Common use of Observer Clause in Contracts

Observer. For so long as ▇▇▇▇▇ Bio Ventures Limited Partnership (“▇▇▇▇▇”), together with its Affiliates, continue to own beneficially at least 100,000 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Preferred Stock), ▇▇▇▇▇ shall be entitled to designate one (1) observer to the Board of Directors (the “Observer”), who shall be entitled to attend any meeting of the Board of Directors, but shall not be entitled to vote in such meetings; provided, however, that such appointment of the Observer is conditional upon the Observer entering into a confidentiality agreement with the Company in a form acceptable to Company. The rights of the Observer shall be subject to the following: (a) The Company shall give the Observer the same prior notice given to the members of the Board of Directors regarding any proposed meeting of the Board of Directors or of any committee of the Board of Directors, such notice in all cases to include true and complete copies of all documents furnished to any member of the Board of Directors in connection with such meeting. The Observer will be entitled to be present in person as an observer at any such meeting or, if a meeting is held by telephone conference, to participate therein for the purpose of listening thereto. (b) The Company will deliver to each Observer copies of all papers which may be distributed from time to time to the Directors at such time as such papers are so distributed to them, including copies of any written consent. (c) The Observer will treat and maintain such information in strict confidence, and will not disclose such information without the prior written consent of the Company. (d) If the Board of Directors determines, in good faith, that the attendance of the person appointed as the Observer in a specific meeting (or part of the specific meeting) (i) constitutes a conflict of interests between such person (or his designator) and the Company, (ii) would adversely impact the attorney/client privilege, or (iii) would result in disclosure of trade secrets, or if such person is affiliated with a direct competitor of the Company, then the Board may exclude such person from attending such specific meeting (or relevant part thereof), accordingly, any related materials may as well be withheld from the such person, provided that all Board observers are afforded equivalent treatment.

Observer. For so long as If at any time a Designated Director is not a member of the Board, then holders of a majority of the Underlying Common Stock shall appoint a representative (the "Observer") (the initial Observer shall be ▇▇▇▇▇▇▇▇▇ Bio Ventures Limited Partnership (“▇▇▇▇▇”▇▇), together with its Affiliates, continue to own beneficially at least 100,000 shares . Holders of a majority of the Underlying Common Stock may remove any such representative or appoint a new representative if a vacancy in such position occurs for any reason by delivery of a written notice to the Secretary of the Company (including shares and any such representative shall automatically be removed at such time as a Designated Director becomes a member of Common Stock issued the Board. The Company or issuable upon conversion the applicable members of Preferred Stock), ▇▇▇▇▇ shall be entitled to designate one (1) observer to the Board will give the Observer oral or written notice of Directors (the “Observer”), who shall be entitled to attend any each meeting of the Board of Directors, but shall not be entitled (whether annual or special) at the same time and in the same manner as oral or written notice is given to vote in such meetings; provided, however, that such appointment the applicable members of the Observer is conditional upon Board (which notice may be waived by the Observer). Notwithstanding the foregoing, if the Observer entering into attends (or, in the case of a confidentiality agreement with telephonic meeting, listens by telephone to) any such meeting of the Company in a form acceptable to Company. The rights of Board, then the Observer shall be subject deemed to have had proper notice of such meeting. The Company will permit the following: Observer to attend (aor, in the case of a telephonic meeting, to listen by telephone to) each meeting of the Board as a non-voting observer. The Company shall give provide the Observer the same prior notice all written materials and other information (including copies of meeting minutes) given to the members of the Board in connection with any such meeting at the same time as such information is delivered to the members of Directors regarding any proposed the Board and, if the Observer does not attend (or, in the case of a telephonic meeting, does not listen by telephone to) a meeting of the Board of Directors or of any committee of Board, the Board of Directors, such notice in all cases to include true and complete copies of all documents furnished to any member of the Board of Directors in connection with such meeting. The Observer will be entitled to be present in person as an observer at any such meeting orentitled, if a meeting is held by telephone conferenceupon request, to participate therein for receive a written or oral summary of the purpose of listening thereto. (b) The Company will deliver to each Observer copies of all papers which may be distributed meeting from time to time to the Directors at such time as such papers are so distributed to them, including copies of any written consent. (c) The Observer will treat and maintain such information in strict confidence, and will not disclose such information without the prior written consent Secretary of the Company. (d) . If the Board Company takes any action by written consent in lieu of Directors determines, in good faith, that the attendance a meeting of the person appointed as Board, then the Observer in a specific meeting (or part Company shall give prompt written notice of such action to the specific meeting) (i) constitutes a conflict Observer. The provisions of interests between such person (or his designator) and the Company, this subparagraph (ii) would adversely impact the attorney/client privilege, shall remain in effect only so long as any Convertible Notes or (iii) would result in disclosure of trade secrets, or if such person is affiliated with a direct competitor of the Company, then the Board may exclude such person from attending such specific meeting (or relevant part thereof), accordingly, any related materials may as well be withheld from the such person, provided that all Board observers are afforded equivalent treatmentUnderlying Common Stock remains outstanding.

Observer. For so long as ▇▇▇▇▇ Bio Ventures Limited Partnership (“▇▇▇▇▇”), together with its Affiliates, continue to own beneficially the Designating Stockholders collectively Beneficially Own at least 100,000 shares of Common Stock 5% of the Company (including shares of Common Stock issued or issuable upon conversion of Preferred Stock)Total Outstanding Securities, ▇▇▇▇▇ shall be entitled the Designating Stockholder Representative may, in its sole discretion, elect to designate one (1) non-voting observer to attend meetings of the Board. For the avoidance of doubt, any non-voting observer designated by the Designating Stockholder Representatives shall not constitute a Director of the Company. Except to the extent that the Board determines in its reasonable discretion and based on the advice of counsel (which may include in-house counsel) that the receipt of such materials would prevent the Company from asserting attorney-client privilege, in which case, the Board may restrict such non-voting observer’s access from only the portion of the materials or consent discussing such matter, such non-voting observer shall receive at the same time and in the same manner as the Directors copies of all materials (including copies of all resolutions, consents and meeting minutes) given to Directors in connection with any meetings of the “Observer”)Board and if the Board proposes to act by consent in lieu of a meeting, who the Company shall provide such non-voting observer at the same time and in the same manner with copies of the form of consent and all materials given to any Director in connection with such action. Notwithstanding the foregoing, the non-voting observer shall have the right to: (A) be entitled notified of (on the same terms as a Director) and the right to be present for all meetings of the Board and each committee thereof; provided that the non-voting observer may be required by the Board to temporarily leave the applicable portion of a meeting of the Board (or applicable committee) if the Board determines in its reasonable discretion after consultation and based on the advice of counsel (which may include in-house counsel) that the presence of the non-voting observer in any applicable portion of such meeting would prevent the Company from asserting attorney-client privilege with respect to such matter under consideration, would violate the terms and conditions of confidentiality agreements with third parties, or applicable law, or if meeting discussion relates to a subject in which the non-voting observer or the Designating Stockholder Representative has an interest, in which case, the Board may restrict such non-voting observer’s presence only from the portion of the Board meeting discussing such matter; and (B) to be provided copies of all written materials provided to the Directors and members of each committee of the Board and any and all resolutions relating to actions taken by the Board (and each committee thereof) by written consent; provided that to the extent the Board determines in its reasonable discretion and based on the advice of counsel (which may include in-house counsel) that receipt of any such written materials or written consent (or portion thereof) relates to a subject in which the non-voting observer or the Designating Stockholder Representative has an interest or would violate the terms and conditions of confidentiality agreements with third parties, or applicable law, in which case, the Board may restrict such non-voting observer’s access from the portion of the written materials or written consent discussing such matter. Notwithstanding the foregoing and anything in this paragraph to the contrary, non-voting observers shall not be permitted to attend any discussions of independent directors held in executive session, unless the then-presiding independent director determines otherwise. In the event that the non-voting observer is excluded from any portion of any meeting of the Board (or any committee thereof) or is precluded from receipt of Directors, but shall not be entitled to vote in such meetings; provided, however, that such appointment of the Observer is conditional upon the Observer entering into a confidentiality agreement with the Company in a form acceptable to Company. The rights of the Observer shall be subject to the following: (a) The Company shall give the Observer the same prior notice given to the members any materials or written consents of the Board of Directors regarding (or any proposed meeting of committee thereof) for any reason, the Board shall deliver a written notice of Directors such exclusion or of any committee of the Board of Directors, such notice in all cases to include true and complete copies of all documents furnished to any member of the Board of Directors in connection with such meeting. The Observer will be entitled to be present in person as an observer at any such meeting or, if a meeting is held by telephone conference, to participate therein for the purpose of listening thereto. (b) The Company will deliver to each Observer copies of all papers which may be distributed from time to time withholding to the Directors at Designating Stockholders, which notice shall describe in reasonable detail the basis for such time as each such papers are so distributed to them, including copies of any written consentexclusion or withholding. (c) The Observer will treat and maintain such information in strict confidence, and will not disclose such information without the prior written consent of the Company. (d) If the Board of Directors determines, in good faith, that the attendance of the person appointed as the Observer in a specific meeting (or part of the specific meeting) (i) constitutes a conflict of interests between such person (or his designator) and the Company, (ii) would adversely impact the attorney/client privilege, or (iii) would result in disclosure of trade secrets, or if such person is affiliated with a direct competitor of the Company, then the Board may exclude such person from attending such specific meeting (or relevant part thereof), accordingly, any related materials may as well be withheld from the such person, provided that all Board observers are afforded equivalent treatment.

Observer. For so long as ▇▇▇▇▇ Bio Ventures Limited Partnership an Investor and its Affiliates together in aggregate hold two percent (“▇▇▇▇▇”), together with its Affiliates, continue to own beneficially at least 100,000 shares 2%) or more of Common Stock the Equity Securities of the Company (including shares of Common Stock issued or issuable upon conversion of Preferred Stock), ▇▇▇▇▇ shall be calculated on a fully-diluted basis) but is not entitled to designate one appoint a director pursuant to Section 5.2(b) above, then such Investor shall have the following rights: (1a) a representative selected by such Investor (the “Representative”) shall have the right to attend all meetings of the Board and any committees and subcommittees thereof (including telephonic Board and committee and subcommittee meetings) in a non-voting observer capacity; (b) the Representative may participate in discussions of matters brought to the Board and any committees and subcommittees thereof if approved or when inquired by the chairman; and (c) the Company will provide the Representative, concurrently with the provision of Directors (materials to members of the Board and any committee and subcommittee members, with copies of all minutes, consents, and other materials that it provides to directors and committee and subcommittee members, except for minutes and materials of meetings, portions of meetings, or confidential “Observer”), who shall be closed sessions” which the Representative is not entitled to attend any meeting under the circumstances described in, and in accordance with, the paragraph immediately below. The Representative will also be provided with prior notice of the all Board of Directors, but shall not be and committee and subcommittee meetings which he/she is entitled to vote attend in such meetings; provided, however, that such appointment of the Observer is conditional upon the Observer entering into a confidentiality agreement with the Company in a form acceptable to Company. The rights of the Observer shall be subject to the following: (a) The Company shall give the Observer the same prior notice given to manner and at the same time as the members of the Board and committee and subcommittee members. The Representative’s absence and/or presence does not affect and/or establish a quorum at the Board and committee and subcommittee meetings. The Representative may only be removed its capacity as a Representative by the appointing Investor by delivering a notice of Directors regarding any proposed removal to the Company. Notwithstanding anything contained in the preceding paragraph to the contrary, (i) if the Board reasonably determines that exclusion of the Representative or omission of information to be provided to the Representative under this Agreement is necessary to preserve the attorney-client privilege (based on the advice of counsel to the Company), to protect highly confidential proprietary information, or for other similar reasons, then the Company will have the right to exclude the Representative from a Board , committee or subcommittee meeting and/or a confidential “closed sessions” of the Board, committees or subcommittees or portions of meetings of the Board or the committees and subcommittees thereof in which such information is discussed, as applicable, or omit to provide the Representative with such information, in each case only to the extent reasonably deemed necessary by the Board for the reasons outlined above and (ii) if the Board, on advice of Directors counsel, determines in good faith that there is a potential conflict of interest between the Investor or its Affiliates and the Company with respect to the subject matter of any meeting or portion of a meeting or information that is to otherwise be provided to the Representative pursuant to this Agreement, then the Company will have the right, in its sole discretion, to exclude the Representative from a Board, committee or subcommittee meeting and/or a confidential “closed sessions” of the Board, committees or subcommittees or portions of meetings of the Board or the committees and subcommittees thereof in which such subject matter is discussed or omit to provide the Representative with such information; provided, that, the Representative will be provided prior notice of Directors, such notice in all cases to include true and complete copies of all documents furnished to any member exclusion from the meeting or portion of the Board of Directors in connection with such meeting. The Observer will be entitled to be present in person as an observer at any such meeting or, if a meeting is held by telephone conference, to participate therein for the purpose of listening thereto. (b) The Company will deliver to each Observer copies of all papers which may be distributed from time to time to the Directors at such time as such papers are so distributed to them, including copies of any written consent. (c) The Observer will treat and maintain such information in strict confidence, and will not disclose such information without the prior written consent of the Company. (d) If the Board of Directors determines, in good faith, that the attendance of the person appointed as the Observer in a specific meeting (or part of the specific meeting) (i) constitutes a conflict of interests between such person (or his designator) and the Company, (ii) would adversely impact the attorney/client privilege, or (iii) would result in disclosure of trade secrets, or if such person is affiliated with a direct competitor of the Company, then the Board may exclude such person from attending such specific meeting (or relevant part thereof), accordingly, any related materials may as well be withheld from the such person, provided that all Board observers are afforded equivalent treatment.

Observer. For so long as ▇▇▇▇▇ Bio Ventures Limited Partnership (“▇▇▇▇▇”)a) The Lender shall, together with at its Affiliatesown expense, continue be entitled (but not required) to own beneficially at least 100,000 shares of Common Stock send one person from time to time to attend and speak at, but not vote at, any meetings of the Company (including shares board of Common Stock issued directors of each member of the Borrower’s Group or issuable upon conversion any committees of Preferred Stock), ▇▇▇▇▇ shall be entitled to designate one (1) observer to the Board of Directors such boards (the “Observer”), who shall be entitled to attend . (b) In respect of any meeting of the Board board of Directorsdirectors of any member of the Borrower’s Group or any committee thereof, but the Observer shall declare to the other members of the meeting any conflict of interest it or any member of the Lender’s Group has in any of the matters being considered by such meeting or where the board of directors considers, by unanimous decision, there to be any such conflict of interest, it shall declare this to the Observer. (c) If, following the declaration by the Observer or the board of directors of a conflict of interest in accordance with Clause 14.4(b) above, the relevant board of directors or committee thereof resolves that it is not willing to authorise such conflict of interest, the Observer shall not be entitled to vote participate in matters in respect of such meetings; providedconflict (and shall only be entitled to receive minutes of such meetings and copies of related documents, however, records and books that are redacted in respect of such appointment matters in which they and/or any member of the Lender’s Group are conflicted). (d) Within two Business Days of any meeting of the board of directors of any member of the Borrower’s Group or any committee thereof in respect of which the Observer is conditional upon the Observer entering into a confidentiality agreement not entitled to participate in accordance with the Company in a form acceptable to Company. The rights Clause 14.4(c) above, such member of the Borrower’s Group shall provide the Lender with a detailed written notice confirming why there is a conflict of interest and why such conflict cannot be authorised. (e) For the purposes of this Clause 14.4, an Observer shall be deemed to have a conflict of interest in respect of any matter if the Observer would be deemed under the articles of association of the relevant member of the Borrower’s Group to be conflicted in respect of that matter as if they were a director of that member of the Borrower’s Group. (f) The Lender shall notify the Borrower of the person that constitutes the Observer (if any) and the Lender shall be entitled to change the person that is the Observer provided that the Borrower is notified of such change in Observer and at all times there shall be no more than one Observer. (g) The Borrower shall and shall procure that each member of the Borrower’s Group shall provide the Observer with all notices of meeting, meeting agendas, minutes of meeting, draft (and final) resolutions, draft (and final) accounts, board papers and any and all other information provided to the board of directors (and any committees thereof) of such member of the Borrower’s Group, at the same time and in the same form as provided to the board of directors (or committee thereof) of such member of the Borrower’s Group (subject to the following:Clause 14.4(h) and any redaction required in accordance with Clause 14.4(c)). (ah) The Company Observer shall give the Observer the same prior notice given to the members not disclose any confidential information in respect of the Board of Directors regarding any proposed meeting of the Board of Directors or of any committee of the Board of Directors, such notice in all cases to include true and complete copies of all documents furnished Borrower’s Group to any member of the Board of Directors in connection with such meeting. The Observer will be entitled to be present in person as an observer at any such meeting or, if a meeting is held by telephone conference, to participate therein for the purpose of listening thereto. (b) The Company will deliver to each Observer copies of all papers which may be distributed from time to time Lender’s Group to the Directors at such time as such papers are so distributed to them, including copies of any written consent. extent that the Observer considers (c) The Observer will treat acting reasonably and maintain such information in strict confidence, and will not disclose such information without the prior written consent of the Company. (d) If the Board of Directors determines, in good faith, ) that sharing such information would constitute a breach of a common law fiduciary duty of confidence that would be owed by the attendance Observer to the Borrower (or member of the person appointed as Borrower’s Group) were the Observer in a specific meeting (or part director of the specific meeting) (i) constitutes a conflict of interests between such person (or his designator) and the Company, (ii) would adversely impact the attorney/client privilege, or (iii) would result in disclosure of trade secrets, or if such person is affiliated with a direct competitor relevant member of the Company, then the Board may exclude such person from attending such specific meeting (or relevant part thereof), accordingly, any related materials may as well be withheld from the such person, provided that all Board observers are afforded equivalent treatmentBorrower’s Group.

Observer. For so long (a) Each Investor who has the right to nominate a Director in accordance with Clause 2.1 and Falconedge, shall have the right to appoint 1 (one) representative as ▇▇▇▇▇ Bio Ventures Limited Partnership (“▇▇▇▇▇”), together with its Affiliates, continue to own beneficially at least 100,000 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Preferred Stock), ▇▇▇▇▇ shall be entitled to designate one (1) an observer to the Board of Directors (the “Observer”), who so long as such Investor has not nominated a Director under Clause 2.1 above; Provided However That, SoftBank shall be entitled have the right to appoint 1 (one) Observer, in addition to nominating the SoftBank Director under Clause 2.1 (i), so long as SoftBank holds at least the Minimum Shares. (b) Each Observer shall have the right to attend any each meeting of the Board or the board of Directorsdirectors of a Subsidiary and each committee thereof (whether in person, but telephonic or otherwise), in a non-voting, observer capacity. The Company shall not be entitled provide notice of such meeting to vote the Investors and the Observers, in the same manner (together with a copy of all materials) as provided to the Directors or any other members on the board of directors of a Subsidiary, or committee, as applicable, in connection with such meetings; providedmeeting, howeverto enable an Observer to attend such meeting. (c) The Company may, that such appointment in its sole discretion, invite one or more additional representatives of the Observer is conditional upon Investors to attend meetings of the Observer entering into a confidentiality agreement Board as additional Observers; provided that the terms set forth in this Agreement shall apply to the attendance of any such additional Observers. (d) The Company shall, concurrently, with the delivery by the Company in or a form acceptable Subsidiary, of any other materials to Company. The rights the Directors or any members on the board of the directors of a Subsidiary, or committee, deliver such materials to each Observer. (e) No Observer shall be subject recorded or represented to the following: (a) The Company shall give the Observer the same prior notice given to the members be a member of the Board or to have voted at any Board meetings or on any Board resolution nor shall any such Observer be counted towards the quorum for any Board meeting or proceeding. All minutes and other records of Directors regarding any proposed meeting proceedings of the Board shall clearly distinguish between the differing capacities of Directors attendees or of any committee of the Board of participants (whether Directors, such notice Observers or otherwise) and, in all cases to include the case of individual participants, between attendance at the meeting and voting on any resolutions or other proceedings. Without limiting any other rights provided elsewhere in the Financing Terms, the Company shall, promptly on request, provide each Investor with true and complete copies of all documents furnished meeting notices, agendas, materials, attendance records, minutes, and other records relating to any member of Board meetings or proceedings and to make any revisions to minutes or other records requested by such Investor to clarify the Board of Directors in connection with such meeting. The Observer’s role. (f) Any Observer will appointed under Clause 2.2 shall be entitled deemed to be present in person acting as an observer at and not as an agent, proxy holder or legal representative of Investor appointing such Observer. In the absence of a separate express written instrument duly executed by an authorized representative of the respective Investor, no Observer shall have, and nothing in this Agreement or in any such meeting orother Transaction Document shall be deemed to confer upon any Observer, if a meeting is held by telephone conference, any power or authority to participate therein for do any of the purpose of listening thereto. (b) The Company will deliver to each Observer copies of all papers which may be distributed from time to time to following in the Directors at such time as such papers are so distributed to them, including copies name or on behalf of any written consent.Investor, whether as a Shareholder or otherwise: (c) The Observer will treat and maintain such information in strict confidence, and will not disclose such information without the prior written consent of the Company. (d) If the Board of Directors determines, in good faith, that the attendance of the person appointed as the Observer in a specific meeting (or part of the specific meeting) (i) constitutes a conflict of interests between such person (to make, enter or his designator) and the Company, bind any Investor to any contract or undertaking; (ii) would adversely impact the attorney/client privilegeto accept notices, communications, or service of legal process; (iii) would result to compromise or settle any claim or dispute; (iv) to grant or withhold any consent or approval; (v) to modify or waive, in disclosure whole or in part, the benefit of trade secretsany right, privilege or preference; (vi) to vote, to abstain from voting, or if such to grant a proxy to any person is affiliated with a direct competitor of to vote at any meeting or otherwise; or (vii) to exercise or waive any right, preference or privilege of, or inuring to the Company, then the Board may exclude such person from attending such specific meeting (or relevant part thereof), accordinglybenefit of, any related materials may as well be withheld from the such person, provided that all Board observers are afforded equivalent treatmentInvestor.

Observer. For (a) If ValueAct SmallCap Master Fund, L.P. (“VAC”) no longer has the right to elect one director pursuant to the Shareholders Agreement, then, so long as ▇▇▇▇▇ Bio Ventures Limited Partnership (“▇▇▇▇▇”), together with its Affiliates, continue to own beneficially VAC owns at least 100,000 shares of Common Stock $5,500,000 of the Company (including principal amount of the Senior Secured Notes or at least 800,582 shares of Common Stock issued or issuable upon conversion exercise of Preferred Stockthe Warrants (as adjusted pursuant to the terms and conditions set forth therein), ▇▇▇▇▇ then VAC shall be entitled granted the right to designate appoint, and the Company will permit, one (1) observer to the Board of Directors representative appointed by VAC (the “Observer”), who shall be entitled ) to attend any meeting all meetings of the Board and all committees thereof (whether in person, telephonic or other) in a non-voting, observer capacity and shall provide to the Observer, concurrently with the members of Directorsthe Board, but shall not be entitled and in the same manner, notice of such meeting and a copy of all materials provided to vote such members. VAC may transfer its rights to appoint the Observer to one transferee of the Warrants or Warrant Shares in such meetings; connection with a Transfer permitted by the terms of this Agreement, provided, however, that such appointment Transfer to such transferee shall include at least $5,500,000 in principal amount of the Observer is conditional Senior Secured Notes or 800,582 shares of Common Stock (as adjusted pursuant to the terms and conditions set forth therein) issued or issuable upon exercise of the Warrants. Notwithstanding anything contained herein to the contrary, the Company may withhold portions of information from the Observer entering into and exclude the Observer from portions of any meeting if, upon advice of the Company’s legal counsel, access to such information or attendance at a confidentiality agreement with portion of a meeting by the Observer would adversely affect the attorney-client privilege between the Company in a form acceptable to Company. The rights of the Observer shall be subject to the following: (a) The Company shall give the Observer the same prior notice given to the members of the Board of Directors regarding any proposed meeting of the Board of Directors or of any committee of the Board of Directors, such notice in all cases to include true and complete copies of all documents furnished to any member of the Board of Directors in connection with such meetingits legal counsel. The Observer will be entitled shall execute a customary confidentiality agreement reasonably acceptable to be present in person as an observer at any such meeting or, if a meeting is held by telephone conference, to participate therein for the purpose of listening theretoCompany. (b) The Company acknowledges that the Investor will deliver to each Observer copies of all papers which may be distributed likely have, from time to time time, information that may be of interest to the Directors at Company (“Information”) regarding a wide variety of matters including, by way of example only, (i) current and future investments VAC has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services, including, without limitation, technologies, products and services that may be competitive with the Company’s, and (ii) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such time Information may be of interest to the Company. Such Information may or may not be known by the Observer. The Company, as such papers are so distributed a material part of the consideration for this Agreement, agrees that VAC and its Observer shall have no duty to themdisclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, including copies or to otherwise take advantage of any written consent. (c) The Observer will treat and maintain opportunity that may be of interest to the Company if it were aware of such information in strict confidenceInformation, and will not hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit VAC’s ability to pursue opportunities based on such Information or that would require VAC or Observer to disclose any such information without Information to the prior written consent of Company or offer any opportunity relating thereto to the Company. (d) If the Board of Directors determines, in good faith, that the attendance of the person appointed as the Observer in a specific meeting (or part of the specific meeting) (i) constitutes a conflict of interests between such person (or his designator) and the Company, (ii) would adversely impact the attorney/client privilege, or (iii) would result in disclosure of trade secrets, or if such person is affiliated with a direct competitor of the Company, then the Board may exclude such person from attending such specific meeting (or relevant part thereof), accordingly, any related materials may as well be withheld from the such person, provided that all Board observers are afforded equivalent treatment.

Observer. For In respect of each of CENOVA and Freesia, for so long as ▇▇▇▇▇ Bio Ventures Limited Partnership it directly or indirectly holds any Shares (and/or options or warrants therefor) of the Company, it shall be entitled to appoint at any time or from time to time one (1) representative to attend all meetings of the Board, in a non-voting observer capacity (in each case, the “▇▇▇▇▇CENOVA Observer” and the “Freesia Observer”) and, in this respect, the Company shall give the CENOVA Observer and the Freesia Observer copies of all notices, minutes, consents, and other materials that it provides to its Directors at the same time and in the same manner as provided to such Directors, provided that, CENOVA shall procure the CENOVA Observer to, and Freesia shall procure the Freesia Observer to, keep all information obtained in such observation process strictly confidential, and not to use such information for any purpose other than reporting to CENOVA or Freesia (as the case may be) as applicable. Subject to Section 6.1(f), together with in respect of Ali, for so long as it and its AffiliatesAffiliate(s) directly or indirectly, continue to own beneficially at least 100,000 shares taken as a whole, collectively hold no less than 5.5% of Common Stock the then total issued and outstanding Shares of the Company (including shares on an as-converted and fully-diluted basis) at the Closing and continue to hold at least 50% of Common Stock issued or issuable upon conversion the Shares held by it as of Preferred Stock)the date of Closing, ▇▇▇▇▇ and Ali chooses not to appoint a director to the Board, it shall be entitled to designate appoint at any time or from time to time one (1) representative to attend all meetings of the Board, in a non-voting observer to the Board of Directors capacity (the “Ali Observer”)) and, who shall be entitled to attend any meeting of in this respect, the Board of Directors, but shall not be entitled to vote in such meetings; provided, however, that such appointment of the Observer is conditional upon the Observer entering into a confidentiality agreement with the Company in a form acceptable to Company. The rights of the Observer shall be subject to the following: (a) The Company shall give the Observer the same prior notice given to the members of the Board of Directors regarding any proposed meeting of the Board of Directors or of any committee of the Board of Directors, such notice in all cases to include true and complete copies of all documents furnished to any member of the Board of Directors in connection with such meeting. The Observer will be entitled to be present in person as an observer at any such meeting or, if a meeting is held by telephone conference, to participate therein for the purpose of listening thereto. (b) The Company will deliver to each Ali Observer copies of all papers which may be distributed from notices, minutes, consents, and other materials that it provides to its Directors at the same time and in the same manner as provided to time such Directors, and before any Board meeting is held, the Ordinary Director shall carry out full communications with the Ali Observer and provide adequate feedback with respect to any enquiry or reasonable suggestion raised by the Ali Observer before the Ordinary Director submits the proposal of the same subject matter(s) to the Directors at Board meeting for approval, provided that, Ali shall procure the Ali Observer to, keep all information obtained in such time as such papers are so distributed observation process strictly confidential, and not to them, including copies of any written consent. (c) The Observer will treat and maintain use such information in strict confidence, and will not disclose such information without the prior written consent of the Company. for any purpose other than reporting to Ali (d) If the Board of Directors determines, in good faith, that the attendance of the person appointed as the Observer in a specific meeting (or part of the specific meetingcase may be) (i) constitutes a conflict of interests between such person (or his designator) and the Company, (ii) would adversely impact the attorney/client privilege, or (iii) would result in disclosure of trade secrets, or if such person is affiliated with a direct competitor of the Company, then the Board may exclude such person from attending such specific meeting (or relevant part thereof), accordingly, any related materials may as well be withheld from the such person, provided that all Board observers are afforded equivalent treatmentapplicable.

Observer. For so long as ▇▇▇▇▇ Bio Ventures Limited Partnership (“▇▇▇▇▇”), together with its Affiliates, continue to own beneficially the Designating Stockholders and their Affiliates collectively Beneficially Own at least 100,000 shares of Common Stock 5% of the Company (including shares of Common Stock issued or issuable upon conversion of Preferred Stock)Total Outstanding Securities, ▇▇▇▇▇ shall be entitled the Designating Stockholder Representative may, in its sole discretion, elect to designate one (1) non-voting observer to attend meetings of the Board. For the avoidance of doubt, any non-voting observer designated by the Designating Stockholder Representatives shall not constitute a Director of the Company. Except to the extent that the Board determines in its reasonable discretion and based on the advice of counsel (which may include in-house counsel) that the receipt of such materials would prevent the Company from asserting attorney-client privilege, in which case, the Board may restrict such non-voting observer’s access from only the portion of the materials or consent discussing such matter, such non-voting observer shall receive at the same time and in the same manner as the Directors copies of all materials (including copies of all resolutions, consents and meeting minutes) given to Directors in connection with any meetings of the “Observer”)Board and if the Board proposes to act by consent in lieu of a meeting, who the Company shall provide such non-voting observer at the same time and in the same manner with copies of the form of consent and all materials given to any Director in connection with such action. Notwithstanding the foregoing, the non-voting observer shall have the right to: (A) be entitled notified of (on the same terms as a Director) and the right to be present for all meetings of the Board and each committee thereof; provided that the non-voting observer may be required by the Board to temporarily leave the applicable portion of a meeting of the Board (or applicable committee) if the Board determines in its reasonable discretion after consultation and based on the advice of counsel (which may include in-house counsel) that the presence of the non-voting observer in any applicable portion of such meeting would prevent the Company from asserting attorney-client privilege with respect to such matter under consideration, would violate the terms and conditions of confidentiality agreements with third parties, or applicable law, or if meeting discussion relates to a subject in which the non-voting observer or the Designating Stockholder Representative has an interest, in which case, the Board may restrict such non-voting observer’s presence only from the portion of the Board meeting discussing such matter; and (B) to be provided copies of all written materials provided to the Directors and members of each committee of the Board and any and all resolutions relating to actions taken by the Board (and each committee thereof) by written consent; provided that to the extent the Board determines in its reasonable discretion and based on the advice of counsel (which may include in-house counsel) that receipt of any such written materials or written consent (or portion thereof) relates to a subject in which the non-voting observer or the Designating Stockholder Representative has an interest or would violate the terms and conditions of confidentiality agreements with third parties, or applicable law, in which case, the Board may restrict such non-voting observer’s access from the portion of the written materials or written consent discussing such matter. Notwithstanding the foregoing and anything in this paragraph to the contrary, non-voting observers shall not be permitted to attend any discussions of independent directors held in executive session, unless the then-presiding independent director determines otherwise. In the event that the non-voting observer is excluded from any portion of any meeting of the Board (or any committee thereof) or is precluded from receipt of Directors, but shall not be entitled to vote in such meetings; provided, however, that such appointment of the Observer is conditional upon the Observer entering into a confidentiality agreement with the Company in a form acceptable to Company. The rights of the Observer shall be subject to the following: (a) The Company shall give the Observer the same prior notice given to the members any materials or written consents of the Board of Directors regarding (or any proposed meeting of committee thereof) for any reason, the Board shall deliver a written notice of Directors such exclusion or of any committee of the Board of Directors, such notice in all cases to include true and complete copies of all documents furnished to any member of the Board of Directors in connection with such meeting. The Observer will be entitled to be present in person as an observer at any such meeting or, if a meeting is held by telephone conference, to participate therein for the purpose of listening thereto. (b) The Company will deliver to each Observer copies of all papers which may be distributed from time to time withholding to the Directors at Designating Stockholders, which notice shall describe in reasonable detail the basis for such time as each such papers are so distributed to them, including copies of any written consentexclusion or withholding. (c) The Observer will treat and maintain such information in strict confidence, and will not disclose such information without the prior written consent of the Company. (d) If the Board of Directors determines, in good faith, that the attendance of the person appointed as the Observer in a specific meeting (or part of the specific meeting) (i) constitutes a conflict of interests between such person (or his designator) and the Company, (ii) would adversely impact the attorney/client privilege, or (iii) would result in disclosure of trade secrets, or if such person is affiliated with a direct competitor of the Company, then the Board may exclude such person from attending such specific meeting (or relevant part thereof), accordingly, any related materials may as well be withheld from the such person, provided that all Board observers are afforded equivalent treatment.

Observer. For so long (1) Following the removal of VineBrook Homes OP GP, LLC (the “Incumbent GP”) as ▇▇▇▇▇ Bio Ventures Limited the General Partner by the Partnership Board and until the earlier of (“▇▇▇▇▇”), together with i) the Incumbent GP or its Affiliates, continue to own beneficially at least 100,000 shares of Affiliates no longer owning Class C Common Stock of Units and (ii) the Company (including shares of Common Stock issued or issuable upon conversion of Preferred Stock)the Partnership exercising their Call Right as set forth in the Side Letter, ▇▇▇▇▇ at which point the Observer’s rights as set forth in this Section 7.13(h) immediately terminate, the Incumbent GP shall be entitled have the right to designate one individual to attend meetings of the Partnership Board and any committee thereof as a non-voting observer (1) observer to the Board of Directors (the an “Observer”) subject to the provisions set forth in this Section 7.13(h). The rights of the Incumbent GP pursuant to this Section 7.13(h) are personal to the Incumbent GP, who and may not be transferred to any other Person. The Incumbent GP must provide written notice to the Partnership Board of its Observer. An Observer shall not be a Partnership Director and shall not be considered for purposes of quorum, voting, consent or other actions of the Partnership Board, notwithstanding anything to the contrary in this Agreement. (2) The Observer shall be entitled to attend any meeting meetings of the Partnership Board of Directorsand any committee thereof (in each case, but shall not be entitled including any executive sessions) as a non-voting observer and to vote in such meetings; provided, however, that such appointment of the Observer is conditional upon the Observer entering into a confidentiality agreement with the Company in a form acceptable to Company. The rights of the Observer shall be subject to the following: (a) The Company shall give the Observer receive at the same prior notice given to time and in the members of the Board of Directors regarding any proposed meeting of the Board of Directors or of any committee of the Board of Directors, such notice in all cases to include true and complete same manner copies of all documents furnished written materials (including copies of meeting minutes, presentation materials, notices, reports, forms of action by written consent in lieu of a meeting and any annexes thereto, etc.) given to any member of the Board of Partnership Directors in connection with such meetingmeetings (and if the Partnership Board or any committee thereof proposes to act by written consent, the Partnership Board shall provide the Observer at the same time and in the same manner with copies of all notices and written materials given to Partnership Directors in connection with such action). The Observer’s access to any information or meeting or portion thereof shall be subject in all instances to (A) any determination of the Partnership Board to exclude the Observer’s access in accordance with Section 7.13(h)(3) and (B) the Observer executing a confidentiality agreement. The Observer will shall be entitled to be present receive notice of meetings of the Partnership Board (or any committee thereof) in person as an observer at the same manner upon which notice of meetings are provided to members of the Partnership Board (or any such meeting or, if a meeting is held by telephone conference, to participate therein for the purpose of listening theretocommittee thereof). (b3) The Company will deliver to each Observer copies of all papers which may be distributed from time to time Notwithstanding anything to the Directors at such time as such papers are so distributed contrary set forth in Section 7.13(h)(2), the Partnership Board may exclude the Observer from access to themany information or meeting or portion thereof, including copies of any written consent. (c) The Observer will treat and maintain such information in strict confidence, and will not disclose such information without the prior written consent meeting of the Company. Partnership Board or any committee thereof (d) If in each case, including any executive sessions), if the Partnership Board of Directors determines, in its reasonable and good faithfaith discretion, that the attendance of the person appointed such exclusion (A) is required to preserve attorney-client privilege or (B) is necessary as the Observer in a specific meeting (or part result of the specific meeting) (i) constitutes a conflict of interests interest between such person (or his designator) the Partnership and the CompanyIncumbent GP who designated such Observer, (ii) would adversely impact the attorney/client privilege, or (iii) would result in disclosure of trade secrets, or if and any such person is affiliated with a direct competitor determination of the Company, then the Partnership Board may exclude such person from attending such specific meeting (or relevant part thereof), accordingly, any related materials may as well made in its reasonable and good faith discretion shall be withheld from the such person, provided that all Board observers are afforded equivalent treatmentfinal and binding.