxx 000 Xxxxxxxx, there existsXX-0000, with respect to any meeting of the Board or any portion thereof or any deliberation by the Board or consent or material being furnished to the BoardXxxxxxx KPCB Holdings, an actual or potential conflict of interest between Inc. 2700 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000 Accel VII L.P. Accel Internet Fund III L.P. Accel Investors ’99 L.P. ACP Family Partnership L.P. c/o Xxxxxx X. Xxxxxxxxx 420 Xxxxxxxxxx Xxxxxx Xxxx Xxxx, XX 00000 Copy to: X. Xxxxxx Sednaoui, CFO Onx Xxxxxx Xxxxxx Princeton, NJ 08542 Marubeni Construction Machinery (America) Inc. 200 X. Xxxxxxxx Dr., Suite 4838 Chicago, IL 60601 MAC Investment Co., Inc. 450 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Marubeni America Corp., Information Technology & Infrastructure Project Group 100 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Name and the CompanyAddress Marubeni America Corp., Machinery Group 450 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Comdisco, Inc. Attn: Venture Group 6100 Xxxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 Copy To: 100 Xxxxxxxx, Suite 104A Palo Alto, CA 94301 Ignite Ventures II, L.P. 250 Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxx, XX 00000 Ignite Entrepreneurs, L.P. 250 Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxx, XX 00000 Altec Ventures LLC 210 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxxx, XX 00000 Xxxxxx X. Xxxxxxx, Xx. The rights of observation provided hereby shall not extend to any meeting of any committee of the Board; providedXxxxxx X. Xxxxxxx, howeverXx. Xxxxxxx X. Xxxxxxxxxxx Xxx Xxxxxx Xxx Xxxx Xxxxxxx X. Xxxxxx Xxxxxxx Xxxxx European Founders Fund GmbH Attn: Xxxx Xxxxxx Lixxxxxxxx 00 00000 Xxxx Xxxxxxx EXHIBIT A Series C Holders Name and Address Ring Power Corporation 500 Xxxxx Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxx, that the Company will furnish to the Observer copies of minutes of committee meetings and actions taken by each committee by written consent, subject to the foregoing limits.XX 00000

Observer Rights. (a) So As long as the Company shall (x) Rawoz own not be a company required to file reports with the SEC pursuant to Section 13 or Section 15(dless than fifteen percent (15%) of the Exchange Actshares of the Series B Preferred Stock originally purchased by it under that certain Series B Preferred Stock Purchase Agreement, dated October 15, 2009, as amended (the “Series B Purchase Agreement”) (or an equivalent amount of Common Stock issued upon conversion thereof) and/or (y) XXXX owns at least 83,787 shares of Common Stock (including shares of Common Stock issuable upon conversion of the Series A Preferred Stock) and/or (z) ETV or any of its Affiliates own at least 1,000,000 shares of Common Stock (including shares of Common Stock issuable upon conversion of the Series B Preferred Stock) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares), the Company shall allow invite (1A) two representatives designated by Longitude Venture Partners III, L.P. (“Longitude”), who are reasonably acceptable to the Company and who shall initially be Xxxxxx Xxxxxxxx and Xxxx Xxxxxxx, so long as Longitude shall hold any shares a representative of Preferred Stock, (2) one representative designated by New Enterprise Associates 15, L.P. (“NEA”), who is reasonably acceptable to the Company and Rawoz who shall initially be Xxxxx Xxxxxx, so long as NEA shall hold any shares of Preferred StockXxxx, (3B) one representative designated by Novo, who is reasonably acceptable to the Company and Director General of XXXX who shall initially be X.X. Xxxxxxxx Xxxand (C) a representative of ETV, so long as Novo shall hold any shares of Preferred Stock, (4), one representative designated by Sanofi US (“Sanofi”), who is reasonably acceptable to the Company and who shall initially be Xxxxxxx Xxxxx, so long as Sanofi shall hold any shares of Preferred Stock, (5) Xx. Xxxxxxxxx Xxxxxxxx (“Xxxxxxxx”) so long as he shall own at least 25% of the shares of Common Stock that he owned on April 13, 2017, subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, and (6) one representative designated by Pivotal bioVenture Partners LLC (“Pivotal”), who is reasonably acceptable to the Company and who shall initially be Xxx Xxxxxxx, so long as Pivotal shall hold any shares of Preferred Stock, Xxxxx Skillem to attend all meetings of the its Board as observersof Directors in a nonvoting observer capacity and, but without any right to make any motion or to vote (the “Observers”)in this respect, and in connection therewith, the Company shall give the Observers such representatives copies of all notices, minutes, written consents of the Board to action taken without a meeting consents, and other materials, financial or otherwise, which the Company materials that it provides to its directors at the Boardsame time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the observation rights (including Company reserves the right to receive notices, minutes, consents withhold any information and other materials) provided hereby shall be temporarily suspended, and to exclude such representative from any one or more Observers shall be excluded from access to any material or meeting or portion thereof, thereof if (i) the Company believes, upon the advice of counsel, that access to such exclusion is necessary information or appropriate to preserve attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect confidential result in disclosure of trade secrets or proprietary information a conflict of interest, or if such Investor or its representative is a competitor of the Company. In the event that a Qualified IPO has not occurred within thirteen (13) months after the date hereof, Xxxxxx and ACP shall each be entitled to designate one Board of Directors observer (the “Xxxxxx Observer” and the “ACP Observer,” respectively) acceptable to the Company. Subject to (i) the Xxxxxx Observer and ACP Observer each signing a non-disclosure agreement with the Company or a third party; or in form and substance reasonably satisfactory to the Company and (ii) with respect to Xxxxxxxxthe provisos contained in this Section 3.3 regarding board observers, there exists, with respect to any meeting of the Board or any portion thereof or any deliberation by Xxxxxx Observer and the Board or consent or material being furnished ACP Observer shall each be entitled to the Board, an actual or potential conflict of interest between Xxxxxxxx and the Company. The same rights of observation provided hereby shall not extend to any meeting of any committee of the Board; provided, however, that the Company will furnish to the Observer copies of minutes of committee meetings and actions taken by each committee by written consent, subject to the foregoing limitsas other board observers described in this Section 3.3.”

Observer Rights. (a) So long Beginning on the Closing Date (as defined in the Purchase Agreement) and ending on the earlier of (x) the date that Investor no longer beneficially owns at least 100,000 shares of Common Stock of the Company (assuming, for such purpose, that any Notes held by the Investor shall not be have been converted into shares of Common Stock), and (y) the date that Investors shall deliver written notice to the Company that the Investor has elected to terminate its rights to designate an Observer hereunder (the “Board Rights Termination Date” and such period from the date of this Agreement to the Board Rights Termination Date, the “Observation Period”), the Company grants to the Investor the option and right, exercisable at any time during the Observation Period by delivering a company required written notice of such appointment to file reports with the SEC pursuant Company, to Section 13 appoint a single representative (the “Observer”) to attend all meetings (including telephonic or Section 15(dvideoconference meetings and meetings held in executive session) of the Exchange ActBoard and all Committees during the Observation Period in a non-voting, observer capacity; provided, that (x) for the avoidance of doubt, Investor may designate more than one representative of Investor as an Observer but only one such representative shall be entitled to attend any particular meeting of the Board or Committee, and (y) any such representative shall have executed and delivered to the Company a copy of the Acknowledgement and Agreement to be Bound in the form attached hereto as Exhibit A (the “Acknowledgement”). The Observer may participate fully in discussions of all matters brought to the Board or Committee, as the case may be, for consideration, but in no event shall the Observer (i) be deemed to be a member of the Board or any Committee; (ii) except for (and without limitation of) the obligations expressly set forth in this Agreement and the Acknowledgement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Company or its stockholders; or (iii) have the right to propose or offer any motions or resolutions to the Board or Committees. Upon request, the Company shall allow (1) two representatives designated the Observer to attend Board or Committee meetings by Longitude Venture Partners III, L.P. (“Longitude”), who are reasonably acceptable to the Company and who shall initially be Xxxxxx Xxxxxxxx and Xxxx Xxxxxxx, so long as Longitude shall hold any shares of Preferred Stock, (2) one representative designated by New Enterprise Associates 15, L.P. (“NEA”), who is reasonably acceptable to the Company and who shall initially be Xxxxx Xxxxxx, so long as NEA shall hold any shares of Preferred Stock, (3) one representative designated by Novo, who is reasonably acceptable to the Company and who shall initially be Xxxxxxxx Xxx, so long as Novo shall hold any shares of Preferred Stock, (4), one representative designated by Sanofi US (“Sanofi”), who is reasonably acceptable to the Company and who shall initially be Xxxxxxx Xxxxx, so long as Sanofi shall hold any shares of Preferred Stock, (5) Xxtelephone or electronic communication. Xxxxxxxxx Xxxxxxxx (“Xxxxxxxx”) so long as he shall own at least 25% The presence of the shares of Common Stock that he owned on April 13, 2017, subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, and (6) one representative designated by Pivotal bioVenture Partners LLC (“Pivotal”), who is reasonably acceptable to the Company and who shall initially be Xxx Xxxxxxx, so long as Pivotal shall hold any shares of Preferred Stock, to attend all meetings of the Board as observers, but without any right to make any motion or to vote (the “Observers”), and in connection therewith, the Company shall give the Observers copies of all notices, minutes, written consents of the Board to action taken without a meeting and other materials, financial or otherwise, which the Company provides to the Board; provided, however, that the observation rights (including the right to receive notices, minutes, consents and other materials) provided hereby shall be temporarily suspended, and any one or more Observers shall be excluded from access to any material or meeting or portion thereof, if (i) the Company believes, upon the advice of counsel, that such exclusion is necessary or appropriate to preserve the attorney-client privilege or to protect confidential or proprietary information of the Company or a third party; or (ii) with respect to Xxxxxxxx, there exists, with respect to any meeting of the Board or any portion thereof or any deliberation by the Board or consent or material being furnished to the Board, an actual or potential conflict of interest between Xxxxxxxx and the Company. The rights of observation provided hereby Observer shall not extend to any meeting be required for purposes of any committee of the Board; provided, however, that the Company will furnish to the Observer copies of minutes of committee meetings and actions taken by each committee by written consent, subject to the foregoing limitsestablishing a quorum.

Observer Rights. (a) So As long as the Company shall (x) Rawoz own not be a company required to file reports with the SEC pursuant to Section 13 or Section 15(dless than fifteen percent (15%) of the Exchange Actshares of the Series B Preferred Stock originally purchased by it under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof) and/or (y) XXXX owns at least 83,787 shares of Common Stock (including shares of Common Stock issuable upon conversion of the Series A Preferred Stock) and/or (z) ETV or any of its Affiliates own at least 1,000,000 shares of Common Stock (including shares of Common Stock issuable upon conversion of the Series B Preferred Stock) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares), the Company shall allow invite (1A) two representatives designated by Longitude Venture Partners III, L.P. (“Longitude”), who are reasonably acceptable to the Company and who shall initially be Xxxxxx Xxxxxxxx and Xxxx Xxxxxxx, so long as Longitude shall hold any shares a representative of Preferred Stock, (2) one representative designated by New Enterprise Associates 15, L.P. (“NEA”), who is reasonably acceptable to the Company and Rawoz who shall initially be Xxxxx Xxxxxx, so long as NEA shall hold any shares of Preferred StockXxxx, (3B) one representative designated by Novo, who is reasonably acceptable to the Company and Director General of XXXX who shall initially be X.X. Xxxxxxxx Xxxand (C) a representative of ETV, so long as Novo shall hold any shares of Preferred Stock, (4), one representative designated by Sanofi US (“Sanofi”), who is reasonably acceptable to the Company and who shall initially be Xxxxxxx Xxxxx, so long as Sanofi shall hold any shares of Preferred Stock, (5) Xx. Xxxxxxxxx Xxxxxxxx (“Xxxxxxxx”) so long as he shall own at least 25% of the shares of Common Stock that he owned on April 13, 2017, subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, and (6) one representative designated by Pivotal bioVenture Partners LLC (“Pivotal”), who is reasonably acceptable to the Company and who shall initially be Xxx Xxxxxxx, so long as Pivotal shall hold any shares of Preferred Stock, Xxxxx Skillem to attend all meetings of the its Board as observersof Directors in a nonvoting observer capacity and, but without any right to make any motion or to vote (the “Observers”)in this respect, and in connection therewith, the Company shall give the Observers such representatives copies of all notices, minutes, written consents of the Board to action taken without a meeting consents, and other materials, financial or otherwise, which the Company materials that it provides to its directors at the Boardsame time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the observation rights (including Company reserves the right to receive notices, minutes, consents withhold any information and other materials) provided hereby shall be temporarily suspended, and to exclude such representative from any one or more Observers shall be excluded from access to any material or meeting or portion thereof, thereof if (i) the Company believes, upon the advice of counsel, that access to such exclusion is necessary information or appropriate to preserve attendance at such meeting could adversely affect the attorney-client privilege or to protect confidential or proprietary information of between the Company and its counsel or result in disclosure of trade secrets or a third party; or (ii) with respect to Xxxxxxxx, there exists, with respect to any meeting of the Board or any portion thereof or any deliberation by the Board or consent or material being furnished to the Board, an actual or potential conflict of interest between Xxxxxxxx and interest, or if such Investor or its representative is a competitor of the Company. The rights In the event that a Qualified IPO has not occurred within thirteen (13) months after the date hereof, Xxxxxx shall be entitled to designate a single Board of observation provided hereby shall not extend Directors observer (the “Xxxxxx Observer”) acceptable to any meeting of any committee of the Board; provided, however, that Company. Subject to (i) the Xxxxxx Observer signing a non-disclosure agreement with the Company will furnish in form and substance reasonably satisfactory to the Company and (i) the provisos contained in this Section 3.3 regarding board observers, the Xxxxxx Observer copies of minutes of committee meetings and actions taken by each committee by written consent, subject shall be entitled to the foregoing limitssame rights as other board observers described in this Section 3.3.

Observer Rights. (a) So long During the Standstill Period, FairMarket shall permit James Mitarotonda, as the Company shall not be a company required to file reports with the SEC pursuant to Section 13 or Section 15(d) xxxxxxxxxx xxxxxsentative of the Exchange Act, the Company shall allow (1) two representatives designated by Longitude Venture Partners III, L.P. (“Longitude”), who are reasonably acceptable to the Company and who shall initially be Xxxxxx Xxxxxxxx and Xxxx Xxxxxxx, so long as Longitude shall hold any shares of Preferred Stock, (2) one representative designated by New Enterprise Associates 15, L.P. (“NEA”), who is reasonably acceptable to the Company and who shall initially be Xxxxx Xxxxxx, so long as NEA shall hold any shares of Preferred Stock, (3) one representative designated by Novo, who is reasonably acceptable to the Company and who shall initially be Xxxxxxxx Xxx, so long as Novo shall hold any shares of Preferred Stock, (4), one representative designated by Sanofi US (“Sanofi”), who is reasonably acceptable to the Company and who shall initially be Xxxxxxx Xxxxx, so long as Sanofi shall hold any shares of Preferred Stock, (5) Xx. Xxxxxxxxx Xxxxxxxx (“Xxxxxxxx”) so long as he shall own at least 25% of the shares of Common Stock that he owned on April 13, 2017, subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, and (6) one representative designated by Pivotal bioVenture Partners LLC (“Pivotal”), who is reasonably acceptable to the Company and who shall initially be Xxx Xxxxxxx, so long as Pivotal shall hold any shares of Preferred StockJHC Entities, to attend all Board of Directors meetings of the Board as observers, but without any right to make any motion or to vote (the “Observers”), and in connection therewith, the Company shall give the Observers copies of all notices, minutes, written consents of the Board to action taken without a meeting and other materials, financial or otherwise, which the Company provides to the BoardFairMarket; provided, however, that (i) no other person designated by the observation rights JHC Entities shall be permitted to attend Board of Directors meetings of FairMarket (including other than the JHC Nominee as provided in Section 2(a) above) and neither the JHC Entities nor Mr. Mitarotonda shall hxxx xxx xxxxx xo substitute any other person in his stead, (ii) the Board of Directors of FairMarket shall have the right to receive notices, minutes, consents and other materials) provided hereby shall exclude Mr. Mitarotonda from anx xxxxxxx xx xxe Board of Directors or portion thereof if the Board determines in good faith that such attendance would not be temporarily suspended, and any one or more Observers shall appropriate in light of the subject matter to be excluded from access to any material or discussed at such meeting or such portion thereofthereof (without limiting the generality of the foregoing, if (i) such attendance would not be appropriate in circumstances where the Company believes, Board determines in good faith based upon the advice of counsel, counsel that such exclusion is necessary or appropriate to preserve the attendance might compromise FairMarket's attorney-client privilege privileges, attorney work-product privileges or to protect confidential similar protections or proprietary information of the Company privileges or a third party; or (ii) with respect to Xxxxxxxx, there exists, with respect to any meeting of in circumstances where the Board or any portion thereof or any deliberation by the Board or consent or material being furnished to the Board, determines in good faith that there is an actual or potential conflict of interest between Xxxxxxxx or other interest on the part of the JHC Entities or Mr. Mitarotonda that maxxx xxxx xxxxxxance inappropriate, notwithstanding the presence of the JHC Nominee), (iii) Mr. Mitarotonda shall bx xx xxxxxxxx xnly, at the invitation of the FairMarket Board of Directors, shall not be a director and shall have no voting rights as a director, and (iv) all rights of Mr. Mitarotonda and the Company. The XXX Xxxxxxxx xnder this Section 2(d) shall terminate at such time as the JHC Entities, together with their Associates and Affiliates, are the beneficial owners of less than 5% of the total outstanding shares of Common Stock (and such rights of observation provided hereby shall not extend to be reinstated in any meeting manner if the JHC Entities, together with their Associates and Affiliates, subsequently become the beneficial owners of any committee 5% or more of the Board; provided, however, that the Company will furnish to the Observer copies total outstanding shares of minutes of committee meetings and actions taken by each committee by written consent, subject to the foregoing limitsCommon Stock).

Observer Rights. (a) So long as the Company shall If Xxxx Ventures, Inc. or a representative of --------------- Xxxx Ventures, Inc. is not be a company required to file reports with the SEC pursuant to Section 13 or Section 15(d) member of the Exchange ActCompany's Board of Directors for whatever reason, the Company shall allow (1) two representatives designated by Longitude Venture Partners IIIinvite, L.P. (“Longitude”)at Xxxx Ventures, Inc.'s expense, a representative of Xxxx Ventures, Inc., who are shall be reasonably acceptable to the Company and who shall initially be Xxxxxx Xxxxxxxx and Xxxx Xxxxxxx, so long as Longitude shall hold any shares of Preferred Stock, (2) one representative designated by New Enterprise Associates 15, L.P. (“NEA”), who is reasonably acceptable to the Company and who shall initially be Xxxxx Xxxxxx, so long as NEA shall hold any shares of Preferred Stock, (3) one representative designated by Novo, who is reasonably acceptable to the Company and who shall initially be Xxxxxxxx Xxx, so long as Novo shall hold any shares of Preferred Stock, (4), one representative designated by Sanofi US (“Sanofi”), who is reasonably acceptable to the Company and who shall initially be Xxxxxxx Xxxxx, so long as Sanofi shall hold any shares of Preferred Stock, (5) Xx. Xxxxxxxxx Xxxxxxxx (“Xxxxxxxx”) so long as he shall own at least 25% of the shares of Common Stock that he owned on April 13, 2017, subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, and (6) one representative designated by Pivotal bioVenture Partners LLC (“Pivotal”), who is reasonably acceptable to the Company and who shall initially be Xxx Xxxxxxx, so long as Pivotal shall hold any shares of Preferred StockCompany, to attend all meetings of the its Board as observersof Directors in a nonvoting observer capacity and, but without any right to make any motion or to vote (the “Observers”)in this respect, and in connection therewith, the Company shall give the Observers such representative copies of all notices, minutes, written consents consents, and other materials that it provides to its directors. If Xxxxxxxx Partners, L.P. or Xxxxxxxx Foreign Partners, L.P. (collectively, "Xxxxxxxx") or a representative of Xxxxxxxx is not a member of the Company's Board of Directors for whatever reason, the Company shall invite, at Xxxxxxxx'x, expense, a representative of Xxxxxxxx, who shall be reasonably acceptable to action taken without the Company, to attend all meetings of its Board of Directors in a meeting nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materialsmaterials that it provides to its directors. If EnerTech Capital Partners, financial L.P. or otherwisea representative of EnerTech Capital Partners, which L.P. is not a member of the Company's Board of Directors for whatever reason, the Company shall invite, at EnerTech Capital Partners, L.P.'s expense, a representative of EnerTech Capital Partners, L.P., who shall be reasonably acceptable to the Company, to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to the Board; providedits directors. Provided, however, that any such representative invited pursuant to this Section 1.1(p) shall agree to hold in confidence and trust all information provided pursuant to this Section 1.1(p); and provided further, that the observation rights (including Company reserves the right to receive notices, minutes, consents withhold any information and other materials) provided hereby shall be temporarily suspended, and to exclude such representative from any one or more Observers shall be excluded from access to any material or meeting or portion thereof, thereof if (i) the Company believes, upon the advice of counsel, that access to such exclusion is necessary information or appropriate to preserve attendance at such meeting could adversely affect the attorney-client privilege or to protect confidential or proprietary information of between the Company or a third party; or (ii) with respect to Xxxxxxxx, there exists, with respect to any meeting of the Board or any portion thereof or any deliberation by the Board or consent or material being furnished to the Board, an actual or potential conflict of interest between Xxxxxxxx and the Company. The rights of observation provided hereby shall not extend to any meeting of any committee of the Board; provided, however, that the Company will furnish to the Observer copies of minutes of committee meetings and actions taken by each committee by written consent, subject to the foregoing limitsits counsel.