Common use of Appointment of Observer Clause in Contracts

Appointment of Observer. The Casdin Group shall have the right to agree upon and designate, in a non-voting observer capacity, one representative of the Casdin Group reasonably acceptable to the Company (“Designee”) to attend and observe all meetings of the Company’s Board of Directors (the “Board”) (whether in person, telephonic or otherwise) and such Designee shall be entitled to receive notices of and to attend meetings of the Board, concurrently with the members of the Board, and in the same manner. If the Designee is unable to attend a Board meeting, the Casdin Group shall have the right to select a replacement Designee reasonably acceptable to the Company to attend in its place. The right to attend the Board meetings and receive the information described herein shall not apply to (i) the presentation of information or discussions at Board meetings involving matters which, if provided to or attended by the Designee, or its affiliates (including the Casdin Group entities or their affiliates), would in the reasonable opinion of counsel to the Company, jeopardize the attorney client privilege that would otherwise be afforded to such information or meeting or (ii) any particular matter in which the Designee or its affiliates (including the Casdin Group entities or their affiliates) have an interest that in the determination of a majority of the Board conflicts with the business of the Company. The Casdin Group agrees, and shall cause any Designee to agree in writing prior to attending any meeting of the Board (whether in person, telephonic or otherwise), not to (i) use (for any purpose other than monitoring its investment in the Company) or (ii) reveal to any person or entity (including any entity or employee of such entity in which the Casdin Group entities and their affiliates has an equity interest) outside of the Casdin Group any confidential information learned as a result of the rights granted by this Section 6.02 concerning the organization, business or finances of the Company or any information concerning a third party which the Company is under a duty to keep confidential.

Appointment of Observer. The Casdin Group Investor shall have the right to agree upon and designate, in designate a non-voting observer capacity, one representative of (the Casdin Group reasonably acceptable to the Company (“DesigneeBoard Observer”) to receive notice of and attend and observe all meetings of the Company’s Board of Directors (the “Board”) (whether in person, telephonic or otherwiseelectronic) and such Designee shall be entitled to receive notices of and to attend meetings of the Board, concurrently Board (or any committees thereof) for the purposes of permitting the Board Observer to have current information with respect to the members affairs of the Company and the actions taken by the Board, and in the same manner. If the Designee is unable The Board Observer appointed pursuant to attend a Board meeting, the Casdin Group this Section 3.1 shall have the right to select receive advance copies of all agenda materials and other documents distributed to directors in connection with any meeting and all matters proposed to the Board and the directors of any guarantors, as applicable (and any committees of any such entities), for their unanimous consent, and all minutes of the proceedings of the Company and any guarantors (and any committees of any such entities), subject to Section 3.2. In no event shall the Board Observer: (i) be deemed to be a replacement Designee reasonably acceptable member of the Board or such committees; (ii) have the right to vote on any matter under consideration by the Board or such committees or otherwise have any power to cause the Company to take, or not to take, any action; or (iii) except as expressly set forth in this Agreement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Company to attend in its place. The right to attend the Board meetings and receive the information described herein shall not apply to (i) the presentation of information or discussions at Board meetings involving matters which, if provided to or attended by the Designee, or its affiliates stockholders or any duties (including the Casdin Group entities fiduciary or their affiliates), would in the reasonable opinion of counsel otherwise) otherwise applicable to the Company, jeopardize the attorney client privilege that would otherwise be afforded to such information or meeting or (ii) any particular matter in which the Designee or its affiliates (including the Casdin Group entities or their affiliates) have an interest that in the determination of a majority of the Board conflicts with the business directors of the Company. The Casdin Group agreesInvestor shall designate the Board Observer in writing, who shall be an officer or employee of Investor, and shall cause any Designee to agree in writing prior to attending any meeting of not change the Board (whether in person, telephonic Observer more than once during any 12 month period except with the Board’s consent or otherwise), not to (i) use (for any purpose other than monitoring its investment in the Company) or (ii) reveal to any person or entity (including any entity or employee discontinuation of such entity in which Board Observer’s employment with the Casdin Group entities and their affiliates has an equity interest) outside of the Casdin Group any confidential information learned as a result of the rights granted by this Section 6.02 concerning the organization, business or finances of the Company or any information concerning a third party which the Company is under a duty to keep confidentialInvestor.

Appointment of Observer. The Casdin Group Investor shall have the right to agree upon and designate, in designate a non-voting observer capacity, one representative of (the Casdin Group reasonably acceptable to the Company (“DesigneeBoard Observer”) to receive notice of and attend and observe all meetings of the Company’s Board of Directors (the “Board”) (whether in person, telephonic or otherwiseelectronic) of the Board for the purposes of permitting the Board Observer to have current information with respect to the affairs of the Company and such Designee the actions taken by the Board. The Board Observer shall be entitled to receive notices of and to attend meetings an employee of the Board, concurrently with the members of the BoardInvestor or its Affiliates, and in the same mannerinitial Board Observer shall be Txxxxx X. Xxxxxxxxx. If the Designee is unable The Board Observer appointed pursuant to attend a Board meeting, the Casdin Group this Section 3.1 shall have the right to select receive advance copies of all agenda materials and other documents distributed to directors in connection with any meeting and all matters proposed to the Board for their unanimous consent, and all minutes of the proceedings of the Company, subject to Section 3.2. In no event shall the Board Observer: (i) be deemed to be a replacement Designee reasonably acceptable member of the Board; (ii) have the right to vote on any matter under consideration by the Board or otherwise have any power to cause the Company to take, or not to take, any action; or (iii) except as expressly set forth in this Agreement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Company to attend in its place. The right to attend the Board meetings and receive the information described herein shall not apply to (i) the presentation of information or discussions at Board meetings involving matters which, if provided to or attended by the Designee, or its affiliates stockholders or any duties (including the Casdin Group entities fiduciary or their affiliates), would in the reasonable opinion of counsel otherwise) otherwise applicable to the Company, jeopardize the attorney client privilege that would otherwise be afforded to such information or meeting or (ii) any particular matter in which the Designee or its affiliates (including the Casdin Group entities or their affiliates) have an interest that in the determination of a majority of the Board conflicts with the business directors of the Company. The Casdin Group agreesInvestor shall designate the Board Observer in writing, who shall be an officer or employee of Investor, and shall cause not change the Board Observer more than once during any Designee 12 month period except with the Board’s consent or the discontinuation of such Board Observer’s employment with the Investor. To the extent that the Investor’s Board Observer is no longer employed by the Investor or its Affiliates, or if the Investor wishes to agree in writing prior to attending any meeting replace the Board Observer and designate a different employee of the Investor or its Affiliates to be the Board (whether in personObserver, telephonic or otherwise), not to (i) use (for any purpose other than monitoring its investment in the Company) or (ii) reveal to any person or entity (including any entity or employee of such entity in which the Casdin Group entities and their affiliates has an equity interest) outside of the Casdin Group any confidential information learned as a result of the rights granted by this Section 6.02 concerning the organization, business or finances of Investor shall consult with the Company or any information concerning and the parties agree to work together in good faith to find a third party which mutually acceptable replacement; provided, however, that Investor shall ultimately have the Company is under a duty discretion to keep confidentialname such replacement.

Appointment of Observer. The Casdin Group At all times during which SciGames is the beneficial owner of five percent (5%) or more of the issued and outstanding common shares of the Company (the "Ownership Threshold"), SciGames shall have the right from time to agree upon and designate, time to designate one (1) observer (the "Observer") who shall be entitled to attend each meeting of the Board of Directors of the Company (the "Board") in a non-voting observer voting, non-compensatory capacity. The Observer shall have no power or authority whatsoever to make any decisions regarding or otherwise bind the Company. Any vacancy created by the death, one representative resignation or removal of the Casdin Group reasonably acceptable Observer shall be filled only by SciGames. The Company shall provide to the Company (“Designee”) to attend and observe all meetings of the Company’s Board of Directors (the “Board”) (whether in person, telephonic or otherwise) and such Designee shall be entitled to receive notices of and to attend meetings of the BoardObserver, concurrently with the members of the Board, Board and in the same manner. If the Designee is unable to attend a Board meeting, the Casdin Group shall have the right to select a replacement Designee reasonably acceptable to the Company to attend in its place. The right to attend the Board notice of any and all meetings and receive the information described herein shall not apply to (i) the presentation of information or discussions at Board meetings involving matters which, if provided to or attended by the Designee, or its affiliates (including the Casdin Group entities or their affiliates), would in the reasonable opinion of counsel to the Company, jeopardize the attorney client privilege that would otherwise be afforded to such information or meeting or (ii) any particular matter in which the Designee or its affiliates (including the Casdin Group entities or their affiliates) have an interest that in the determination of a majority of the Board conflicts with and a copy of all materials delivered to members of the business Board in advance of such meeting. The Company shall reimburse the Observer for his or her reasonable expenses (including travel and lodging) incurred in attending meetings of the Board promptly after the Company's receipt of appropriate documentation substantiating such expenses; provided that the Company shall not be obligated to reimburse the Observer for such aggregate annual expenses in excess of $10,000. Effective on the date hereof, SciGames hereby designates Xxxxxx X. Xxxxxxx as its initial Observer. The Company hereby represents and warrants to SciGames that it has taken all action necessary or appropriate in respect of its corporate governance documents, including its Articles of Incorporation, Bylaws and any shareholders agreements to effect the right of appointment set forth in this Section B. The Company shall indemnify, defend and hold harmless SciGames and the Observer against any and all expenses, including attorney's fees, judgments, penalties, fines, and amounts paid in settlement, actually and reasonably incurred thereby arising out of or related to actions taken by the Board to the same extent that it indemnifies, defends and holds harmless directors on the Board, but at no time less than to the fullest extent of the law. The Company shall promptly notify SciGames in the event that the number of shares of the Company's common stock that are beneficially held by SciGames falls below the Ownership Threshold and shall fulfill its obligations in this Section B to reimburse and indemnify the Observer and SciGames, as applicable, for all periods prior to the date SciGames receives such notice. The Casdin Group agrees, and terms of this Section B. shall cause any Designee to agree in writing prior to attending any meeting survive the acceptance of the Board (whether in person, telephonic or otherwise), not to (i) use (for any purpose other than monitoring its investment in this Agreement by the Company) or (ii) reveal to any person or entity (including any entity or employee of such entity in which the Casdin Group entities and their affiliates has an equity interest) outside of the Casdin Group any confidential information learned as a result of the rights granted by this Section 6.02 concerning the organization, business or finances of the Company or any information concerning a third party which the Company is under a duty to keep confidential.

Appointment of Observer. The group consisting of CLSP, L.P., CLSP II, L.P., CLSP-SBS I, L.P. and CLSP-SBS II, L.P. (collectively, the “Casdin Group Group”) and the group consisting of Quantum Industrial Partners LDC and Quantum Partners LDC (collectively, the “Sxxxx Group”) shall have the right to agree upon and designate, in a non-voting observer capacity, one representative of both the Casdin Group and the Sxxxx Group (or, at the option of the Casdin Group and the Sxxxx Group, one representative for each of the Casdin Group and the Sxxxx Group) reasonably acceptable to the Company (“Designee,” or if applicable, “Designees”) to attend and observe all meetings of the Company’s Board of Directors (the “Board”) (whether in person, telephonic or otherwise) and such Designee or Designees shall be entitled to receive notices of and to attend meetings of the Board, concurrently with the members of the Board, and in the same manner. If the Designee is or Designees are unable to attend a Board meeting, the Casdin Group and the Sxxxx Group shall have the right to select a replacement Designee or Designee reasonably acceptable to the Company to attend in its his or their place. The right to attend the Board meetings and receive the information described herein shall not apply to (i) the presentation of information or discussions at Board meetings involving matters which, if provided to or attended by the DesigneeDesignee or Designees, or its or their affiliates (including the Casdin Group entities or their affiliates and the Sxxxx Group entities and their affiliates), would in the reasonable opinion of counsel to the Company, jeopardize the attorney client privilege that would otherwise be afforded to such information or meeting or (ii) any particular matter in which the Designee or Designees or its or their affiliates (including the Casdin Group entities or their affiliates and the Sxxxx Group entities and their affiliates) have an interest that in the determination of a majority of the Board conflicts with the business of the Company. The Casdin Group agreesand the Sxxxx Group agree, and shall cause any Designee or Designees to agree in writing prior to attending any meeting of the Board (whether in person, telephonic or otherwise), not to (i) use (for any purpose other than monitoring its investment in the Company) or (ii) reveal to any person or entity (including any entity or employee of such entity in which the Casdin Group entities and their affiliates and/or the Sxxxx Group entities and their affiliates has an equity interest) outside of the Casdin Group and the Sxxxx Group any confidential information learned as a result of the rights granted by this Section 6.02 7.01 concerning the organization, business or finances of the Company or any information concerning a third party which the Company is under a duty to keep confidential.