Common use of Observer Rights Clause in Contracts

Observer Rights. (a) As long as Perceptive Credit Holdings II, LP (“Perceptive CH II”), owns not less than 500,000 shares of the Series B Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Perceptive CH II to attend all meetings of the 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 its directors at the same time and in the same form as such materials are 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 Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company.

Observer Rights. (ai) As long as Perceptive Credit Holdings IIone or more investment vehicles managed by Sands Capital Ventures, LP LLC or its affiliate (together, “Perceptive CH IISands”), owns ) collectively own not less than 500,000 750,000 shares of the Series B Preferred Stock Company’s capital stock (as adjusted for subsequent stock splits, combinations, stock dividends or an equivalent amount of Common Stock issued upon conversion thereof), other similar events) the Company shall invite a representative of Perceptive CH II Sands to attend all meetings of the 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 its directors at the same time and in the same form manner as such materials are 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 Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company.

Observer Rights. (a) As long as Perceptive Credit Holdings IIXxxxxxx-Xxxxx Squibb Company, LP Tax ID No: 00-0000000 (“Perceptive CH IIBMS”), ) owns not less than 500,000 shares of the Series B C-2 Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Perceptive CH II BMS to attend all meetings of the 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 its directors at the same time and in the same form manner as such materials are 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 Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor Competitor of the CompanyCompany to the extent such information or portion of such meeting involves competitive sensitive information.

Observer Rights. (a) As So long as Perceptive Credit Holdings II, LP (“Perceptive CH II”), Xxxxxxxx Metal owns not less than 500,000 420,229 shares of the Series B Seed Preferred Stock (as adjusted for any stock split, stock dividend, combination, or an equivalent amount of Common Stock issued upon conversion thereofother recapitalization or reclassification effected after the date hereof), the Company shall invite a representative of Perceptive CH II Xxxxxxxx Metal to attend all meetings of the 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 its directors at the same time and in the same form manner as such materials are 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 Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could could, upon the written advice of outside counsel to the Company, adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company.

Observer Rights. The Company shall invite a person designated by Xxxxxxx (a) As long as Perceptive Credit Holdings II, LP (the “Perceptive CH IIBoard Observer”), as long as Samsara owns not less than 500,000 twenty-five percent (25%) of the shares of the Series B A Preferred Stock that it originally purchased (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Perceptive CH II to attend all meetings of the 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 its directors at the same time and in the same form manner as such materials are 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 Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor Competitor of the Company.

Observer Rights. (a) As long as Perceptive Credit Holdings IITime Warner Inc., LP (“Perceptive CH II”), XXX and Scale VP each owns not less than 500,000 shares two percent (2%) of the Series B Preferred Stock (or an equivalent amount of Company’s Common Stock issued upon conversion thereof)on a fully diluted, as converted basis, and as adjusted for any stock splits, stock dividends, recapitalizations or the like, the Company shall invite a representative of Perceptive CH II Time Warner Inc., XXX and Scale VP to attend all meetings of the 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 its directors at the same time and in the same form as such materials are 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 Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interestcounsel, or if such Investor or its representative is a competitor of the Company.

Observer Rights. (a) As long as Perceptive Credit Holdings IIInvestor Group, LP and Investor Growth Capital Limited (together, “Perceptive CH IIIGC”), owns ) collectively own not less than 500,000 shares of the Series B A Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof) (as adjusted for stock splits, stock dividends, recapitalizations or the like), the Company shall invite a representative of Perceptive CH II IGC to attend all meetings of the its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors at the same time and in the same form as such materials are 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 and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets or a conflict of interest, to such representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company.

Observer Rights. (a) As long as Perceptive Credit Holdings IIBay City Capital Fund V, LP (“Perceptive CH II”), L.P. owns not less than 500,000 twenty-five percent 25% of the shares of the Series B C Preferred Stock it is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Perceptive CH II Bay City Capital Fund V, L.P. to attend all meetings of the 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 its directors at the same time and in the same form as such materials are 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 Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company.

Observer Rights. (a) As long as Perceptive Credit Holdings II, LP Xxxxx Xxxxxxxx is an employee (“Perceptive CH II”), but not a member of the Board of Directors) of the Company and owns not less greater than 500,000 one percent (1%) of the shares of the Series B Preferred Company’s Common Stock (or an equivalent amount of after giving effect to conversion into Common Stock issued upon conversion thereofof all outstanding securities), the Company shall invite a representative of Perceptive CH II Xxxxx Xxxxxxxx to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same form manner as such materials are provided to such directors; provided, however, that such representative observer 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 Company reserves the right to withhold any information and to exclude such representative observer from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Companycounsel.