Common use of Observers Clause in Contracts

Observers. For so long as a Stockholder beneficially owns Voting Stock representing at least 5% of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall be entitled to appoint one individual to attend and observe meetings of the Board or any committee thereof in a non-voting capacity (such individuals, “Observers”). The Observers will be permitted (i) to attend and participate at each meeting of the Board or any committee of which the Stockholder’s Director is a member, and (ii) to receive notice of each meeting of the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board pursuant to the terms and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Company.

Observers. (a) For so long as a Stockholder beneficially owns Voting Stock representing at least 5% of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall be entitled to appoint one individual to attend and observe meetings of the Board or any committee thereof in a non-voting capacity (such individuals, “Observers”). The Observers will be permitted (i) to attend and participate at each meeting of the Board or any committee of which the Stockholder’s Director is a member, and (ii) to receive notice of each meeting of the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board pursuant to the terms and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the TransactionsExchange) or (iii) cause the Board (or such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Company. (b) Any Observer appointed by the Charter Stockholder may be removed (with or without cause) from time to time and at any time by the Charter Stockholder upon notice to the Company, any Observer appointed by the Liberty Broadband Stockholder may be removed (with or without cause) from time to time and at any time by the Liberty Broadband Stockholder upon notice to the Company, and any Observer appointed by the Cerberus Stockholder may be removed (with or without cause) from time to time and at any time by the Cerberus Stockholder upon notice to the Company.

Observers. For (a) Prior to an IPO, the FS Entities, collectively, shall be entitled to have two observers in addition to the FS Director (the "FS Observers") at all regular and special meetings of the Board for so long as a Stockholder the FS Entities, collectively, beneficially owns Voting own Common Stock representing at least 57.5% of the outstanding shares Common Stock. (b) Prior to an IPO and solely for so long as needed by DLJ, upon the advice of Common Stock (on an as-converted basis)counsel, such Stockholder to maintain its qualification as a "Venture Capital Operating Company" pursuant to Section 29 C.F.R. ss. 2510.3, the DLJ Investors, by vote of a majority of the outstanding Restricted Securities held by the DLJ Investors, shall be entitled to appoint have one individual observer (the "DLJ Observer", and together with the FS Observers and the CalPERS Observer referred to attend below, the "Observers") at all regular and observe special meetings of the Board or any committee thereof in a non-voting capacity (such individualsfor so long as the DLJ Investors, “Observers”). The Observers will be permitted collectively, beneficially own (i) Restricted Securities representing at least 1.0% of the outstanding Common Stock or (ii) a majority in principal amount of the Notes. (c) Prior to attend an IPO, CalPERS shall be entitled to have one observer (the "CalPERS Observer") at all regular and special meetings of the Board for so long as CalPERS or its Affiliates beneficially own any shares of Common Stock. (d) The Company shall reimburse each Observer for out-of-pocket expenses, if any, relating to attendance at such meetings and shall reimburse each Material Securityholder for the out-of-pocket expenses, if any, relating to one representative of such Material Securityholder attending each shareholder meeting of the Company. Each Observer shall be entitled to receive the same notice of any such meeting as any director, and shall have the right to participate at therein, but shall not have the right to vote on any matter or to be counted for purposes of determining whether a quorum is present thereat. In addition, each Observer shall have the right to receive copies of any action proposed to be taken by written consent of the Board without a meeting. Notwithstanding the foregoing, no action of the Board duly taken in accordance with the laws of the State of Delaware, the Certificate of Incorporation and the By-Laws shall be affected by any failure to have provided notice to any Observer of any meeting of the Board or any committee the taking of which action by the Stockholder’s Director is Board without a member, and (ii) meeting. Any Observer may be required by the Board to receive notice of each temporarily leave a meeting of the Board and if the presence of such committeeObserver at the meeting at such time would prevent the Company from asserting the attorney-client or other privilege with respect to matters discussed before the Board at such time. The FS Entities agree to cause the FS Observers to keep any matters observed or materials received by them at any meeting of the Board strictly confidential, subject to applicable law. The DLJ Investors agree to cause the DLJ Observer to keep any matters observed or materials received by him or her at any meeting of the Board strictly confidential, subject to applicable law. CalPERS agrees to cause the CalPERS Observer to keep any matte▇▇ ▇▇▇▇rved or materials received by him or her at any meeting of the Board strictly confidential, subject to applicable law. (e) With respect to each written consent committee of the Board for which BLUM or the FS Entities agrees in lieu writing to waive its right set forth in Section 4.1(g) hereto, BLUM or the FS Entities, as the case may be, shall be entitled to have one observer at all meetings of a meeting and copies such committee (provided that BLUM or the FS Entities, as the case may be, shall at such time be entitled to designate at least one director to the Board pursuant to Section 4.1 hereto). Each such observer shall be entitled to receive the same notice of any materials delivered such meeting as any director that is a member thereof, and shall have the right to participate therein, but shall not have the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided right to the Directors. Under no circumstances shall vote on any Observers matter or to be counted for purposes of votingdetermining whether a quorum is present thereat. In addition, quorum or each such observer shall have the right to receive copies of any other reason or action proposed to be considered taken by written consent of such committee without a Directormeeting. Each Observer shall agree to maintain Notwithstanding the confidentiality of all non-public information and proceedings foregoing, no action of the Board pursuant to such committee duly taken in accordance with the terms and conditions laws of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunderState of Delaware, the Company may exclude an Observer from access Certificate of Incorporation and the By-Laws shall be affected by any failure to have provided notice to any Board observer of any meeting of such committee or the taking of action by such committee materials or information or without a meeting. Any such observer may be required by such committee to temporarily leave a meeting or portion thereof or written consent of the committee if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote presence of such Observer) and/or that observer at the meeting at such access time would reasonably be expected to (i) adversely affect prevent the Company from asserting the attorney-client or other privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to matters discussed before the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or committee at such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excludedtime. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and BLUM agrees to cause its applicable Observer any observer designated by it to not interpose keep any objection to matters observed or materials received by him or her at any meeting of such decisioncommittee strictly confidential. The Observers will not be entitled FS Entities agree to compensation from cause the Companyany observer designated by it to keep any matters observed or materials received by them at any meeting of such committee strictly confidential.

Observers. For so long as The Board may from time to time provide for one or more Observers to participate in a Stockholder beneficially owns Voting Stock representing non-voting capacity at least 5% of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall be entitled to appoint one individual to attend and observe meetings of the Board or any committee thereof in a non-voting capacity (Committee thereof, as determined by the Board. Notwithstanding the foregoing, any Observer may be excluded from access to only such individuals, “Observers”). The Observers will be permitted portion of any Board meetings or the portion of material relating thereto (i) to the extent a Director would similarly be excluded pursuant to this Agreement under the same facts and circumstances, or, (ii) if, upon advice of counsel to the Board, such exclusion is reasonably necessary to preserve the attorney-client privilege or other legal privilege so long as, in each case, such Observer is notified of such determination (it being understood and agreed that, subject to the foregoing, the Company or such applicable Subsidiary will take reasonable steps to minimize any such exclusions and to make alternative arrangements to provide access). Notwithstanding any of the forgoing, at any time that Walgreens ceases to have a right to designate a Director to the Board pursuant to Section 5.1(c)(ii) above and does not already have a right to a representative serving as an Observer pursuant to any other arrangement with the Company, the Company shall invite a representative of Walgreens to attend and participate at each meeting all meetings of the Board or any committee Committee thereof as an Observer and, in this respect, shall give such representative copies of which the Stockholder’s Director is a memberall notices, minutes, consents, and (ii) other materials that it provides to receive notice of each meeting of the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the its Directors in connection therewith at the same time and in the same manner as provided to such Directors; provided, however, that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer representative shall agree to maintain hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided (except that such Observer shall be permitted to share such information with Walgreens, subject to execution of a customary confidentiality agreement); and provided further, that, upon a Specified Walgreens Change in Control, such Observer shall not be entitled to attend meetings of any Committee or to receive copies of notices, minutes, consents, and other materials with respect thereto. Notwithstanding any of the confidentiality of all non-public information and proceedings of forgoing, at any time Cigna has a right to designate a Director to the Board pursuant to 5.1(c)(iv), Cigna may elect, at its sole discretion, to have an Observer in lieu of such designated Director for such period of time as Cigna may, in its sole discretion, determine, in which case the terms size of the Board shall be reduced by one (unless and conditions of until Cigna exercises its right to designate a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, Director) and the Company may exclude an Observer from access shall invite a representative of Cigna to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote attend all meetings of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee Committee thereof as an Observer and, in this respect, shall give such representative copies of all notices, minutes, consents, and such Person’s counsel, (ii) result in a conflict of interest with other materials that it provides to its Directors at the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest same time and in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or same manner as provided to such committee) to breach its fiduciary dutiesDirectors; provided, however, that such exclusion representative shall be limited agree to the portion of the Board or committee material or hold in confidence all information and/or meeting or written consent so provided (except that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in permitted to share such meeting information with Cigna, subject to execution of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Companycustomary confidentiality agreement).

Observers. For so long as The Board may from time to time provide for one or more Observers to participate in a Stockholder beneficially owns Voting Stock representing non-voting capacity at least 5% of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall be entitled to appoint one individual to attend and observe meetings of the Board or any committee thereof Committee thereof, as determined by the Board. Notwithstanding the foregoing, any Observer may be excluded from access to only such portion of any Board meetings or the portion of material relating thereto if the applicable Board reasonably determines, in good faith, that such access would result in a nonmaterial conflict of interest due to the relationship between the Company or applicable Subsidiary, as the case may be, and such Observer or, upon advice of counsel to the Board, such exclusion is reasonably necessary to preserve the attorney-voting capacity client privilege or other legal privilege so long as, in each case, such Observer is notified of such determination (it being understood and agreed that, subject to the foregoing, the Company or such individuals, “Observers”applicable Subsidiary will take reasonable steps to minimize any such exclusions). The Observers will be permitted (iNotwithstanding any of the forgoing, at any time that Walgreens ceases to have a right to designate a Director to the Board pursuant to Section 5.1(c)(ii) above and does not already have a right to a representative serving as an Observer pursuant to any other arrangement with the Company, the Company shall invite a representative of Walgreens to attend and participate at each meeting all meetings of the Board or any committee Committee thereof as an Observer and, in this respect, shall give such representative copies of which the Stockholder’s Director is a memberall notices, minutes, consents, and (ii) other materials that it provides to receive notice of each meeting of the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the its Directors in connection therewith at the same time and in the same manner as provided to such Directors; provided, however, that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer representative shall agree to maintain hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the confidentiality of all non-public Company reserves the right to withhold any information and proceedings of the Board pursuant to the terms and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding exclude such representative from any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating access to such determination (but not requiring the affirmative vote of information or attendance at such Observer) and/or that such access would reasonably be expected to (i) meeting could adversely affect the attorney-client privilege between the Company, the Board Company and its counsel or any committee thereof and such Person’s counsel, (ii) result in disclosure of trade secrets or a conflict of interest with the Company (other than interest; and provided further, that, upon a conflict of interest with respect to the relevant Stockholder’s ownership interest Specified Walgreens Change in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or Control, such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Companyattend meetings of any Committee or to receive copies of notices, minutes, consents, and other materials with respect thereto.

Observers. For so long as (A) Each Shareholder shall have the right to appoint and dismiss up to three representatives (who shall each be employees of a Stockholder beneficially owns Voting Stock representing at least 5% Shareholder or of any member of its Group) to attend meetings of each of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall be entitled to appoint one individual to attend Supervisory Board and observe Managing Board and board meetings of each member of the Board or any committee thereof in a non-voting capacity Company’s Group, and meetings of their committees, (such individuals, the “Observers”). The Observers will be permitted (i) Each Observer is entitled to attend and participate at each meeting of speak but not vote or count in the Board or quorum for any committee of which such meeting. Each Observer shall have the Stockholder’s Director is a member, and (ii) right to receive notice of each meeting of meetings, and to receive the Board same information, in the same form and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the Directors in connection therewith at the same time and in as the same manner that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum relevant directors or any other reason or be considered a Director. Each Observer shall agree to maintain the confidentiality of all non-public information and proceedings members of the Board pursuant to the terms and conditions of relevant committee. (B) Before an Observer is appointed by a Shareholder, he or she must enter into a confidentiality agreement undertaking in favour of the Company in the form attached hereto as Exhibit A. Notwithstanding approved by the Supervisory Directors from time to time and the appointing Shareholder shall procure that the Observer complies with the terms of that confidentiality undertaking. (C) The appointment and dismissal of any rights Observer shall take effect upon delivery of written notice signed by the Shareholder to the Company or presented at any relevant meeting. (D) An Observer may appoint one other person (who shall also be an employee of a Shareholder or of any member of its Group) to be granted their alternate, provided that such alternate has entered into a confidentiality undertaking on the terms described above in clause 9.7(B), and such appointment may be for a specific meeting or provided to the Observers hereunder, the Company may exclude for a specific or indefinite duration. If an Observer from access to is replaced or dismissed, any Board alternate appointed by such Observer shall automatically be dismissed as such. (E) The rights of the Observer in clause 9.7(A) shall not apply in respect of any Shareholder Dispute Matter involving the Shareholder who appointed him or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determinesany member of its Group. (F) If an Observer is, in good faithany way, that including such Observer directly or indirectly, interested in discussions relating to such determination (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between an existing or a proposed transaction or arrangement with the Company, he must declare the Board or any committee thereof nature and such Person’s counsel, (ii) result in a conflict extent of that interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest Supervisory Directors before, in the Company case of a proposed transaction, the transaction or rights under the documents arrangement is entered into in connection with and, provided he has done so, the Transactions) or (iii) cause the Board (or such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Companyattend meetings and receive information relating to that transaction or arrangement.

Observers. For Each of the Key Investor Stockholders, Resource America, ▇▇▇▇▇▇▇▇ and Constitution shall have the right, for so long as a Stockholder beneficially owns Voting Stock representing such Key Investor Stockholder, Resource America, ▇▇▇▇▇▇▇▇ or Constitution (together with each of their respective Affiliates and Permitted Transferees) continues to hold at least five percent (5% %) of the outstanding shares Common Stock acquired by such Key Investor Stockholder, Resource America, ▇▇▇▇▇▇▇▇ or Constitution (including, for purposes of such calculation, the number of Common Stock Shares issuable upon conversion of all Preferred Stock, if any, owned by such Key Investor Stockholder, Resource America, ▇▇▇▇▇▇▇▇ or Constitution without regard to any limitations on conversion that may apply pursuant to the terms of the Preferred Stock) in the Private Placement, to designate one (on an as-converted basis)1) person (in addition to any Director designated by such Key Investor Stockholder, such Stockholder shall be entitled ▇▇▇▇▇▇▇▇ or Constitution) to appoint one individual receive Board materials and to attend and observe meetings of the Board or and, with respect only to the Key Investor Stockholders, to the board of directors of any Subsidiary of the Company and any committee thereof in a non-voting capacity which that Key Investor Stockholder’s Investor Designee serves, in each case as observers (such individualseach, an “ObserversObserver”); provided, however, that Observers will not be directors and shall attend meetings of the Board and any committee thereof solely as observers, and will not participate or have any voting rights to which directors are entitled. Each Key Investor Stockholder, Resource America, ▇▇▇▇▇▇▇▇ and Constitution shall have the right to remove and replace its Observer at any time and from time to time. The Observers will be permitted Company shall furnish to each Observer (iA) notices of Board of Director (or any applicable committee thereof) meetings no later than, and using the same form of communication as, notice of Board of Director (or any applicable committee thereof) meetings are furnished to directors and (B) copies of any materials prepared for meetings of the Board of Directors (or any applicable committee thereof) that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Observer in connection with any such Observer’s right to attend and participate at each and/or review materials with respect to, any meeting of the Board of Directors (or any applicable committee thereof) shall not impair the validity of which the Stockholder’s Director is a member, and (ii) to receive notice of each meeting of any action taken by the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum (or any other reason or be considered a Directorapplicable committee thereof) at such meeting. Each Observer shall agree be required to maintain the execute or otherwise become subject to any codes of conduct or confidentiality of all non-public information and proceedings agreements of the Board pursuant Company generally applicable to the terms and conditions directors or officers of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Company.

Observers. For (a) Prior to the IPO, the FS Entities, collectively, shall be entitled to have two observers in addition to the FS Director (the "FS Observers") at all regular and special meetings of the Board for so long as a Stockholder the FS Entities, collectively, beneficially owns Voting own Common Stock representing at least 57.5% of the outstanding shares Common Stock. (b) Prior to the IPO and solely for so long as needed by DLJ, upon the advice of Common Stock (on an as-converted basis)counsel, such Stockholder to maintain its qualification as a "Venture Capital Operating Company" pursuant to Section 29 C.F.R. 2510.3, the DLJ Parties, by vote of a majority of the outstanding Restricted Securities held by the DLJ Parties, shall be entitled to appoint have one individual to attend observer (the "DLJ Observer", and observe together with the FS Observers, the "Observers") at all regular and special meetings of the Board or any committee thereof in a non-voting capacity (such individualsfor so long as the DLJ Parties, “Observers”). The Observers will be permitted collectively, beneficially own (i) Restricted Securities representing at least 1.0% of the outstanding Common Stock or (ii) a majority in principal amount of the Notes. (c) The Company shall reimburse each Observer for out-of-pocket expenses, if any, relating to attend attendance at such meetings but only to the same extent that the Company reimburses the non-employee members of the Board for such attendance expenses. Each Observer shall be entitled to receive the same notice of any such meeting as any director, and shall have the right to participate at therein, but shall not have the right to vote on any matter or to be counted for purposes of determining whether a quorum is present thereat. In addition, each Observer shall have the right to receive copies of any action proposed to be taken by written consent of the Board without a meeting. Notwithstanding the foregoing, no action of the Board duly taken in accordance with the laws of the State of Delaware, the Certificate of Incorporation and the By-Laws shall be affected by any failure to have provided notice to any Observer of any meeting of the Board or any committee the taking of which action by the Stockholder’s Director is Board without a member, and (ii) meeting. Any Observer may be required by the Board to receive notice of each temporarily leave a meeting of the Board and if the presence of such committeeObserver at the meeting at such time would prevent the Company from asserting the attorney-client or other privilege with respect to matters discussed before the Board at such time. The FS Entities agree to cause the FS Observers to keep any matters observed or materials received by them at any meeting of the Board strictly confidential. The DLJ Parties agree to cause the DLJ Observer to keep any matters observed or materials received by him or her at any meeting of the Board strictly confidential. (d) With respect to each committee of the Board for which BLUM or the FS Entities agrees in writing to waive its r▇▇▇▇ set forth in Section 4.1(g) hereto, each written consent in lieu BLUM or the FS Entities, as the case may be, shall be en▇▇▇▇ed to have one observer at all meetings of a meeting and copies such committee (provided that BLUM or the FS Entities, as the case may be, shall at su▇▇ ▇ime be entitled to designate at least one director to the Board pursuant to Section 4.1 hereto). Each such observer shall be entitled to receive the same notice of any materials delivered such meeting as any director that is a member thereof, and shall have the right to participate therein, but shall not have the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided right to the Directors. Under no circumstances shall vote on any Observers matter or to be counted for purposes of votingdetermining whether a quorum is present thereat. In addition, quorum or each such observer shall have the right to receive copies of any other reason or action proposed to be considered taken by written consent of such committee without a Directormeeting. Each Observer shall agree to maintain Notwithstanding the confidentiality of all non-public information and proceedings foregoing, no action of the Board pursuant to such committee duly taken in accordance with the terms and conditions laws of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunderState of Delaware, the Company may exclude an Observer from access Certificate of Incorporation and the By- Laws shall be affected by any failure to have provided notice to any Board observer of any meeting of such committee or the taking of action by such committee materials or information or without a meeting. Any such observer may be required by such committee to temporarily leave a meeting or portion thereof or written consent of the committee if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote presence of such Observer) and/or that observer at the meeting at such access time would reasonably be expected to (i) adversely affect prevent the Company from asserting the attorney-client or other privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to matters discussed before the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or committee at such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excludedtime. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and BLUM agrees to cause its applicable Observer any observer designated by it to not interpose ke▇▇ ▇ny matters observed or materials received by him or her at any objection to any meeting of such decisioncommittee strictly confidential. The Observers will not be entitled FS Entities agree to compensation from cause the Companyany observer designated by it to keep any matters observed or materials received by them at any meeting of such committee strictly confidential.

Observers. For so long as (A) Each Shareholder shall have the right to appoint and dismiss up to two representatives (who shall each be an employee of that Shareholder, that Shareholder's Ultimate Parent or of any Wholly-owned Affiliate of that Shareholder's Ultimate Parent or of any member of its Group or a Stockholder beneficially owns Voting Stock representing at least 5% director or an officer of that Shareholder's Ultimate Parent, provided that no such representative is a member of the outstanding shares Executive Management) to attend meetings of Common Stock each of the Board and board meetings of each member of the Company’s Group, and meetings of each of their respective committees (the “Observers”). (B) Each Observer is entitled to speak but not vote or count in the quorum for any such meeting (unless that Observer has been appointed a member of a committee of the Board, in which case that Observer may vote and count in the quorum for any such meeting of that committee). Each Observer shall have the right to receive notice of meetings, and to receive the same information, in the same form and at the same time as the relevant directors or members of the relevant committee. (C) Before an Observer is appointed by a Shareholder, he or she must enter into a confidentiality undertaking in favour of the Company in the form approved by the Board from time to time and the appointing Shareholder shall procure that the Observer complies with the terms of that confidentiality undertaking. (D) The appointment and dismissal of any Observer shall take effect upon delivery of written notice signed by the appointing Shareholder to the Company (with a copy to the other Shareholder). (E) An Observer may appoint one other person (who shall also be an employee of a Shareholder or of any member of its Group) to be their alternate, provided that such alternate has entered into a confidentiality undertaking on the terms described above in clause 8.10(C) and the appointing Shareholder shall procure that the alternate complies with the terms of the confidentiality undertaking, and such appointment may be for a specific meeting or for a specific or indefinite duration. If an as-converted basis)Observer is replaced or dismissed, any alternate appointed by such Stockholder Observer shall automatically be dismissed as such. (F) The rights of the Observer in clauses 8.10(A) and 8.10(B) shall not apply in respect of any Shareholder Dispute Matter involving the Shareholder who appointed him or any member of its Group. (G) If an Observer is, in any way, directly or indirectly, interested in an existing or a proposed transaction or arrangement with the Company, he must declare the nature and extent of that interest to the Directors and, in the case of a proposed transaction or arrangement, he must make such declaration before the transaction or arrangement is entered into and, provided he has done so, the Observer shall be entitled to appoint one individual to attend meetings and observe meetings of the Board or any committee thereof in a non-voting capacity (such individuals, “Observers”). The Observers will be permitted (i) to attend and participate at each meeting of the Board or any committee of which the Stockholder’s Director is a member, and (ii) to receive notice of each meeting of the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board pursuant to the terms and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board transaction or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Companyarrangement.

Observers. For so long (a) Sponsor Observer. Parent agrees that until such time as a Stockholder Sponsor and its Affiliates no longer beneficially owns Voting Stock representing own at least 51% of the outstanding shares of Parent Common Stock (on an as-converted basis“Sponsor Observer Termination Event”), Sponsor shall have the right, but not the obligation, to designate an individual (any such Stockholder shall be entitled to appoint one individual individual, the “Sponsor Observer”) to attend and observe all meetings of the Board or any committee thereof in a non-voting capacity voting, observer capacity. (b) Greensoil Director Nominee. Parent agrees that until such individuals, time as Greensoil and its Affiliates no longer beneficially own at least 1% of the outstanding shares of Parent Common Stock (“ObserversGreensoil Observer Termination Event”). The Observers will be permitted , Greensoil shall have the right, but not the obligation, to designate an individual (iany such individual, the “Greensoil Observer”) to attend and participate at each meeting all meetings of the Board or any committee of which the Stockholder’s Director is in a membernon-voting, and observer capacity. (iic) Process. Parent shall provide to receive each Designated Observer notice of each meeting any meetings of the Board and such committeeBoard, each written consent in lieu a copy of a the meeting and copies of any materials delivered to the Directors in connection therewith at the same time and in the same manner that such notice and such materials are as provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer shall agree to maintain the confidentiality of all non-public information and proceedings members of the Board pursuant in their capacity as such, and shall provide each Designated Observer with the same rights to expense reimbursement that it provides to the terms Designated Directors. Notwithstanding the above, each Designated Observer shall not be entitled to attend and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided otherwise participate in, and shall, to the Observers hereunderextent applicable, the Company may exclude an Observer from access waive notice of and recuse themselves from, such meetings or portions thereof and shall not be entitled to receive any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determinesinformation, in each case (i) if Parent believes based on the good faithfaith written advice of outside counsel that providing such information would violate applicable Law (in which case Parent shall notify Greensoil and/or Sponsor of such belief and Parent, that including Greensoil and/or Sponsor shall consult and cooperate in good faith in determining whether Parent is legally prohibited from providing such Observer in discussions relating information to such determination Designated Observer), or (but not requiring the affirmative vote of ii) where Parent determines based upon good faith written advice from outside counsel that providing such Observerinformation (A) and/or that such access would reasonably be expected to (i) adversely affect the attorney-jeopardize an attorney- client privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in cause a conflict loss of interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) attorney work product protection or (iiiB) cause the Board (or such committee) would violate a contractual confidentiality obligation to breach its fiduciary dutiesany third party; provided, that, Parent uses reasonable best efforts and cooperates in good faith with each Designated Observer to develop and implement reasonable alternative arrangements to provide each Designated Observer with the intended benefits of this Section 3.4. (d) No Fidiciary Duties. Parent acknowledges and agrees that such exclusion shall be limited each Designated Observer will not owe any fiduciary duties or any other similar obligations or duties, including in law or equity, to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the BoardParent, its subsidiaries, or portions thereofits stockholders and may act at all times in the best interests of Greensoil or Sponsor, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Companyrespectively.

Observers. (a) For so long as a Stockholder beneficially owns Voting Stock representing at least 5% of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall be entitled to appoint one individual to attend and observe meetings of the Board or any committee thereof in a non-non- voting capacity (such individuals, “Observers”). The Observers will be permitted (i) to attend and participate at each meeting of the Board or any committee of which the Stockholder’s Director is a member, and (ii) to receive notice of each meeting of the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board pursuant to the terms and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Company. (b) Any Observer appointed by the Charter Stockholder may be removed (with or without cause) from time to time and at any time by the Charter Stockholder upon notice to the Company, any Observer appointed by the Liberty Broadband Stockholder may be removed (with or without cause) from time to time and at any time by the Liberty Broadband Stockholder upon notice to the Company, and any Observer appointed by the Cerberus Stockholder may be removed (with or without cause) from time to time and at any time by the Cerberus Stockholder upon notice to the Company.

Observers. For (a) Prior to an IPO, the FS Entities, collectively, shall be entitled to have two observers in addition to the FS Director (the “FS Observers”) at all regular and special meetings of the Board for so long as a Stockholder the FS Entities, collectively, beneficially owns Voting own Common Stock representing at least 57.5% of the outstanding shares Common Stock. (b) Prior to an IPO and solely for so long as needed by DLJ, upon the advice of Common Stock (on an as-converted basis)counsel, such Stockholder to maintain its qualification as a “Venture Capital Operating Company” pursuant to Section 29 C.F.R. § 2510.3, the DLJ Investors, by vote of a majority of the outstanding Restricted Securities held by the DLJ Investors, shall be entitled to appoint have one individual observer (the “DLJ Observer”, and together with the FS Observers and the CalPERS Observer referred to attend below, the “Observers”) at all regular and observe special meetings of the Board or any committee thereof in a non-voting capacity (such individualsfor so long as the DLJ Investors, “Observers”). The Observers will be permitted collectively, beneficially own (i) Restricted Securities representing at least 1.0% of the outstanding Common Stock or (ii) a majority in principal amount of the Notes. (c) Prior to attend an IPO, CalPERS shall be entitled to have one observer (the “CalPERS Observer”) at all regular and special meetings of the Board for so long as CalPERS or its Affiliates beneficially own any shares of Common Stock. (d) The Company shall reimburse each Observer for out-of-pocket expenses, if any, relating to attendance at such meetings and shall reimburse each Material Securityholder for the out-of-pocket expenses, if any , relating to one representative of such Material Securityholder attending each shareholder meeting of the Company. Each Observer shall be entitled to receive the same notice of any such meeting as any director, and shall have the right to participate at therein, but shall not have the right to vote on any matter or to be counted for purposes of determining whether a quorum is present thereat. In addition, each Observer shall have the right to receive copies of any action proposed to be taken by written consent of the Board without a meeting. Notwithstanding the foregoing, no action of the Board duly taken in accordance with the laws of the State of Delaware, the Certificate of Incorporation and the By-Laws shall be affected by any failure to have provided notice to any Observer of any meeting of the Board or any committee the taking of which action by the Stockholder’s Director is Board without a member, and (ii) meeting. Any Observer may be required by the Board to receive notice of each temporarily leave a meeting of the Board and if the presence of such committeeObserver at the meeting at such time would prevent the Company from asserting the attorney-client or other privilege with respect to matters discussed before the Board at such time. The FS Entities agree to cause the FS Observers to keep any matters observed or materials received by them at any meeting of the Board strictly confidential. The DLJ Investors agree to cause the DLJ Observer to keep any matters observed or materials received by him or her at any meeting of the Board strictly confidential. CalPERS agrees to cause the CalPERS Observer to keep any matters observed or materials received by him or her at any meeting of the Board strictly confidential, subject to applicable law. (e) With respect to each written consent committee of the Board for which ▇▇▇▇ or the FS Entities agrees in lieu writing to waive its right set forth in Section 4.1(g) hereto, ▇▇▇▇ or the FS Entities, as the case may be, shall be entitled to have one observer at all meetings of a meeting and copies such committee (provided that ▇▇▇▇ or the FS Entities, as the case may be, shall at such time be entitled to designate at least one director to the Board pursuant to Section 4.1 hereto). Each such observer shall be entitled to receive the same notice of any materials delivered such meeting as any director that is a member thereof, and shall have the right to participate therein, but shall not have the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided right to the Directors. Under no circumstances shall vote on any Observers matter or to be counted for purposes of votingdetermining whether a quorum is present thereat. In addition, quorum or each such observer shall have the right to receive copies of any other reason or action proposed to be considered taken by written consent of such committee without a Directormeeting. Each Observer shall agree to maintain Notwithstanding the confidentiality of all non-public information and proceedings foregoing, no action of the Board pursuant to such committee duly taken in accordance with the terms and conditions laws of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunderState of Delaware, the Company may exclude an Observer from access Certificate of Incorporation and the By-Laws shall be affected by any failure to have provided notice to any Board observer of any meeting of such committee or the taking of action by such committee materials or information or without a meeting. Any such observer may be required by such committee to temporarily leave a meeting or portion thereof or written consent of the committee if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote presence of such Observer) and/or that observer at the meeting at such access time would reasonably be expected to (i) adversely affect prevent the Company from asserting the attorney-client or other privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to matters discussed before the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or committee at such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excludedtime. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and ▇▇▇▇ agrees to cause its applicable Observer any observer designated by it to not interpose keep any objection to matters observed or materials received by him or her at any meeting of such decisioncommittee strictly confidential. The Observers will not be entitled FS Entities agree to compensation from cause the Companyany observer designated by it to keep any matters observed or materials received by them at any meeting of such committee strictly confidential.

Observers. For (a) Prior to the IPO, the FS Entities, collectively, shall be entitled to have two observers in addition to the FS Director (the "FS -- Observers") at all regular and special meetings --------- of the Board for so long as a Stockholder the FS Entities, collectively, beneficially owns Voting own Common Stock representing at least 57.5% of the outstanding shares Common Stock. (b) Prior to the IPO and solely for so long as needed by DLJ, upon the advice of Common Stock counsel, to maintain its qualification as a "Venture Capital Operating Company" pursuant to Section 29 C.F.R. (on an as-converted basis)S) 2510.3, such Stockholder the DLJ Investors, by vote of a majority of the outstanding Restricted Securities held by the DLJ Investors, shall be entitled to appoint have one individual to attend observer (the "DLJ Observer", and observe ------------ together with the FS Observers, the "Observers") at all regular and special --------- meetings of the Board or any committee thereof in a non-voting capacity (such individualsfor so long as the DLJ Investors, “Observers”). The Observers will be permitted collectively, beneficially own (i) Restricted Securities representing at least 1.0% of the outstanding Common Stock or (ii) a majority in principal amount of the Notes. (c) The Company shall reimburse each Observer for out-of-pocket expenses, if any, relating to attend attendance at such meetings but only to the same extent that the Company reimburses the non-employee members of the Board for such attendance expenses. Each Observer shall be entitled to receive the same notice of any such meeting as any director, and shall have the right to participate at therein, but shall not have the right to vote on any matter or to be counted for purposes of determining whether a quorum is present thereat. In addition, each Observer shall have the right to receive copies of any action proposed to be taken by written consent of the Board without a meeting. Notwithstanding the foregoing, no action of the Board duly taken in accordance with the laws of the State of Delaware, the Certificate of Incorporation and the By-Laws shall be affected by any failure to have provided notice to any Observer of any meeting of the Board or any committee the taking of which action by the Stockholder’s Director is Board without a member, and (ii) meeting. Any Observer may be required by the Board to receive notice of each temporarily leave a meeting of the Board and if the presence of such committeeObserver at the meeting at such time would prevent the Company from asserting the attorney-client or other privilege with respect to matters discussed before the Board at such time. The FS Entities agree to cause the FS Observers to keep any matters observed or materials received by them at any meeting of the Board strictly confidential. The DLJ Investors agree to cause the DLJ Observer to keep any matters observed or materials received by him or her at any meeting of the Board strictly confidential. (d) With respect to each committee of the Board for which ▇▇▇▇ or the FS Entities agrees in writing to waive its right set forth in Section 4.1(g) hereto, each written consent in lieu ▇▇▇▇ or the FS Entities, as the case may be, shall be entitled to have one observer at all meetings of a meeting and copies such committee (provided that ▇▇▇▇ or the FS Entities, as the case may be, shall at such time be entitled to designate at least one director to the Board pursuant to Section 4.1 hereto). Each such observer shall be entitled to receive the same notice of any materials delivered such meeting as any director that is a member thereof, and shall have the right to participate therein, but shall not have the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided right to the Directors. Under no circumstances shall vote on any Observers matter or to be counted for purposes of votingdetermining whether a quorum is present thereat. In addition, quorum or each such observer shall have the right to receive copies of any other reason or action proposed to be considered taken by written consent of such committee without a Directormeeting. Each Observer shall agree to maintain Notwithstanding the confidentiality of all non-public information and proceedings foregoing, no action of the Board pursuant to such committee duly taken in accordance with the terms and conditions laws of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunderState of Delaware, the Company may exclude an Observer from access Certificate of Incorporation and the By-Laws shall be affected by any failure to have provided notice to any Board observer of any meeting of such committee or the taking of action by such committee materials or information or without a meeting. Any such observer may be required by such committee to temporarily leave a meeting or portion thereof or written consent of the committee if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote presence of such Observer) and/or that observer at the meeting at such access time would reasonably be expected to (i) adversely affect prevent the Company from asserting the attorney-client or other privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to matters discussed before the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or committee at such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excludedtime. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and ▇▇▇▇ agrees to cause its applicable Observer any observer designated by it to not interpose keep any objection to matters observed or materials received by him or her at any meeting of such decisioncommittee strictly confidential. The Observers will not be entitled FS Entities agree to compensation from cause the Companyany observer designated by it to keep any matters observed or materials received by them at any meeting of such committee strictly confidential.

Observers. For so long as a Stockholder beneficially owns Voting Stock representing at least 5% of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder a) Subject to Clause 6.6.2 each Investor shall be entitled to appoint one individual an Observer till such time that the shareholding of such Investor is at least equal to attend and observe meetings the Threshold Shareholding. Provided that a Qualifying Principal Investor who holds less than the Governance Threshold shall have a right to appoint an Observer, only if such Qualifying Principal Investor has not appointed an Investor Nominee Director in accordance with Clause 5.2 above. Subject to Clause 5.2.4(b), such Qualifying Principal Investor’s right to nominate an Observer will cease with effect from the date of appointment of an Investor Nominee Director by that Principal Qualifying Investor. b) If the shareholding of a Qualifying Principal Investor is at least equal to the Governance Threshold, then such Qualifying Principal Investor shall be entitled to appoint an Observer as well as an Investor Nominee Director on the Board of the Company. c) The Observer nominated by the Investor that holds the Threshold Shareholding, shall have the right to receive notices for all Board meetings and all committees thereofand attend the same (whether in person, telephonic or any committee thereof other), in a non-voting capacity (such individuals, “Observers”)Observer capacity. The Observers will be permitted (i) Company shall provide to attend and participate at each meeting of the Board or any committee of which the Stockholder’s Director is a memberObservers, and (ii) to receive notice of each meeting of the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the Directors in connection therewith at the same time concurrently with and in the same manner that such notice and such materials are provided as distributed to the DirectorsDirectors or other voting members of the respective Board, copies of all meeting notices, agendas, Board materials, information, draft resolutions, proposed actions by written Consent, and other communications so distributed. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each It is hereby clarified that an Observer shall agree not have a right to maintain vote in the confidentiality of all non-public information Board Meetings. d) The Observers appointed by Investors that holds the Threshold Shareholding under clause 5.2.4.(a), shall individually be referred to as an “Observer” and proceedings collectively be referred to as “Observers”. e) The concerned Party may appoint Observer(s), by sending a written intimation to the Company. f) The Observers shall have the right to attend each Board Meeting and meetings of the Board pursuant to the terms and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting committees of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decisionif so constituted. The Observers will not be entitled shall also have the right to compensation from receive (i) the Business Plan (including the annual budget) 30 (thirty) days prior to the end of each Financial Year; (ii) MIS Information/reports within 10 (ten) days of the end of each month. The Company and the Promoters shall ensure that no resolution related to the Investor Vote Matters is discussed in a Board Meeting unless the Observer appointed by the Qualifying Principal Investors are present or have waived off their right to attend the Board Meeting, prior to the commencement of the meeting. g) The Company may, on request made by the respective Investor that has appointed an Observer in terms of Clause 5.2.4, reimburse such reasonable expenses as are incurred by the Observers for the purposes of attending the board meetings of the Company, subject only to a cap of INR 20,000 per Observer for each Board Meeting.

Observers. For Prior to an IPO, the FS Entities, collectively, shall be entitled to have two observers in addition to the FS Director (the "FS Observers") at all regular and special meetings of the Board for so long as a Stockholder the FS Entities, collectively, beneficially owns Voting own Common Stock representing at least 57.5% of the outstanding shares Common Stock. Prior to an IPO and solely for so long as needed by DLJ, upon the advice of Common Stock (on an as-converted basis)counsel, such Stockholder to maintain its qualification as a "Venture Capital Operating Company" pursuant to Section 29 C.F.R. Section 2510.3, the DLJ Investors, by vote of a majority of the outstanding Restricted Securities held by the DLJ Investors, shall be entitled to appoint have one individual observer (the "DLJ Observer", and together with the FS Observers and the CalPERS Observer referred to attend below, the "Observers") at all regular and observe special meetings of the Board or any committee thereof in a non-voting capacity (such individualsfor so long as the DLJ Investors, “Observers”). The Observers will be permitted collectively, beneficially own (i) Restricted Securities representing at least 1.0% of the outstanding Common Stock or (ii) a majority in principal amount of the Notes. Prior to attend an IPO, CalPERS shall be entitled to have one observer (the "CalPERS Observer") at all regular and special meetings of the Board for so long as CalPERS or its Affiliates beneficially own any shares of Common Stock. The Company shall reimburse each Observer for out-of-pocket expenses, if any, relating to attendance at such meetings and shall reimburse each Material Securityholder for the out-of-pocket expenses, if any , relating to one representative of such Material Securityholder attending each shareholder meeting of the Company. Each Observer shall be entitled to receive the same notice of any such meeting as any director, and shall have the right to participate at therein, but shall not have the right to vote on any matter or to be counted for purposes of determining whether a quorum is present thereat. In addition, each Observer shall have the right to receive copies of any action proposed to be taken by written consent of the Board without a meeting. Notwithstanding the foregoing, no action of the Board duly taken in accordance with the laws of the State of Delaware, the Certificate of Incorporation and the By-Laws shall be affected by any failure to have provided notice to any Observer of any meeting of the Board or any committee the taking of which action by the Stockholder’s Director is Board without a member, and (ii) meeting. Any Observer may be required by the Board to receive notice of each temporarily leave a meeting of the Board and if the presence of such committeeObserver at the meeting at such time would prevent the Company from asserting the attorney-client or other privilege with respect to matters discussed before the Board at such time. The FS Entities agree to cause the FS Observers to keep any matters observed or materials received by them at any meeting of the Board strictly confidential, subject to applicable law. The DLJ Investors agree to cause the DLJ Observer to keep any matters observed or materials received by him or her at any meeting of the Board strictly confidential, subject to applicable law. CalPERS agrees to cause the CalPERS Observer to keep any matters observed or materials received by him or her at any meeting of the Board strictly confidential, subject to applicable law. With respect to each written consent committee of the Board for which BLUM ▇▇ the FS Entities agrees in lieu writing to waive its right set forth in Section 4.1(g) hereto, BLUM ▇▇ the FS Entities, as the case may be, shall be entitled to have one observer at all meetings of a meeting and copies such committee (provided that BLUM ▇▇ the FS Entities, as the case may be, shall at such time be entitled to designate at least one director to the Board pursuant to Section 4.1 hereto). Each such observer shall be entitled to receive the same notice of any materials delivered such meeting as any director that is a member thereof, and shall have the right to participate therein, but shall not have the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided right to the Directors. Under no circumstances shall vote on any Observers matter or to be counted for purposes of votingdetermining whether a quorum is present thereat. In addition, quorum or each such observer shall have the right to receive copies of any other reason or action proposed to be considered taken by written consent of such committee without a Directormeeting. Each Observer shall agree to maintain Notwithstanding the confidentiality of all non-public information and proceedings foregoing, no action of the Board pursuant to such committee duly taken in accordance with the terms and conditions laws of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunderState of Delaware, the Company may exclude an Observer from access Certificate of Incorporation and the By-Laws shall be affected by any failure to have provided notice to any Board observer of any meeting of such committee or the taking of action by such committee materials or information or without a meeting. Any such observer may be required by such committee to temporarily leave a meeting or portion thereof or written consent of the committee if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote presence of such Observer) and/or that observer at the meeting at such access time would reasonably be expected to (i) adversely affect prevent the Company from asserting the attorney-client or other privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to matters discussed before the relevant Stockholder’s ownership interest in the Company committee at such time. BLUM ▇▇▇ees to cause any observer designated by it to keep any matters observed or rights under the documents entered into in connection with the Transactions) materials received by him or (iii) her at any meeting of such committee strictly confidential. The FS Entities agree to cause the Board (any observer designated by it to keep any matters observed or such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to materials received by them at any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Companycommittee strictly confidential.

Observers. (a) For so long as a Stockholder beneficially owns Voting Stock representing at least 5% of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall be entitled to appoint one individual to attend and observe meetings of the Board or any committee thereof in a non-voting capacity (such individuals, “Observers”). The Observers will be permitted (i) to attend and participate at each meeting of the Board or any committee of which the Stockholder’s Director is a member, and (ii) to receive notice of each meeting of the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board pursuant to the terms and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or such committee) to breach its fiduciary duties; provided, that such exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Company. (b) Any Observer appointed by the Charter Stockholder may be removed (with or without cause) from time to time and at any time by the Charter Stockholder upon notice to the Company, any Observer appointed by the Qurate Stockholder may be removed (with or without cause) from time to time and at any time by the Qurate Stockholder upon notice to the Company, and any Observer appointed by the Cerberus Stockholder may be removed (with or without cause) from time to time and at any time by the Cerberus Stockholder upon notice to the Company.