Common use of Observers Clause in Contracts

Observers. Each Sponsor and MCK shall have the right, exercisable by delivering notice to the Company, to designate one (1) non-voting observer to attend any meetings of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing. Notice of meetings of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof shall be furnished (together with all materials to be provided to the Board of Directors) to each non-voting observer no later than, and using the same form of communication as, notice of meetings of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, as the case may be, that are furnished to the members of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echo, the Company or its Subsidiaries, as the case may be, shall be entitled to remove such observer from such portions of a meeting of the Board of Directors, the Board of Managers, the boards of directors or equivalent governing bodies of any of Echo’s Subsidiaries or any committees thereof, in each case, to the extent such observer’s presence would be likely to result in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h) shall be permitted to attend any meeting of any of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing, in each case, using the same form of communication permitted for members of such Board of Directors, boards of directors and equivalent governing bodies of Echo’s Subsidiaries or any committees thereof.

Observers. Each Sponsor and MCK One or more non-voting observers to the Board and/or its committees may be selected by the Shareholders. Any such observer shall have hold such position until the rightobserver’s successor is selected, exercisable or until the observer’s resignation or removal. An observer may resign by delivering written notice to the CompanyCorporation. The resignation is effective on its receipt by the Corporation or at a subsequent time as set forth in the notice of resignation. Subject to the provisions of any Shareholder Agreement, to designate one (1) non-voting an observer may be removed, with or without cause, by the Shareholders, and thereupon the term of the observer who shall have been so removed shall forthwith terminate. Each observer shall be entitled to attend any all meetings (including telephonic meetings) of the Board and the Board’s committees to which it has been granted observer rights. Each observer shall be entitled to receive (x) notices of all meetings of the Board of Directors, and the boards of directors Board’s committees to which it has been granted observer rights and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of (y) all information delivered to the foregoing. Notice of meetings members of the Board and the Board’s committees to which it has been granted observer rights in connection with such meetings, in each case to the extent and at the same time such notice and information is delivered to the members of Directorsthe Board and its committees. Notwithstanding the foregoing, the boards Chairperson of directors the Board (if the office is filled) or the President & CEO shall (a) excuse any observer from any portion of a Board meeting or a meeting of its committees to the extent such observer’s participation in such meeting is reasonably likely to adversely affect the attorney/client privilege of the Corporation and equivalent governing bodies of Echo’s Subsidiaries its legal advisors and (b) withhold information from any committees thereof shall be furnished (together with all materials to be provided observer delivered to the Board of Directors) and the Board’s committees to each non-voting which it has been granted observer no later than, and using the same form of communication as, notice of meetings rights prior to a meeting of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereofor, as the case may be, that are furnished to such committee, in each case if the members Chairperson of the Board (if the office is filled) or the President & CEO believes there is a reasonable likelihood that the receipt of Directors, such information by the Board of Managers, observer may adversely affect the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echo, the Company or its Subsidiaries, as the case may be, shall be entitled to remove such observer from such portions of a meeting attorney/client privilege of the Board of Directors, the Board of Managers, the boards of directors or equivalent governing bodies of any of Echo’s Subsidiaries or any committees thereof, in each case, to the extent such observer’s presence would be likely to result in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h) shall be permitted to attend any meeting of any of the Board of Directors, the boards of directors Corporation and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing, in each case, using the same form of communication permitted for members of such Board of Directors, boards of directors and equivalent governing bodies of Echo’s Subsidiaries or any committees thereofits legal advisors.

Observers. Each Sponsor and MCK shall have the right, exercisable by delivering notice (a) Prior to the CompanyIPO, the FS Entities, collectively, shall be entitled to designate one have two observers in addition to the FS Director (1the "FS -- Observers") non-voting observer to attend any at all regular and special meetings of the Board for so long as the --------- FS Entities, collectively, beneficially own Common Stock representing at least 7.5% of Directorsthe outstanding Common Stock. (b) Prior to the IPO and solely for so long as needed by DLJ, upon the advice of counsel, to maintain its qualification as a "Venture Capital Operating Company" pursuant to Section 29 C.F.R. (S) 2510.3, the boards DLJ Parties, by vote of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either a majority of the foregoing. Notice of outstanding Restricted Securities held by the DLJ Parties, shall be entitled to have one observer (the "DLJ Observer", and ------------ together with the FS Observers, the "Observers") at all regular and special --------- meetings of the Board for so long as the DLJ Parties, collectively, beneficially own (i) Restricted Securities representing at least 1.0% of Directorsthe 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, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof shall be furnished (together with all materials if any, relating to be provided attendance at such meetings but only to the Board of Directors) to each same extent that the Company reimburses the non-voting observer no later than, and using the same form of communication as, notice of meetings of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, as the case may be, that are furnished to the employee members of the Board for such attendance expenses. Each Observer shall be entitled to receive the same notice of Directorsany such meeting as any director, and shall have the right to participate 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 the taking of Managers, action by the boards Board without a meeting. Any Observer may be required by the Board to temporarily leave a meeting of directors and equivalent governing bodies the Board if the presence of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echo, such Observer 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 ▇▇▇▇ or the FS Entities agrees in writing to waive its Subsidiariesright set forth in Section 4.1(g) hereto, ▇▇▇▇ or the FS Entities, as the case may be, shall be entitled to remove have one observer at all meetings of 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 from shall be entitled to receive the same notice of any such portions meeting as any director that is a member thereof, and shall have the right to participate 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 such observer shall have the right to receive copies of any action proposed to be taken by written consent of such committee without a meeting. Notwithstanding the foregoing, no action of the such committee 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 such committee or the taking of action by such committee without a meeting. Any such observer may be required by such committee to temporarily leave a meeting of the Board committee if the presence of Directors, such observer at the Board of Managers, meeting at such time would prevent the boards of directors Company from asserting the attorney-client or equivalent governing bodies of other privilege with respect to matters discussed before the committee at such time. ▇▇▇▇ agrees to cause any of Echo’s Subsidiaries or any committees thereof, in each case, to the extent such observer’s presence would be likely to result in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h) shall be permitted by it to attend keep any matters observed or materials received by him or her at any meeting of such committee strictly confidential. The FS Entities agree to cause the any of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and observer designated by it to keep any committees of either of the foregoing, in each case, using the same form of communication permitted for members matters observed or materials received by them at any meeting of such Board of Directors, boards of directors and equivalent governing bodies of Echo’s Subsidiaries or any committees thereofcommittee strictly confidential.

Observers. Each Sponsor and MCK (a) Prior to an IPO, the FS Entities, collectively, shall be entitled to have the right, exercisable by delivering notice two observers in addition to the Company, to designate one FS Director (1the "FS Observers") non-voting observer to attend any at all ------------ regular and special meetings of the Board for so long as the FS Entities, collectively, beneficially own Common Stock representing at least 7.5% of Directorsthe outstanding Common Stock. (b) Prior to an IPO and solely for so long as needed by DLJ, upon the advice of counsel, to maintain its qualification as a "Venture Capital Operating Company" pursuant to Section 29 C.F.R. (S) 2510.3, the boards DLJ Investors, by vote of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either a majority of the foregoing. Notice of outstanding Restricted Securities held by the DLJ Investors, shall be entitled to have one observer (the "DLJ Observer", and together with ------------ the FS Observers and the CalPERS Observer referred to below, the "Observers") at --------- all regular and special meetings of the Board for so long as the DLJ Investors, collectively, beneficially own (i) Restricted Securities representing at least 1.0% of Directorsthe outstanding Common Stock or (ii) a majority in principal amount of the Notes. (c) Prior to an IPO, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof CalPERS shall be furnished entitled to have one observer (together with the "CalPERS Observer") at all materials to be provided to the Board of Directors) to each non-voting observer no later than, regular and using the same form of communication as, notice of special meetings of the Board for so ---------------- long as CalPERS or its Affiliates beneficially own any shares of DirectorsCommon 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 Board out-of-pocket expenses, if any , relating to one representative of Managerssuch 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 boards right to participate therein, but shall not have the right to vote on any matter or to be counted for purposes of directors and equivalent governing bodies determining whether a quorum is present thereat. In addition, each Observer shall have the right to receive copies of Echo’s Subsidiaries and any committees thereof, as the case may be, that are furnished action proposed to the members be taken by written consent of the Board without a meeting. Notwithstanding the foregoing, no action of Directorsthe 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 the taking of Managers, action by the boards Board without a meeting. Any Observer may be required by the Board to temporarily leave a meeting of directors and equivalent governing bodies the Board if the presence of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echo, such Observer 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. (e) With respect to each committee of the Board for which ▇▇▇▇ or the FS Entities agrees in writing to waive its Subsidiariesright set forth in Section 4.1(g) hereto, ▇▇▇▇ or the FS Entities, as the case may be, shall be entitled to remove have one observer at all meetings of 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 from shall be entitled to receive the same notice of any such portions meeting as any director that is a member thereof, and shall have the right to participate 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 such observer shall have the right to receive copies of any action proposed to be taken by written consent of such committee without a meeting. Notwithstanding the foregoing, no action of the such committee 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 such committee or the taking of action by such committee without a meeting. Any such observer may be required by such committee to temporarily leave a meeting of the Board committee if the presence of Directors, such observer at the Board of Managers, meeting at such time would prevent the boards of directors Company from asserting the attorney-client or equivalent governing bodies of other privilege with respect to matters discussed before the committee at such time. ▇▇▇▇ agrees to cause any of Echo’s Subsidiaries or any committees thereof, in each case, to the extent such observer’s presence would be likely to result in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h) shall be permitted by it to attend keep any matters observed or materials received by him or her at any meeting of such committee strictly confidential. The FS Entities agree to cause the any of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and observer designated by it to keep any committees of either of the foregoing, in each case, using the same form of communication permitted for members matters observed or materials received by them at any meeting of such Board of Directors, boards of directors and equivalent governing bodies of Echo’s Subsidiaries or any committees thereofcommittee strictly confidential.

Observers. Each Sponsor For so long as Sequoia or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Sequoia shall be entitled to appoint one observer to attend all meetings of the Board and MCK shall have all subcommittees of the rightBoard, exercisable by delivering notice to the Company, to designate one (1) in a non-voting observer capacity (the “Sequoia Observer”). For so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Greenwoods shall be entitled to appoint one observer to attend any all meetings of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either all subcommittees of the foregoingBoard, in a non-voting observer capacity (the “Greenwoods Observer”). Notice For so long as DST or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of Directorsthe Board, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof shall be furnished (together with all materials to be provided to the Board of Directors) to each in a non-voting observer no later thancapacity (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, and using the same form of communication as, notice of Walmart shall be entitled to appoint one observer to attend all meetings of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, as the case may be, that are furnished to the members all subcommittees of the Board Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of Directorsits Affiliates holds any Preferred Shares or Ordinary Shares, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echo, the Company or its Subsidiaries, as the case may be, JD shall be entitled to remove such appoint one observer from such portions of a meeting to attend all meetings of the Board and all subcommittees of Directorsthe Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia Observer, the Board of ManagersGreenwoods Observer, the boards DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of directors or equivalent governing bodies of any of Echo’s Subsidiaries or any committees thereofall notices, in each caseminutes, consents, and other materials that the Company provides to the extent such observer’s presence would be likely to result in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h) shall be permitted to attend any meeting of any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of Directorssubcommittees of the Board; provided, however, that the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of Observers shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if the Company believes, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled to be reimbursed for all reasonable out-of-pocket expenses incurred in each case, using the same form of communication permitted for members of such Board of Directors, boards of directors and equivalent governing bodies of Echo’s Subsidiaries connection with attending board or any committees thereofcommittee meetings.

Observers. Each Sponsor and MCK (a) Prior to an IPO, the FS Entities, collectively, shall be entitled to have the right, exercisable by delivering notice two observers in addition to the Company, to designate one FS Director (1the "FS Observers") non-voting observer to attend any at all regular ------------ and special meetings of the Board for so long as the FS Entities, collectively, beneficially own Common Stock representing at least 7.5% of Directorsthe outstanding Common Stock. (b) Prior to an IPO and solely for so long as needed by DLJ, upon the advice of counsel, to maintain its qualification as a "Venture Capital Operating Company" pursuant to Section 29 C.F.R. (S) 2510.3, the boards DLJ Investors, by vote of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either a majority of the foregoing. Notice of outstanding Restricted Securities held by the DLJ Investors, shall be entitled to have one observer (the "DLJ Observer", and together with the FS Observers and ------------ the CalPERS Observer referred to below, the "Observers") at all regular and --------- special meetings of the Board for so long as the DLJ Investors, collectively, beneficially own (i) Restricted Securities representing at least 1.0% of Directorsthe outstanding Common Stock or (ii) a majority in principal amount of the Notes. (c) Prior to an IPO, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof CalPERS shall be furnished entitled to have one observer (together with the "CalPERS Observer") at all materials to be provided to the Board of Directors) to each non-voting observer no later than, regular and using the same form of communication as, notice of special meetings of the Board for so long ---------------- as CalPERS or its Affiliates beneficially own any shares of DirectorsCommon 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 Board out-of-pocket expenses, if any , relating to one representative of Managerssuch 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 boards right to participate therein, but shall not have the right to vote on any matter or to be counted for purposes of directors and equivalent governing bodies determining whether a quorum is present thereat. In addition, each Observer shall have the right to receive copies of Echo’s Subsidiaries and any committees thereof, as the case may be, that are furnished action proposed to the members be taken by written consent of the Board without a meeting. Notwithstanding the foregoing, no action of Directorsthe 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 the taking of Managers, action by the boards Board without a meeting. Any Observer may be required by the Board to temporarily leave a meeting of directors and equivalent governing bodies the Board if the presence of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echo, such Observer 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. (e) With respect to each committee of the Board for which ▇▇▇▇ or the FS Entities agrees in writing to waive its Subsidiariesright set forth in Section 4.1(g) hereto, ▇▇▇▇ or the FS Entities, as the case may be, shall be entitled to remove have one observer at all meetings of 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 from shall be entitled to receive the same notice of any such portions meeting as any director that is a member thereof, and shall have the right to participate 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 such observer shall have the right to receive copies of any action proposed to be taken by written consent of such committee without a meeting. Notwithstanding the foregoing, no action of the such committee 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 such committee or the taking of action by such committee without a meeting. Any such observer may be required by such committee to temporarily leave a meeting of the Board committee if the presence of Directors, such observer at the Board of Managers, meeting at such time would prevent the boards of directors Company from asserting the attorney-client or equivalent governing bodies of other privilege with respect to matters discussed before the committee at such time. ▇▇▇▇ agrees to cause any of Echo’s Subsidiaries or any committees thereof, in each case, to the extent such observer’s presence would be likely to result in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h) shall be permitted by it to attend keep any matters observed or materials received by him or her at any meeting of such committee strictly confidential. The FS Entities agree to cause the any of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and observer designated by it to keep any committees of either of the foregoing, in each case, using the same form of communication permitted for members matters observed or materials received by them at any meeting of such Board of Directors, boards of directors and equivalent governing bodies of Echo’s Subsidiaries or any committees thereofcommittee strictly confidential.

Observers. Each Sponsor and MCK shall have the right, exercisable by delivering notice to the Company, to designate one (1) non-voting observer to attend any meetings of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing. Notice of meetings of the Board of Directors, the boards of directors and equivalent governing bodies Table of Contents of Echo’s Subsidiaries and any committees thereof shall be furnished (together with all materials to be provided to the Board of Directors) to each non-voting observer no later than, and using the same form of communication as, notice of meetings of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, as the case may be, that are furnished to the members of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echo, the Company or its Subsidiaries, as the case may be, shall be entitled to remove such observer from such portions of a meeting of the Board of Directors, the Board of Managers, the boards of directors or equivalent governing bodies of any of Echo’s Subsidiaries or any committees thereof, in each case, to the extent such observer’s presence would be likely to result in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h3.1(g) shall be permitted to attend any meeting of any of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing, in each case, using the same form of communication permitted for members of such Board of Directors, boards of directors and equivalent governing bodies of Echo’s Subsidiaries or any committees thereof.

Observers. (a) The Observers on the Steering Committee shall be as follows: (i) One (1) representative selected (and from time to time replaced) by MCC (the “MCC Observer”); provided that MCC may designate an alternate representative to attend one or more meetings of the Steering Committee at MCC's discretion; (ii) The Director of the Environment Unit; and (iii) The General Manager of the Vanuatu Tourism Office (together with the Director of the Environment Unit, “Other Observers”). (b) Each Sponsor of the Observers may designate an alternate representative to attend one or more meetings of the Steering Committee in the event that such Observer is unable to attend. Each Other Observer shall serve in his or her capacity as a Government official and MCK not in his or her personal capacity. If a person serving as an Other Observer resigns or is removed from such Government office, that person's position as an Observer will be taken by such person's successor in such Government office or, subject to approval by the Government and MCC, by another government official of comparable rank from a ministry or other government body relevant to Program activities. (c) The Observers shall not have any voting rights with respect to any action to be taken by the Steering Committee. Except as otherwise expressly provided in this Agreement, each Observer shall have the rightright to attend all meetings of the Steering Committee, exercisable by delivering notice participate in discussions of the Steering Committee, and receive all information and documents provided to the CompanySteering Committee, together with any other rights (other than voting rights) granted to designate one a Voting Member of the Steering Committee pursuant to this Agreement, including access to records, employees or facilities. (1d) Each of the Government and MCA-Vanuatu hereby waives and releases all claims related to any liability or action arising out of each Observer's role as a non-voting observer on the Steering Committee. In all matters arising under or relating to attend any meetings the Compact, this Agreement, or the activities of MCA-Vanuatu, the MCC Observer shall not, in accordance with Section 3(d)(ii)(5) of Annex 1 of the Board of DirectorsCompact, be subject to the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either jurisdiction of the foregoing. Notice courts or any other body of meetings of the Board of DirectorsVanuatu, the boards of directors nor to any arbitral body, and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof nothing in such agreements or activities shall be furnished (together with all materials to be provided to the Board of Directors) to each non-voting observer no later than, and using the same form of communication as, notice of meetings of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, construed as the case may be, that are furnished consent by an MCC Observer to the members of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echo, the Company or its Subsidiaries, as the case may be, shall be entitled to remove such observer from such portions of a meeting of the Board of Directors, the Board of Managers, the boards of directors or equivalent governing bodies of any of Echo’s Subsidiaries or any committees thereof, in each case, to the extent such observer’s presence would be likely to result in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h) shall be permitted to attend any meeting of any of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing, in each case, using the same form of communication permitted for members of such Board of Directors, boards of directors and equivalent governing bodies of Echo’s Subsidiaries or any committees thereofjurisdiction.

Observers. Each Sponsor (a) In addition to its other rights under this Agreement, Naxos shall be entitled to designate one (1) non-voting observer, who is initially expected to be Mr. ▇▇▇▇▇▇ ▇▇▇▇▇ (the “Naxos Observer”) and MCK Mitsui CVP shall have the right, exercisable by delivering notice to the Company, be entitled to designate one (1) non-voting observer (the “Mitsui Observer”). The Board may allow for one (1) additional non-voting observer, acting as representative of an Investor other than Naxos and Mitsui CVP or of other group(s) of Shareholders (the “Other Observer”, and collectively with the Naxos Observer and the Mitsui Observer, the “Observers”). (b) The Observers shall be entitled to attend any be present at all meetings of the Board of Directors(and each committee thereof) (each, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing. Notice of a “Corporation Governing Body”), as well as at all meetings of the Board of Directors, the boards board of directors (or similar governing body) of all direct and equivalent governing bodies indirect Subsidiaries of Echo’s Subsidiaries the Corporation (and any committees thereof each committee thereof) (each, a “Subsidiary Governing Body”). The Corporation shall be furnished (together with all materials to be provided to notify the Board Observers of Directors) to each non-voting observer no later thanmeeting of each Corporation Governing Body and each meeting of each Subsidiary Governing Body, including the time and using place of such meeting, in the same form manner and at the same times as the members of communication as, notice of meetings of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereofsuch Corporation Governing Body or Subsidiary Governing Body, as the case may be, that are furnished notified. (c) Each Observer shall (i) have the same access to information concerning the business and operations of the Corporation and its Subsidiaries, including, but not limited to, notes, minutes and consents, at the same times as the members of each Corporation Governing Body or Subsidiary Governing Body may receive access to such information, (ii) be entitled to participate in discussions of the affairs, finances and accounts of, and consult with, and make proposals and furnish advice to, the Corporation Governing Bodies and the Subsidiary Governing Bodies, and the members of the Board Corporation Governing Bodies and the Subsidiary Governing Bodies and the Corporation shall use its best efforts to cause the officers of Directorsthe Corporation and its Subsidiaries to take such proposals or advice seriously and give due consideration thereto, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echonothing herein is intended to require compliance with any such proposal or advice or to impose liability for any failure so to comply, the Company or its Subsidiariesand (iii) be provided with copies of all notices, as the case may beminutes, shall be entitled to remove such observer from such portions consents, and forms of a meeting consents in lieu of meetings of the Board Corporation Governing Bodies and the Subsidiary Governing Bodies and all other material that the Corporation or any of Directors, the Board of Managers, the boards of directors or equivalent governing bodies its Subsidiaries provides to members of any of Echo’s Subsidiaries Corporation Governing Body or any committees thereofSubsidiary Governing Body as such, in each case, to the extent such observer’s presence would be likely to result in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h) shall be permitted to attend any meeting of any of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing, in each case, using case at the same form of communication permitted for members of time or times as such Board of Directorsnotices, boards of directors and equivalent governing bodies of Echo’s Subsidiaries minutes, consents or any committees thereofforms are issued or circulated by or to, or such other material is provided to, such members.

Observers. Each Sponsor Purchaser who purchases at least 531,915 shares of Series A Convertible Preferred Stock, and MCK so long as such Purchaser continues to beneficially own at least 531,915 shares of Series A Convertible Preferred Stock or Common Stock (as adjusted for a Recapitalization Event), may designate one person to serve as an observer (an "OBSERVER"). An observer shall have be entitled (i) to receive the right, exercisable same notice in respect of all meetings (both regular and special) of the Board of Directors and each committee thereof (other than the Audit Committee and Compensation Committee) as required to be furnished to members of the Board of Directors of such committee by delivering notice to law or by the Certificate of Incorporation or the Bylaws of the Company, to designate one (1ii) non-voting observer to attend any all meetings of the Board of DirectorsDirectors and each committee thereof (other than the Audit Committee and Compensation Committee), the boards of directors (iii) to receive all information and equivalent governing bodies of Echo’s Subsidiaries and any committees of either reports which are furnished to members of the foregoing. Notice Board of Directors and each committee thereof (including the Audit Committee and Compensation Committee) at the time so furnished, and (iv) to participate in all discussions conducted at meetings of the Board of Directors, Directors and each committee thereof (other than the boards Audit Committee and Compensation Committee). In the event that the directors are discussing or voting on matters that directly relate to any business dealings between the Company and (i) any Purchaser beneficially owning at least 531,915 shares of directors and equivalent governing bodies of Echo’s Subsidiaries and Series A Convertible Preferred Stock or (ii) any committees thereof shall be furnished (together other vendor that competes with all materials to be provided to the Board of Directors) to each non-voting a Purchaser that has observer no later than, and using the same form of communication as, notice of meetings of the Board of Directorsrights hereunder, the Board may recuse all (but not less than all) of Managersthe Observers until such matters have been concluded. An Observer may share any information gained from presence at such meetings with the Purchaser that designated such Observer and such Purchaser's employees, officers, directors, attorneys and advisors (collectively, the boards of directors "PURCHASER'S REPRESENTATIVES"), but such information shall otherwise be kept confidential by the Observer, Purchaser and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, as the case may be, that are furnished Purchaser's Representatives to the members of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, respectively; provided, same extent that Echo, financial information or other confidential information with regard to the Company or its Subsidiaries, as the case may be, shall is required to be entitled to remove such observer from such portions of a meeting of the Board of Directors, the Board of Managers, the boards of directors or equivalent governing bodies of any of Echo’s Subsidiaries or any committees thereof, kept confidential in each case, to the extent such observer’s presence would be likely to result in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h) shall be permitted to attend any meeting of any of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing, in each case, using the same form of communication permitted for members of such Board of Directors, boards of directors and equivalent governing bodies of Echo’s Subsidiaries or any committees thereofaccordance with SECTION 7.3.