Common use of Observer Clause in Contracts

Observer. Each of Peaceful Rise Management Limited, Perfect Canyon Limited, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Fund LP, Glade Brook Private Investors XVI LP, FANTASTIC AUGURY LIMITED, and ASCEND HOPE LIMITED, who is not entitled to appoint any Director to the Board pursuant to this Section 9, shall be entitled to appoint one (1) observer (the “Observer”) to attend all meetings of the Board and all subcommittees of the Board, in a nonvoting observer capacity. If CICC loses its director appointment right pursuant to Section 9.1(a) and for so long as CICC continues to hold any Preferred Shares, it shall be entitled to appoint one (1) observer. If Xiamen Investor for whatsoever reason fails to appoint a director pursuant to Section 9.1(a) and for so long as Xiamen Investor continues to hold any Preferred Shares, it shall be entitled to appoint one (1) observer. The Company shall give the Observer copies of all notices, minutes, consents, and other materials that the Company provides to the Company’s directors at the same time and in the same manner as provided to such directors; provided, however, that the Observer shall agree to hold in confidence and trust all information so provided. The Observer may be excluded from that portion of a meeting of the Board or a subcommittee thereof to the extent that (i) the Board of Directors has reasonably determined in good faith that the Observer’s presence at such meeting or portion thereof would reasonably be expected to result in the disclosure of trade secrets to a direct competitor of the Group Companies or (ii) counsel to the Company has determined that there is a reasonable likelihood that the Observer’s presence at such meeting or portion thereof would result in the loss of the Company’s attorney-client privilege; provided that to the extent practical the Observer shall be notified in writing by the Company at least forty-eight (48) hours prior to the meeting of the exclusion and grounds on which the exclusion is based and provided further that the Company shall in good faith endeavor to ensure that meetings of the Board or committees thereof are conducted in such a manner as to minimize those portions during which Observer shall be excluded, with a view to allowing the Observer to attend and observe such meetings to the maximum extent possible. The Observer shall be entitled to be reimbursed for all reasonable out-of-pocket expenses incurred in connection with attending board or committee meetings.

Observer. Each (a) For so long as RA Capital holds at least 529,474 Series A Preferred Shares (or Ordinary Shares issued upon conversion of Peaceful Rise Management Limitedthe Series A Preferred Shares) as appropriately adjusted for share splits, Perfect Canyon Limitedshare dividends, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Fund LPcombinations, Glade Brook Private Investors XVI LPrecapitalizations and similar events, FANTASTIC AUGURY LIMITED, and ASCEND HOPE LIMITED, who is not entitled to appoint any Director to the Board pursuant to this Section 9, RA Capital shall be entitled to appoint one (1) nominate a representative board observer (the “RA Capital Observer”). (b) For so long as Venrock holds at least 352,983 Series A Preferred Shares (or Ordinary Shares issued upon conversion of the Series A Preferred Shares) as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar events, Venrock shall be entitled to nominate a representative board observer (the “Venrock Observer”). (c) For so long as FIIF holds at least 352,983 Series A Preferred Shares (or the Ordinary Shares issued upon conversion of the Series A Preferred Shares) as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar events, FIIF shall be entitled to nominate a representative board observer (together with the RA Capital Observer and Venrock Observer, the “Observers”). (d) Each Observer shall be entitled to (i) attend and participate in all Board or committee meetings in a non-voting capacity and (ii) receive copies of all notices and materials provided to other members of the Board and all subcommittees of the Board, in a nonvoting observer capacity. If CICC loses its director appointment right pursuant to Section 9.1(a) and for so long as CICC continues to hold any Preferred Shares, it shall be entitled to appoint one (1) observer. If Xiamen Investor for whatsoever reason fails to appoint a director pursuant to Section 9.1(a) and for so long as Xiamen Investor continues to hold any Preferred Shares, it shall be entitled to appoint one (1) observer. The Company shall give the Observer copies of all notices, minutes, consents, and other materials that the Company provides to the Company’s directors committees at the same time and in the same manner as provided to such directorsother members of the Board; provided, however, that the Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided. The Observer may be excluded from that portion of a meeting of the Board or a subcommittee thereof to the extent that (i) the Board of Directors has reasonably determined in good faith ; provided further, that the Observer’s presence at Company reserves the right to withhold any information and to exclude such Observer from any meeting or portion thereof would reasonably be expected to result in based on the disclosure advice of trade secrets to a direct competitor of the Group Companies counsel or (ii) counsel to if the Company has determined reasonably believes that there is a reasonable likelihood that the Observer’s presence (x) access to such information or attendance at such meeting or portion thereof would could reasonably result in an adverse effect to the loss of the Company’s attorney-client privilege; provided that privilege between the Company and its counsel or (y) the Observer has a conflict of interest with respect to the extent practical the Observer shall be notified in writing by the Company at least forty-eight (48) hours prior to the meeting of the exclusion and grounds on which the exclusion is based and provided further that the Company shall in good faith endeavor to ensure that meetings of the Board or committees thereof are conducted in such a manner as to minimize those portions during which Observer shall be excluded, with a view to allowing the Observer to attend and observe such meetings to the maximum extent possible. The Observer shall be entitled to be reimbursed for all reasonable out-of-pocket expenses incurred in connection with attending board or committee meetingssubject matter.

Observer. Each The Company agrees that, from the execution of Peaceful Rise Management Limitedthis Letter Agreement until the consummation of the actions set forth in Sections 1(a) and 1(h) (the “Board Reconstitution”), Perfect Canyon Limited, the Mantle Ridge Director and M▇. ▇▇▇▇ ▇▇▇▇▇▇▇ Fund LPshall each be a non-voting observer of the Board (each a “Board Observer”). As such, Glade Brook Private Investors XVI LPexcept for the right to vote, FANTASTIC AUGURY LIMITEDeach Board Observer shall have all the rights and privileges of, and ASCEND HOPE LIMITED, who is not entitled to appoint any Director to the Board pursuant to this Section 9, shall be entitled to appoint one (1) observer (treated no less favorably than, a member of the “Observer”) Board, including, without limitation, being timely noticed and invited to attend and participate (whether virtually or in person) in all meetings of the Board and Board committees and to timely, and no later than directors, receive copies of all subcommittees relevant notices, minutes, resolutions, consents and other materials, documents, communications and information provided or made available to or relevant to directors in connection with such meetings (including, but not limited to, immediate and full access to the archived documents of the Company and the Board, ). The Board and each committee thereof shall coordinate the scheduling of its meetings with the Board Observers in a nonvoting observer capacity. If CICC loses its director appointment right pursuant order to Section 9.1(a) and for so long as CICC continues to hold any Preferred Shares, it shall be entitled to appoint one (1) observer. If Xiamen Investor for whatsoever reason fails to appoint a director pursuant to Section 9.1(a) and for so long as Xiamen Investor continues to hold any Preferred Shares, it shall be entitled to appoint one (1) observerpermit the Board Observers’ participation at each such meeting. The Company shall give the Observer copies of all notices, minutes, consents, and other materials that the Company provides use reasonable efforts to the Company’s directors at the same time and in the same manner as provided to such directors; provided, however, that the Observer shall agree to hold in confidence and trust all information so provided. The Observer may be excluded from that portion of a meeting of ensure the Board or Observers can participate in all meetings, which efforts will be no less than those afforded other directors. In the event a subcommittee thereof Board Observer is unable to the extent that (i) the Board of Directors has reasonably determined in good faith that the Observer’s presence at such meeting or portion thereof would reasonably be expected to result in the disclosure of trade secrets to a direct competitor of the Group Companies or (ii) counsel to the Company has determined that there is a reasonable likelihood that the Observer’s presence at such meeting or portion thereof would result in the loss of the Company’s attorney-client privilege; provided that to the extent practical the Observer shall be notified in writing by the Company at least forty-eight (48) hours prior to the meeting of the exclusion and grounds on which the exclusion is based and provided further that the Company shall in good faith endeavor to ensure that meetings of the attend any Board or committees thereof are conducted in Board committee or other Board meeting, such a manner as to minimize those portions during which Observer shall be excluded, with a view to allowing the Observer to attend and observe such meetings to the maximum extent possible. The Board Observer shall be entitled to select a substitute person to serve as a non-voting observer. With respect to the next regularly scheduled meetings of the Board and Board committees following the date of this Letter Agreement (the “Upcoming Board Meeting”), the Company has provided by e-mail to Mantle Ridge the complete, comprehensive, and detailed agenda detailing all the matters to be reimbursed for all reasonable out-of-pocket expenses incurred in connection with attending board or committee meetingsaddressed prior to the date hereof and has received written confirmation of receipt and acceptability thereof.

Observer. Each The Company agrees that, from the execution of Peaceful Rise Management Limitedthis Letter Agreement until the consummation of the actions set forth in Sections 1(a) and 1(h) (the “Board Reconstitution”), Perfect Canyon Limited, the Mantle Ridge Director and ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ Fund LPshall each be a non-voting observer of the Board (each a “Board Observer”). As such, Glade Brook Private Investors XVI LPexcept for the right to vote, FANTASTIC AUGURY LIMITEDeach Board Observer shall have all the rights and privileges of, and ASCEND HOPE LIMITED, who is not entitled to appoint any Director to the Board pursuant to this Section 9, shall be entitled to appoint one (1) observer (treated no less favorably than, a member of the “Observer”) Board, including, without limitation, being timely noticed and invited to attend and participate (whether virtually or in person) in all meetings of the Board and Board committees and to timely, and no later than directors, receive copies of all subcommittees relevant notices, minutes, resolutions, consents and other materials, documents, communications and information provided or made available to or relevant to directors in connection with such meetings (including, but not limited to, immediate and full access to the archived documents of the Company and the Board, ). The Board and each committee thereof shall coordinate the scheduling of its meetings with the Board Observers in a nonvoting observer capacity. If CICC loses its director appointment right pursuant order to Section 9.1(a) and for so long as CICC continues to hold any Preferred Shares, it shall be entitled to appoint one (1) observer. If Xiamen Investor for whatsoever reason fails to appoint a director pursuant to Section 9.1(a) and for so long as Xiamen Investor continues to hold any Preferred Shares, it shall be entitled to appoint one (1) observerpermit the Board Observers’ participation at each such meeting. The Company shall give the Observer copies of all notices, minutes, consents, and other materials that the Company provides use reasonable efforts to the Company’s directors at the same time and in the same manner as provided to such directors; provided, however, that the Observer shall agree to hold in confidence and trust all information so provided. The Observer may be excluded from that portion of a meeting of ensure the Board or Observers can participate in all meetings, which efforts will be no less than those afforded other directors. In the event a subcommittee thereof Board Observer is unable to the extent that (i) the Board of Directors has reasonably determined in good faith that the Observer’s presence at such meeting or portion thereof would reasonably be expected to result in the disclosure of trade secrets to a direct competitor of the Group Companies or (ii) counsel to the Company has determined that there is a reasonable likelihood that the Observer’s presence at such meeting or portion thereof would result in the loss of the Company’s attorney-client privilege; provided that to the extent practical the Observer shall be notified in writing by the Company at least forty-eight (48) hours prior to the meeting of the exclusion and grounds on which the exclusion is based and provided further that the Company shall in good faith endeavor to ensure that meetings of the attend any Board or committees thereof are conducted in Board committee or other Board meeting, such a manner as to minimize those portions during which Observer shall be excluded, with a view to allowing the Observer to attend and observe such meetings to the maximum extent possible. The Board Observer shall be entitled to select a substitute person to serve as a non-voting observer. With respect to the next regularly scheduled meetings of the Board and Board committees following the date of this Letter Agreement (the “Upcoming Board Meeting”), the Company has provided by e-mail to Mantle Ridge the complete, comprehensive, and detailed agenda detailing all the matters to be reimbursed for all reasonable out-of-pocket expenses incurred in connection with attending board or committee meetingsaddressed prior to the date hereof and has received written confirmation of receipt and acceptability thereof.

Observer. Each (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 VAC owns at least $5,500,000 of Peaceful Rise Management Limitedthe principal amount of the Senior Secured Notes or at least 800,582 shares of Common Stock issued or issuable upon exercise of the Warrants (as adjusted pursuant to the terms and conditions set forth therein), Perfect Canyon Limited, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Fund LP, Glade Brook Private Investors XVI LP, FANTASTIC AUGURY LIMITEDthen VAC shall be granted the right to appoint, and ASCEND HOPE LIMITEDthe Company will permit, who is not entitled to appoint any Director to the Board pursuant to this Section 9, shall be entitled to appoint one (1) observer representative appointed by VAC (the “Observer”) to attend all meetings of the Board and all subcommittees 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 the Board, in a nonvoting observer capacity. If CICC loses its director appointment right pursuant to Section 9.1(a) and for so long as CICC continues to hold any Preferred Shares, it shall be entitled to appoint one (1) observer. If Xiamen Investor for whatsoever reason fails to appoint a director pursuant to Section 9.1(a) and for so long as Xiamen Investor continues to hold any Preferred Shares, it shall be entitled to appoint one (1) observer. The Company shall give the Observer copies of all notices, minutes, consents, and other materials that the Company provides to the Company’s directors at the same time and in the same manner as manner, notice of such meeting and a copy of all materials provided to such directors; members. VAC may transfer its rights to appoint the Observer to one transferee of the Warrants or Warrant Shares in connection with a Transfer permitted by the terms of this Agreement, provided, however, that such Transfer to such transferee shall include at least $5,500,000 in principal amount of the 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 shall agree and exclude the Observer from portions of any meeting if, upon advice of the Company’s legal counsel, access to hold in confidence and trust all such information so provided. The Observer may be excluded from that or attendance at a portion of a meeting of by the Board or a subcommittee thereof to Observer would adversely affect the extent that (i) the Board of Directors has reasonably determined in good faith that the Observer’s presence at such meeting or portion thereof would reasonably be expected to result in the disclosure of trade secrets to a direct competitor of the Group Companies or (ii) counsel to the Company has determined that there is a reasonable likelihood that the Observer’s presence at such meeting or portion thereof would result in the loss of the Company’s attorney-client privilege; provided that to the extent practical the Observer shall be notified in writing by privilege between the Company at least forty-eight (48) hours prior to the meeting of the exclusion and grounds on which the exclusion is based and provided further that the Company shall in good faith endeavor to ensure that meetings of the Board or committees thereof are conducted in such a manner as to minimize those portions during which Observer shall be excluded, with a view to allowing the Observer to attend and observe such meetings to the maximum extent possibleits legal counsel. The Observer shall execute a customary confidentiality agreement reasonably acceptable to the Company. (b) The Company acknowledges that the Investor will likely have, from time to time, information that may be entitled of interest to the 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 reimbursed 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 Information may be of interest to the Company. Such Information may or may not be known by the Observer. The Company, as a material part of the consideration for all reasonable out-of-pocket expenses incurred this Agreement, agrees that VAC and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in connection with attending board any projects or committee meetingsinvestments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and 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 to the Company or offer any opportunity relating thereto to the Company.

Observer. Each (1) Following the removal of Peaceful Rise Management LimitedVineBrook Homes OP GP, Perfect Canyon LimitedLLC (the “Incumbent GP”) as the General Partner by the Partnership Board and until the earlier of (i) the Incumbent GP or its Affiliates no longer owning Class C Common Units and (ii) the Company or the Partnership exercising their Call Right as set forth in the Side Letter, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Fund LPat which point the Observer’s rights as set forth in this Section 7.13(h) immediately terminate, Glade Brook Private Investors XVI LP, FANTASTIC AUGURY LIMITED, the Incumbent GP shall have the right to designate one individual to attend meetings of the Partnership Board and ASCEND HOPE LIMITED, who is not entitled to appoint any Director committee thereof as a non-voting observer (an “Observer”) subject to the Board provisions set forth in this Section 7.13(h). The rights of the Incumbent GP pursuant to this Section 97.13(h) are personal to the Incumbent GP, 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 appoint one (1) observer (the “Observer”) to attend all meetings of the Partnership Board and all subcommittees of the Boardany committee thereof (in each case, in including any executive sessions) as a nonvoting non-voting observer capacity. If CICC loses its director appointment right pursuant and to Section 9.1(a) and for so long as CICC continues to hold any Preferred Shares, it shall be entitled to appoint one (1) observer. If Xiamen Investor for whatsoever reason fails to appoint a director pursuant to Section 9.1(a) and for so long as Xiamen Investor continues to hold any Preferred Shares, it shall be entitled to appoint one (1) observer. The Company shall give the Observer copies of all notices, minutes, consents, and other materials that the Company provides to the Company’s directors receive at the same time and in the same manner as provided to such directors; providedcopies of all written materials (including copies of meeting minutes, howeverpresentation materials, that the Observer shall agree to hold notices, reports, forms of action by written consent in confidence and trust all information so provided. The Observer may be excluded from that portion lieu of a meeting of and any annexes thereto, etc.) given to Partnership Directors in connection with such meetings (and if the Partnership Board or a subcommittee any committee thereof proposes to act by written consent, the extent that (i) Partnership Board shall provide the Board Observer at the same time and in the same manner with copies of all notices and written materials given to Partnership Directors has reasonably determined in good faith that the connection with such action). The Observer’s presence at such access to any information or meeting or portion thereof would reasonably shall be expected subject in all instances to result in the disclosure of trade secrets to a direct competitor (A) any determination of the Group Companies or (ii) counsel Partnership Board to the Company has determined that there is a reasonable likelihood that exclude the Observer’s presence at such meeting or portion thereof would result access in the loss of the Company’s attorney-client privilege; provided that to the extent practical accordance with Section 7.13(h)(3) and (B) the Observer shall be notified in writing by the Company at least forty-eight (48) hours prior to the meeting of the exclusion and grounds on which the exclusion is based and provided further that the Company shall in good faith endeavor to ensure that meetings of the Board or committees thereof are conducted in such executing a manner as to minimize those portions during which Observer shall be excluded, with a view to allowing the Observer to attend and observe such meetings to the maximum extent possibleconfidentiality agreement. The Observer shall be entitled to receive notice of meetings of the Partnership Board (or any committee thereof) in the same manner upon which notice of meetings are provided to members of the Partnership Board (or any committee thereof). (3) Notwithstanding anything to the contrary set forth in Section 7.13(h)(2), the Partnership Board may exclude the Observer from access to any information or meeting or portion thereof, including any meeting of the Partnership Board or any committee thereof (in each case, including any executive sessions), if the Partnership Board determines, in its reasonable and good faith discretion, that such exclusion (A) is required to preserve attorney-client privilege or (B) is necessary as the result of a conflict of interest between the Partnership and the Incumbent GP who designated such Observer, and any such determination of the Partnership Board made in its reasonable and good faith discretion shall be reimbursed for all reasonable out-of-pocket expenses incurred in connection with attending board or committee meetingsfinal and binding.