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 ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ 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 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.