Common use of Board Observation Rights Clause in Contracts

Board Observation Rights. To the extent the Combination Closing Date has occurred, Required Purchasers shall be entitled to designate one observer (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of the Acquiror (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Issuer shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the other.

Board Observation Rights. To the extent the Combination Closing Date has occurred, Required Purchasers The Administrative Agent shall be entitled to designate one observer (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of the Acquiror Parent (or, in each case, or its direct or indirect ultimate parent holding company) or any relevant committees thereof)of its Subsidiaries, except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror Parent (or its direct or indirect ultimate parent holding company) at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings (which shall be held no less than once per quarter) at the same time and in the same manner as notice is given to the other members of the Board of Directors and will be given written notice of all proposed actions to be taken by the Board of Directors of the Parent (or any relevant committee thereofits direct or indirect ultimate parent holding company) of the Acquiror at such meeting as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function of the Parent (or any relevant committee thereofits direct or indirect ultimate parent holding company) of the Acquiror in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.0712.19 of this Agreement. The Issuer Borrower shall reimburse the Board Observer for all reasonable and documented out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding any rights granted hereunder, Parent shall have the foregoing, right to exclude the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: if (iA) access to such information or attendance at such meeting or portion thereof would, in the reasonable discretion of the Board of Directors of Parent, adversely affect the attorney-client privilege held by Parent or any of its Subsidiaries, (B) the subject matter under discussion or the subject of such materials or such meeting is the Secured Parties or any other matter that is exclusively relating to or arising out of the Obligations, (C) such exclusion or denial is necessary or advisable, in the reasonable discretion of the Board of Directors, to discharge the directors’ or managers’ fiduciary duty, or (D) the Board of Directors concludes in good faith, upon advice faith believes that there is a legitimate business interest as a result of a conflict or potential conflict of interest with the Secured Parties to do so or such exclusion is reasonably prudent with respect to maintaining the confidential nature of the Acquiror’s counsel, material or meeting or portion thereof; provided that such exclusion is necessary shall be limited to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a the material and/or meeting that is an executive session limited solely the basis for such exclusion and shall not extend to independent director members any portion of the Board material and/or meeting that does not involve or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and pertain to such limitation is reasonably necessary with respect exclusion (to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the otherextent reasonably severable).

Board Observation Rights. To (a) Holdings shall permit one individual representing the extent Lenders and appointed by the Combination Closing Date has occurred, Required Purchasers shall be entitled to designate one observer Administrative Agent (the “Board Observer”) to attend any regular meeting and observe (a “BOD Meeting”but not vote) at all meetings of Holdings’ Board, whether in person, by telephone or otherwise as reasonably requested by the Board of Directors of Observer. Holdings shall notify the Acquiror Observer in writing at least five (5) Business Days in advance (or, if a shorter notice period is reasonably necessary given the circumstances, as soon as possible and in all circumstances at least twenty-four (24) hours in advance) of (i) the date and time for each case, general or special meeting of Holdings’ Board and (ii) the adoption of any relevant committees thereof), except that the resolutions or actions by Holdings’ Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given thereof by written notice of all proposed actions to be taken by the Board of Directors consent (or any relevant committee thereof) of the Acquiror as if the Board Observer were a member thereof. Such notice shall describe describing, in reasonable detail detail, the nature and substance of such action). Concurrently with notice to the matters member of Holdings’ Board of any such meeting, Holdings shall deliver or cause to be discussed and/or voted upon at delivered to the Observer all notices and any material delivered to any members of such Board in connection with the applicable meeting (or the proposed actions action to be taken by written consent consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. Prior to such meeting or adoption by written consent, the Observer shall be free to contact one or more members of Holdings’ Board or committee and discuss the pending actions to be taken. Holdings’ Board may meet in executive session without the Observer present to the extent such Board or committee determines in good faith that the issue to be discussed at such session is not appropriate to be discussed with the Observer because (i) such issue directly involves the Loan Documents and discussion thereof would result in a meeting)conflict of interest with the Lenders with respect thereto or (ii) the discussion of such issue in the presence of the Observer would result in the loss of attorney-client privilege. The Board Observer shall have the right to receive all information provided may only be excluded from meetings or executive sessions to the members extent the matter being discussed is of the Board of Directors a type described in clauses (i) or any similar group performing an executive oversight or similar function (or any relevant committee thereofii) of the Acquiror in anticipation of or at such meeting above. (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Issuer shall b) Holdings reimburse the Board Observer for all its reasonable out-of-pocket costs expenses (including the cost of travel, meals and expenses incurred lodging) in connection with its participation the Observer’s attendance of such meetings in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board accordance with Holdings’ policies for reimbursement of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the otherdirectors.

Board Observation Rights. To the extent the Combination Closing Date has occurred, Required Purchasers shall be entitled to designate (i) Permit one observer designated by the Collateral Agent (the “"Board Observer”") to attend any regular meeting (a “"BOD Meeting”") of the Board of Directors of the Acquiror Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. The ; (ii) hold BOD Meetings no less than once per calendar quarter; (iii) notify the Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror as if Parent (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries at such meeting in a manner consistent with such notice provided to members of the Board of Directors or relevant committee thereof; (iv) provide to the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror Parent (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and members (it being understood that the Board Observer shall be required to keep such materials and information confidential in accordance with Section 12.07. The Issuer shall 12.19 of this Agreement); and (v) with respect to two BOD Meetings per year, reimburse the Board Observer Observer, upon request, for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding ; provided, that if counsel to the foregoingParent or such Subsidiary advises the Parent or such Subsidiary that in its reasonable good faith discretion, participation in any BOD Meeting by the Issuer may exclude Board Observer from access or delivery of any document to any material or meeting or portion thereof if: the Board Observer required pursuant to clause (i) the Board or (iv) above would result in a waiver of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directorsprivilege, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid create a conflict of interest between or otherwise violate applicable law, the Acquiror on Parent shall notify the one hand Board Observer in writing thereof (which notice shall contain reasonable detail regarding the nature of the issue and the Required Purchasers on related legal concern) and shall be entitled to exclude the otherBoard Member from the portion of the applicable BOD Meeting during which such issue is discussed and redact the portion of the relevant documents addressing such issue.

Board Observation Rights. To (a) Permit and hereby grants the extent Administrative Agent the Combination Closing Date has occurred, Required Purchasers right to appoint one authorized representative (the “Non-Voting Observer”) who shall be entitled to designate one observer attend (but not be entitled to vote at) each meeting of the “Borrower Board Observer”and to participate in each telephonic meeting of such Borrower Board conducted in accordance with the by-laws of Borrower and applicable law; (b) to attend any Ensure that the Non-Voting Observer receives written notice of all meetings (both regular meeting (a “BOD Meeting”and special) of the Borrower Board of Directors at the same time and in the same manner as notice is given to the members of the Acquiror Borrower Board; (orc) Ensure that the Non-Voting Observer receives all documents, notices, written materials and other information given to members of the Borrower Board (including any committee or subcommittee of the Borrower Board) in connection with each such meeting as if such Non-Voting Observer were a member of the Borrower Board at the same time such materials and information are given to the members of the Borrower Board, whether or not the Non-Voting Observer is attending such meeting; (d) If Borrower proposes to take any action by written consent in lieu of a meeting of the Borrower Board, forward the form of such written consent to the Non-Voting Observer prior to its execution and at the same time as it is forwarded to members of the Borrower Board; and (e) Reimburse the Non-Voting Observer for reasonable documented out-of-pocket expenses incurred in connection with his attendance at any meeting of the Borrower Board. Notwithstanding any other provision of this Section 6.8, Borrower shall be entitled to (i) excuse the Non-Voting Observer from any portion of any meeting of the Borrower Board when the Borrower Board discusses any matters (A) directly relating to the Commitments that could reasonably be expected to present a conflict of interest for the Non-Voting Observer (based on the advice of counsel), (B) subject to confidentiality provisions binding upon the Borrower Board which prohibit the disclosure of such matters to the Non-Voting Observer or (C) on which, if the Non-Voting Observer were present during such discussion, would reasonably be likely to result in the Borrower Board waiving its attorney-client privilege, provided that, in each case, such Non-Voting Observer is given notice of any relevant committees thereofsuch meeting described in this clause (i), except ; and (ii) withhold information from the Non-Voting Observer delivered to the Borrower Board prior to any meeting of the Borrower Board if there is a reasonable likelihood that the receipt of such information by the Non-Voting Observer would create a conflict of interest for the Non-Voting Observer in respect of the Commitments or breach a confidentiality obligation binding upon the Borrower Board which prohibit the disclosure of such matters to the Non-Voting Observer or result in the Borrower Board waiving its attorney-client privilege, provided, that, such Non-Voting Observer is given notice of the withholding of any such materials described in this clause (ii) (except to the extent the giving of such notice by itself would create a conflict of interest). Such Non-Voting Observer shall not constitute a member of the Borrower Board and shall not be entitled to vote on on, or consent to, any matters presented to the Borrower Board or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at any such meetings. The Board Observer Non-Voting Observers shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided adhere to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror confidentiality provisions set forth in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Issuer shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the other13.10.

Board Observation Rights. To The Administrative Agent shall have the extent right to appoint two non-voting observers reasonably acceptable to the Combination Closing Date has occurred, Required Purchasers shall be entitled to designate one observer (the “Board Observer”) Parent to attend any regular meeting (a “BOD Meeting”) all meetings of the whole Board of Directors of the Acquiror Parent in a non-voting observer capacity (oreach, in each casean “Observer” and collectively, any relevant committees thereofthe “Observers”), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at any such meetings. The Board Each Observer shall be timely notified of the time and place of any BOD Meetings such board meeting and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror at such board meeting as if the Board such Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Each Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group committee thereof performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror Parent in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such board meeting, when provided to the members, and the Board such Observer shall keep such materials and information confidential in accordance with Section 12.07. a confidentiality agreement in a form and substance reasonably acceptable to the Parent; provided that receipt of such materials and information and attendance at such meetings by the Observers shall be subject to entry into such confidentiality agreement.. The Issuer Parent shall reimburse the Board each Observer for all reasonable and documented out-of-pocket costs and expenses incurred in connection with its his or her participation in any such BOD Meetingboard meeting in accordance with the same procedures as for members of the board. Notwithstanding the foregoing, with respect to any board meeting or any such materials or information, in the Issuer may event that the Board of Directors determines in good faith that a conflict of interest exists with such Observer, including in connection with discussions regarding the refinancing or repayment of, covenant negotiations with respect to, defaults under or amendment, waiver or forbearance negotiations with respect to, the Loan Documents, then the Board of Directors reserves the right to exclude Board such Observer from access to such discussions and any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates materials and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the otherinformation related thereto.

Board Observation Rights. To (a) From and after January 1, 2010 until the extent the Combination Closing Date has occurredWCAS Directorship Term End Date, Required Purchasers WCAS shall be entitled to designate one (1) observer (the “Board WCAS Observer”) to attend any regular meeting attend, as a non-voting observer, all meetings (a “BOD Meeting”including participation in telephonic meetings) of the Board of Directors of the Acquiror (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at any such meetingsBoard. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Issuer Company shall reimburse the Board WCAS Observer for all his or her reasonable out-of-pocket costs and expenses incurred in connection attending such meetings in person in accordance with its participation the Company’s expense reimbursement policy applicable to directors in any such BOD Meeting. Notwithstanding effect from time to time. (b) The Company shall provide the foregoing, the Issuer may exclude Board WCAS Observer from access to any material or meeting or portion thereof if: with (i) notice of all meetings of the Board and (ii) all information delivered to the Directors at the same time such information is distributed to the Board. (c) Notwithstanding any other provision of Directors concludes in good faiththis Section 4.3, upon advice the Company shall be entitled to (i) excuse the WCAS Observer from any portion of any meeting of the AcquirorBoard, (A) when the Board discusses any matters directly relating to the Securities or the Transaction Documents that could, in the Board’s counselgood faith determination, that such exclusion is necessary to preserve present a conflict for the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counselWCAS Observer; or (B) if the WCAS Observer’s participation in such meeting would, in the Board’s good faith determination, reasonably be expected to waive the attorney/client privilege related to communications between the Company and its legal advisors and (ii) such portion of a withhold information from the WCAS Observer delivered to the Board prior to any meeting is an executive session limited solely to independent director members of the Board or Directorsif the Company believes there is a reasonable likelihood that the receipt of such information by the WCAS Observer would, independent auditors and/or legal counselin the Board’s good faith determination, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid create a conflict of interest between for the Acquiror on WCAS Observer in respect of the one hand and Securities or the Required Purchasers on Transaction Documents or, if privileged, would, in the otherBoard’s good faith determination, reasonably be expected to effectively waive the attorney/client privilege of the Company with respect thereto.

Board Observation Rights. To Each Lender whose portion of the extent Loans is at least $40,000,000 or more of the Combination Closing Date has occurredcombined principal amount of Loans outstanding and unused Commitments (or, Required Purchasers if no Lender meets such threshold, the Lender with the highest combined principal amount of Loans outstanding and unused Commitments) shall be entitled to designate one observer who shall at all times be an officer or employee of such Lender (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of the Acquiror Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings (which shall be held no less than once per quarter) and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror Parent (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries at such meeting as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror Parent (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.0712.19 of this Agreement. The Issuer Borrowers shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer may be excluded from access to any material or meeting or portion thereof if: (i) of the Board of Directors concludes (or any relevant committee thereof) of the Parent or any of its Subsidiaries or portion thereof (and from materials and information related thereto, including any summary of minutes of such meeting or portion thereof) to the extent the Parent reasonably determines in good faith, upon advice of the Acquiror’s counsel, faith (i) that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) that such meeting (or portion of thereof) or materials present a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a bona fide conflict of interest between the Acquiror on the one hand Borrowers and the Required Purchasers on Agents and the otherLenders.

Board Observation Rights. To (a) Each of OrbiMed and Deerfield shall have the extent option (exercisable or terminable at any time), but not the Combination Closing Date has occurredobligation, Required Purchasers to appoint, and Holdings shall be entitled to designate permit the appointment of, one observer person representing OrbiMed and one person representing Deerfield (collectively, the “Board ObserverObservers”) to attend any regular meeting and observe (a “BOD Meeting”but not vote) at all meetings of the Supervisory Board of Directors of Holdings, whether in person, by telephone or otherwise. Holdings shall notify the Acquiror (or, Observers in each case, any relevant committees thereof), except that writing at the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at any such meetings. The Board Observer shall be timely notified of the same time and place of any BOD Meetings and will be given written in the same manner as notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information is provided to the members of the Supervisory Board in advance of Directors (i) the date and time for each general or any similar group performing an executive oversight or similar function (or any relevant committee thereof) special meeting of the Acquiror Supervisory Board and (ii) the adoption of any resolutions or actions by written consent, in anticipation each case, which notice may exclude information as to the agenda for such meeting or the nature of such resolution or action to the extent necessary to avoid disclosing Inside Information to any Observer that has not elected to receive Inside Information. Following such notice, each Observer will notify Holdings at least five (5) Business Days in advance of such event if such Observer will attend, whether in person, by telephone or otherwise and, to the extent requested by Holdings, will execute and deliver to Holdings a customary acknowledgment of such Observer’s election to receive Inside Information. The general meetings of the Supervisory Board shall take place on no less than a quarterly basis. Holdings shall concurrently deliver to the Observers all notices and any materials delivered to the Supervisory Board in connection with any such meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent, except to the extent that such Observer elects not to attend any such meeting (regular or special receive any such resolutions, actions by written consent or other materials related thereto) in order to avoid receiving Inside Information. The Observers shall be free prior to such meeting or adoption by consent to contact the Supervisory Board and whether telephonic or otherwise), in addition discuss the pending actions to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board be taken. (b) Each Observer shall keep such materials and information confidential in accordance with Section 12.07. The Issuer shall reimburse the Board Observer for all reasonable pay its own out-of-pocket costs expenses (including the cost of travel, meals and expenses incurred lodging) in connection with its participation in the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the Supervisory Board (or any materials are to be distributed at any such BOD Meeting. Notwithstanding meeting) which, in the foregoingreasonable good faith judgment of the Supervisory Board, is not appropriate to be discussed in the Issuer may exclude Board presence of any Observer from access in order to avoid an actual or potential conflict of interest on the part of such Observer or would result in disclosure of trade secrets, or to the extent that attendance by such Observer at any such meeting (or receipt of any such materials) would violate, jeopardize, impair or otherwise adversely affect an attorney-client privilege (or other legally recognized privilege), or to the extent that attendance by such Observer at such meeting (or receipt of any such materials) would cause the Borrower to provide Inside Information to any material or meeting or portion thereof if: (i) Observer that has not elected to receive Inside Information, then such issue may be discussed without such Observer being present, and any materials delivered to the Supervisory Board of Directors concludes in good faithpertaining to such issue need not be delivered to such Observer, upon advice so long as such Observer is given notice of the Acquiror’s counseloccurrence of such judgment by the Supervisory Board, that such exclusion Observer is necessary being excused, and that certain materials will not be delivered to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the otherObserver.

Board Observation Rights. To (a) The Borrower shall permit one (1) person representing the extent the Combination Closing Date has occurred, Required Purchasers shall be entitled to designate one observer Lender (the “Board Observer”) to attend any regular meeting and observe (a “BOD Meeting”but not vote) at all meetings of the Board board of Directors of the Acquiror directors (or, in each case, and any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at Holdings or any such meetingsSubsidiary of Holdings, whether in person, by telephone or otherwise. The Board Borrower shall notify the Observer shall be timely notified in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of the time and place board of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors directors (or any relevant committee thereof) of Holdings and each Subsidiary and (ii) the Acquiror as if the Board Observer were a member thereof. Such notice shall describe adoption of any resolutions or actions by written consent (describing, in reasonable detail detail, the nature and substance of such action). The general meetings of Holdings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the matters Observer all notices and any materials delivered to be discussed and/or voted upon at such the board of directors or any committees thereof in connection with a board meeting (of Holdings and each Subsidiary or the proposed actions action to be taken by written consent without consent, including a meeting)draft of any material resolutions or actions proposed to be adopted by written consent. Any such materials delivered to the Observer shall also be delivered by the Borrower to the Lender. The Board Observer shall have be free prior to such meeting or adoption by consent to contact the right board of directors and discuss the pending actions to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function be taken. (b) The Borrower (or any relevant committee thereofHoldings or its Subsidiaries, as applicable) of shall pay the Acquiror in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Issuer shall reimburse the Board Observer for all Observer’s reasonable out-of-pocket costs expenses (including the cost of travel, meals and expenses incurred lodging) in connection with its participation in the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror board of directors (or any committee thereof) of its Affiliates and its counsel; Holdings or (ii) such portion any Subsidiary of a meeting is an executive session limited solely to independent director members Holdings which, in the reasonable good faith judgment of the Board or Directorsboard of directors, independent auditors and/or legal counsel, as is not appropriate to be discussed in the Board presence of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary Observer in order to avoid a conflict of interest between the Acquiror on the one hand part of such Observer or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the Required Purchasers on board of directors pertaining to such issue need not be delivered to the otherObserver, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observer.

Board Observation Rights. To Until the extent End Date, the Combination Closing Date has occurred, Required Purchasers BlackRock Lenders shall be entitled have the right to designate and appoint two (2) Observers (who, for the avoidance of doubt, must be a natural person), and any one observer (1) Observer (the “Board Designated Observer”) to attend any may attend, solely as a non-voting Observer (and, for the avoidance of doubt, solely as an observer, and in no event a board member), all special and regular meeting meetings (a “BOD Meeting”whether in-person, virtual, telephonic or other) of the Board of Directors of Holdings (the Acquiror (or“Board” and a “Board Meeting”), in each caseother than, for the avoidance of doubt, any relevant committees executive session or any meeting of a committee thereof), except that the Board Observer . Observers shall not be entitled subject to vote on matters presented any fiduciary duties applicable to or discussed by the Board of Directors (or any relevant committee thereof) members of the Acquiror at Board, and shall owe any such meetingsof their duties solely to the BlackRock Lenders. The Board Observer Holdings shall be timely notified of provide the time and place of any BOD Meetings and will be given written Observers (a) reasonable notice of all proposed actions Board Meetings at the same time and in the same manner as such notice is furnished to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror as if the Board Observer were a member thereof. Such notice shall describe in along with reasonable detail of the nature and substance of the matters to be discussed and/or voted upon at (it being understood that delivery to the Observers of the agenda shared with the Board in advance of such meeting Board Meeting shall satisfy Holdings’ obligation under this clause (or the proposed actions to be taken by written consent without a meetinga). The Board Observer shall have the right to receive ), (b) all information provided material documents furnished to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror in anticipation of or at such meeting (regular or special and whether telephonic or otherwise)Board, in addition to including, as applicable, copies of the records minutes of the proceedings or minutes Board Meetings and any meetings of the Audit, Risk and Finance and Nominating and Corporate Governance committees of the Board, requests for written consents and written consents duly passed by such meetingBoard, when provided in each case, at the same time and in the same manner furnished to such members of the membersBoard, and (c) in the Board Observer shall keep such materials case of the Designated Observer, reimbursement for reasonable and information confidential in accordance with Section 12.07. The Issuer shall reimburse the Board Observer for all reasonable documented out-of-pocket costs and expenses incurred expenses, including, without limitation, reasonable and documented out-of-pocket travel expenses, in connection attending a Board Meeting as a Designated Observer; provided that, in no event shall any Observer be deemed a member of the Board, and accordingly shall not be permitted to vote at any Board Meeting or be counted for purposes of determining whether there is a sufficient quorum for the Board to conduct its business, and Holdings shall not be under any obligation to take any action with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access respect to any material proposals made, or meeting advice furnished by, any Observer. The rights to attend Board Meetings or portion thereof if: receive materials pursuant to this Section 1 shall be limited to the extent that the Board reasonably determines that (iA) the Board absence of Directors concludes such limitation would result in good faitha waiver of (or would reasonably be expected to result in a waiver of), upon advice of the Acquiror’s counsel, that such exclusion is necessary or an adverse effect on (or would reasonably be expected to preserve the have an adverse effect on) any attorney-client privilege or work product privilege between the Acquiror doctrine (or any other similar protective privilege or doctrine) or if the presence of its Affiliates and its counsel; or any such Observer would reasonably be expected to result in a conflict of interest, (iiB) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to prevent a breach of fiduciary duties of any member of the Board, (C) the information being discussed at such Board Meeting (or any portion thereof), or are included in such materials, relates to the applicable mattersstrategy, negotiating position or similar matter relating to the relationship of Holdings and/or any of its Affiliates, on the one hand, and the BlackRock Lenders and/or any of their Affiliates, on the other hand, (D) each of the BlackRock Lenders has interests in respect of the matters to be discussed at such Board Meeting (or any portion thereof), or are included in such materials, which is adverse to the interests of Holdings and/or any of its Affiliates, (iiiE) [reserved] or (F) the absence of such exclusion is limitation would result in a breach of any confidentiality obligations to third‑parties notwithstanding the confidentiality obligations set forth herein; provided that such limitations shall only limit any Observer from participating (or receiving materials) in respect of those portions of any Board Meeting (or materials) related to one of the items set forth in clauses (A) through (F) above and for the avoidance of doubt, Holdings shall provide each Observer with copies of the minutes of such Board Meeting and such materials and information, as applicable, redacted to the extent necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the otherapplicable item or event set forth in clauses (A) through (F) above.

Board Observation Rights. To the extent the Combination Closing Date has occurred, Required Purchasers The Authorized Representative shall be entitled to designate one observer (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of the Acquiror (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Issuer shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers Authorized Representative on the other.

Board Observation Rights. To Prior to the extent the Combination Closing Date has occurredconsummation of a SPAC Transaction, Required Purchasers Agent shall be entitled to designate one observer (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of the Acquiror KIN or any of its Subsidiaries (or, in each case, any relevant committees thereof), except that the . The Board Observer shall not constitute a member of any Board of Directors or any committee and shall not be entitled to vote on any matters presented to or discussed by the at meetings of any Board of Directors (or any relevant committee thereof) or to consent to any matter as to which the consent of the Acquiror at any such meetingsBoard of Directors or any committee has been requested. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror KIN and any of its Subsidiaries at such meeting as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror KIN and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Issuer shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, a Board of Directors or committee may withhold information or material from the Issuer may Board Observer and exclude the Board Observer from access to any material or meeting or portion thereof if: if (i) as reasonably determined by the applicable Board of Directors concludes or committee and in good faith, upon advice ) access to such information or materials or attendance at such meeting (a) would adversely affect the assertion of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror KIN or any of its Affiliates a Subsidiary and its counsel; , or (iib) such portion is subject to a conflict of a meeting is an executive session limited solely interest with the Agent in connection with discussions regarding the refinancing of or covenant negotiations with respect to independent director members defaults or potential defaults under or amendment, waiver or forbearance negotiations with respect to the Loan Documents, in the reasonable discretion of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect (or any relevant committee thereof). Information delivered to the applicable matters, or (iii) such exclusion is necessary Board Observer shall be subject to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the otherconfidentiality provisions contained herein.

Board Observation Rights. To (a) Permit one (l) Person, designated by the extent Lenders, representing the Combination Closing Date has occurred, Required Purchasers shall be entitled to designate one observer Lenders (the “Board Observer”) holding at least a majority of the aggregate outstanding principal amount of the Notes to attend and observe (but not vote) at all meetings of the board of directors of the Borrower and any regular committee thereof, whether in person, by telephone or otherwise. The Borrower shall notify the Observer in writing of (i) the date and time for each general or special meeting of the board of managers (a “BOD Meeting”or directors, as applicable) or any committee thereof and (ii) of the Board adoption of Directors of the Acquiror any resolutions or actions by written consent (ordescribing, in each casereasonable detail, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of such action). In the matters case of a general meeting, such notice shall be given to the Observer at least one (l) week prior to any general meeting; in the case of the approval of resolutions or actions by written consent, such notice shall be given to the Observer at least three (3) Business Days prior to the approval of resolutions or actions by written consent; and in the case of any special meeting, such notice shall be given to the Lenders at the time notice is provided to the board of managers (or directors, as applicable) of such special meeting. The Borrower shall concurrently deliver to the Observer any materials delivered to the board of managers of the Borrower and the OpCo (or directors, as applicable), including a draft of any resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of managers (or directors, as applicable) and discuss the pending actions to be taken. (b) The Borrower shall pay the one (l) Observer’s reasonable out of pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is to be discussed and/or voted upon or otherwise arises at such any meeting of the board of managers (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereofdirectors, as applicable) of the Acquiror Borrower or committee thereof which, in anticipation the reasonable good faith judgment of the board of managers (or at such meeting (regular or special and whether telephonic or otherwisedirectors, as applicable), is not appropriate to be discussed in addition to copies the presence of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Issuer shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary order to avoid a conflict of interest between the Acquiror on the one hand part of such Observer or to preserve an attorney client privilege, then such issue may be discussed without the Observer being present, so long as the Observer is given notice of the occurrence of such judgment by the board of managers (or directors, as applicable) and that the Required Purchasers on the otherObserver is being excused.

Board Observation Rights. To the extent the Combination Closing Date has occurred, Required Purchasers shall be entitled to designate (i) Permit one observer designated by the Collateral Agent (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of the Acquiror Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. The ; (ii) hold BOD Meetings no less than once per calendar quarter; (iii) notify the Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror as if Parent (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries at such meeting in a manner consistent with such notice provided to members of the Board of Directors or relevant committee thereof; (iv) provide to the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror Parent (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and members (it being understood that the Board Observer shall be required to keep such materials and information confidential in accordance with Section 12.07. The Issuer shall 12.19 of this Agreement); and (v) with respect to two BOD Meetings per year, reimburse the Board Observer Observer, upon request, for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding ; provided, that if counsel to the foregoingParent or such Subsidiary advises the Parent or such Subsidiary that in its reasonable good faith discretion, participation in any BOD Meeting by the Issuer may exclude Board Observer from access or delivery of any document to any material or meeting or portion thereof if: the Board Observer required pursuant to clause (i) the Board or (iv) above would result in a waiver of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directorsprivilege, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid create a conflict of interest between or otherwise violate applicable law, the Acquiror on Parent shall notify the one hand Board Observer in writing thereof (which notice shall contain reasonable detail regarding the nature of the issue and the Required Purchasers on related legal concern) and shall be entitled to exclude the otherBoard Member from the portion of the applicable BOD Meeting during which such issue is discussed and redact the portion of the relevant documents addressing such issue.

Board Observation Rights. To the extent the Combination Closing Date has occurred, Required Purchasers The Administrative Agent shall be entitled to designate one observer (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of the Acquiror Borrower (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror Borrower (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings (which shall be held no less than once per quarter) and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror Borrower (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries at such meeting as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror Borrower (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information disclosed at BOD Meetings confidential in accordance with Section 12.0712.19 of this Agreement and shall enter into a board observation agreement with the applicable entity which shall address matters related to the receipt of material non-public information. The Issuer Borrower shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the other.

Board Observation Rights. To (a) The Borrower shall permit two (2) persons representing the extent the Combination Closing Date has occurred, Required Purchasers shall be entitled to designate one observer Lender (the “Board ObserverObservers”) to attend and observe (but not vote) at all meetings of Holdings’ (or the Borrower’s or the Subsidiaries’, as applicable) board of directors and any regular committee thereof, whether in person, by telephone or otherwise. The Borrower shall, except with respect to emergency meetings of such boards of directors or any committee thereof, notify the Observers in writing at least three (3) Business Days in advance of (i) the date and time for each general or special meeting of such boards of directors or any committee thereof and (a “BOD Meeting”ii) the adoption of the Board of Directors of the Acquiror any resolutions or actions by written consent (ordescribing, in each casereasonable detail, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the matters Observers all notices and any materials delivered to be discussed and/or voted upon at such the boards of directors or any committees thereof in connection with a board meeting (or the proposed actions action to be taken by written consent without consent, including a meeting)draft of any material resolutions or actions proposed to be adopted by written consent. Any such materials delivered to the Observers shall also be delivered by the Borrower to the Lender. The Board Observer Observers shall have be free prior to such meeting or adoption by consent to contact the right board of directors and discuss the pending actions to receive all information provided to be taken. The Observers shall be notified of emergency meetings of such boards of directors and any committee thereof within substantially the same amount of time as the directors of such boards or members of any such committee. (b) The Borrower shall pay the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Issuer shall reimburse the Board Observer for all Observers’ reasonable out-of-pocket costs expenses (including the cost of travel, meals and expenses incurred lodging) in connection with its participation in the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any board of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members directors of the Board Borrower or Directorscommittee thereof which, independent auditors and/or legal counselin the reasonable good faith judgment of the board of directors, as is not appropriate to be discussed in the Board presence of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary an Observer in order to avoid a conflict of interest between the Acquiror on the one hand part of such Observer or to preserve an attorney-client privilege, then such issue may be discussed without such Observer being present and any materials delivered to the Required Purchasers on board of directors pertaining to such issue need not be delivered to such Observer, so long as such Observer is given notice of the otheroccurrence of such judgment by the board of directors, that such Observer is being excused, and that certain materials will not be delivered to such Observer, and such Observer is provided a general description, which shall be true and correct in all material respects, of such withheld materials and matters discussed without such Observer present. (j) Section 8.4(b) is hereby amended and restated in its entirety as follows:

Board Observation Rights. To TheAt the extent Agent’s election, which shall be made for each Fiscal Quarter by providing written notice thereof to the Combination Closing Date has occurredBorrower at least thirty (30) days prior to the beginning of such Fiscal Quarter (or such shorter period agreed by the Borrower), Required Purchasers the Agent shall be entitled to designate one observer (the “Board Observer”) to attend in person (or, only in the case of BOD Meetings that other board members or observers are permitted to attend by telephone, by telephone) any regular meeting (a “BOD Meeting”) of the Board board of Directors directors of the Acquiror Borrower (or, in each case, or any relevant committees thereof), except that (i) the Board Observer shall not be permitted to attend special BOD Meetings from which all board observers are excluded, and (ii) the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board board of Directors directors (or any relevant committee thereof) of the Acquiror Borrower at any such meetings. The TheFor any Fiscal Quarter for which the Agent shall have made such election, the Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board board of Directors directors (or any relevant committee thereof) of the Acquiror Borrower at such meeting as if the Board Observer were a member thereof; provided, that, notwithstanding anything to the contrary contained in this Section 6.9, the Board Observer may be excluded from meetings (or a portion thereof) and materials provided to the Board Observer in connection with such meetings may be redacted to the extent that the board of directors of the Borrower (or any relevant committees thereof) reasonably determines that such exclusion or redaction is necessary (a) to preserve attorney-client privilege or (b) to avoid a conflict of interest between the interests of the Borrower or any of its Subsidiaries, as applicable, and those of the Agent or any Lender. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Subject to the proviso in the second sentence of this Section, the Board Observer shall have the right to receive all information provided to the members of the Board board of Directors directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror Borrower in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.0712.10. The Issuer Board Observer shall be identified by the Agent and consented to by the Borrower (such consent not to unreasonably delayed or withheld) (it being acknowledged and agreed by the Borrower that ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ are approved to be a Board Observer). The Borrower shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the other.

Board Observation Rights. To (a) The Borrower shall permit one (1) person representing the extent the Combination Closing Date has occurred, Required Purchasers shall be entitled to designate one observer Lender (the “Board Observer”) to attend and observe (but not vote) at all meetings of Recro’s (or the Borrower’s or the Subsidiaries’, as applicable) board of directors and any regular committee thereof, whether in person, by telephone or otherwise. The Borrower shall notify the Observer in writing at least two (2) Business Days in advance of (i) the date and time for each general or special meeting of such boards of directors or any committee thereof and (a “BOD Meeting”ii) the adoption of the Board of Directors of the Acquiror any resolutions or actions by written consent (ordescribing, in each casereasonable detail, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the matters Observer all notices and any materials delivered to be discussed and/or voted upon at such the boards of directors or any committees thereof in connection with a board meeting (or the proposed actions action to be taken by written consent without consent, including a meeting)draft of any material resolutions or actions proposed to be adopted by written consent. Any such materials delivered to the Observer shall also be delivered by the Borrower to the Lender. The Board Observer shall have the right be free prior to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror in anticipation of or at such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be taken. (regular or special and whether telephonic or otherwise), in addition to copies of b) The Borrower shall pay the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Issuer shall reimburse the Board Observer for all Observer’s reasonable out-of-pocket costs expenses (including the cost of travel, meals and expenses incurred lodging) in connection with its participation in the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any board of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members directors of the Board Borrower or Directorscommittee thereof which, independent auditors and/or legal counselin the reasonable good faith judgment of the board of directors, as is not appropriate to be discussed in the Board presence of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary Observer in order to avoid a conflict of interest between the Acquiror on the one hand part of such Observer or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observer, and the Required Purchasers on Observer is provided a general description, which shall be true and correct in all material respects, of such withheld materials and matters discussed without the otherObserver present.

Board Observation Rights. To the extent the Combination Closing Date has occurred, The Required Purchasers Lenders shall be entitled to designate one observer (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of the Acquiror Borrower (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror Borrower at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror Borrower as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror Borrower in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.079.12. The Issuer Borrower shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer Borrower may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the AcquirorBorrower’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror Borrower or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror Borrower on the one hand and the Required Purchasers Lenders on the other.

Board Observation Rights. To The Administrative Agent shall have the extent right to appoint two non-voting observers reasonably acceptable to the Combination Closing Date has occurred, Required Purchasers shall be entitled to designate one observer (the “Board Observer”) Parent to attend any regular meeting (a “BOD Meeting”) all meetings of the whole Board of Directors of the Acquiror Parent in a non-voting observer capacity (oreach, in each casean “Observer” and collectively, any relevant committees thereofthe “Observers”), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at any such meetings. The Board Each Observer shall be timely notified of the time and place of any BOD Meetings such board meeting and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror at such board meeting as IF " DOCVARIABLE "SWDOCIDLOCATION" 1" = "1" " DOCPROPERTY "SWDOCID" #4927-3168-0564V34 06/05/2025 " "" #4927-3168-0564V34 06/05/2025 if the Board such Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Each Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group committee thereof performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror Parent in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such board meeting, when provided to the members, and the Board such Observer shall keep such materials and information confidential in accordance with Section 12.07. a confidentiality agreement in a form and substance reasonably acceptable to the Parent; provided that receipt of such materials and information and attendance at such meetings by the Observers shall be subject to entry into such confidentiality agreement.. The Issuer Parent shall reimburse the Board each Observer for all reasonable and documented out-of-pocket costs and expenses incurred in connection with its his or her participation in any such BOD Meetingboard meeting in accordance with the same procedures as for members of the board. Notwithstanding the foregoing, with respect to any board meeting or any such materials or information, in the Issuer may event that the Board of Directors determines in good faith that a conflict of interest exists with such Observer, including in connection with discussions regarding the refinancing or repayment of, covenant negotiations with respect to, defaults under or amendment, waiver or forbearance negotiations with respect to, the Loan Documents, then the Board of Directors reserves the right to exclude Board such Observer from access to such discussions and any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates materials and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the otherinformation related thereto.

Board Observation Rights. To the extent the Combination Closing Date has occurred, Required Purchasers The Administrative Agent shall be entitled to designate one observer two observers (each, a “Board Observer” and, collectively, the “Board ObserverObservers”) each reasonably acceptable to Administrative Borrower to attend any regular meeting all meetings (a “BOD Meeting”) of the Board of Directors of the Acquiror Administrative Borrower or any of its Subsidiaries (or, in each case, any relevant committees thereof), except that ) each solely in the capacity of a non-voting observer and no Board Observer shall not be entitled to vote on any matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror Administrative Borrower or any of its Subsidiaries at any such meetings. The Board Observer Observers shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror Administrative Borrower and any of its Subsidiaries at such meeting as if the each Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Each Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror Administrative Borrower and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the such Board Observer shall keep such materials and information confidential in accordance with Section 12.0712.19 of this Agreement. The Issuer Borrowers shall reimburse the Board Observer Observers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with its participation in any such BOD MeetingMeeting in accordance with the current Board policy related to reimbursement generally. Notwithstanding the foregoing, with respect to any BOD Meeting or any such materials or information, in the Issuer may event that the Board of Directors determines in good faith that (i) a conflict of interest exists with any such Board Observer, including in connection with discussions regarding the refinancing of, covenant negotiations with respect to, defaults under or amendment, waiver or forbearance negotiations with respect to, the Loan Documents, (ii) such access or materials involves trade secrets, highly confidential or highly sensitive information of the Parent or any other information subject to confidentiality restrictions that would preclude such observer from access thereto or (iii) the substance of the materials or matters to be discussed during such board meeting requires the preservation of attorney-client privilege, then the Board of Directors reserves the right to exclude such Board Observer from access to to, and notice of, such discussions and any material or meeting or portion thereof if: materials and information related thereto. The Board Observers shall enter into a customary board observer agreement with the Administrative Borrower, which agreement shall include confidentiality and assignment of inventions provisions. (ig) the Board of Directors concludes in good faith, upon advice Section 7.03(a) of the Acquiror’s counsel, that such exclusion Financing Agreement is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of amended and restated in its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, entirety as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the other.follows:

Board Observation Rights. To the extent the Combination Closing Date has occurred, Required Purchasers The Authorized Representative shall be entitled to designate one observer (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of the Acquiror (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Issuer shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is \\4165-2766-4210 v2v5 reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers Authorized Representative on the other.

Board Observation Rights. To (a) Subject to such Board Observer previously delivering to the extent Company a confidentiality agreement in form of Annex A in accordance with Section 4(a), any Board Observer designated by the Combination Closing Date has occurred, Required Purchasers Purchaser hereunder shall be entitled to designate one observer (have the “Board Observer”) right to attend any regular meeting and participate in all meetings (a “BOD Meeting”including telephonic meetings) of the full Board of Directors and any committee thereof (each, a “Committee”) during the Board Rights Period. The Board Observer shall not constitute a member of the Acquiror (or, in each case, any relevant committees thereof), except that the Board Observer and shall not be entitled to vote on on, or consent to, any matters presented to or discussed by the Board of Directors Board. (or any relevant committee thereofb) of the Acquiror at any Provided such meetings. The Board Observer is not excluded from a meeting or materials in accordance with Section 2(c), the Company shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereofi) of the Acquiror as if give the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such any applicable meeting (or the proposed actions to be action taken by written consent without a meeting). The Board Observer shall have at the right to receive all information provided same time and in the same manner as notice is given to the members of the Board and the members of Directors or any similar group performing an executive oversight or similar function applicable Committee, (or any relevant committee thereofii) of the Acquiror in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and provide the Board Observer shall keep with access to all materials and other information (including access to minutes of meetings or written consents of the full Board and any Committee) given to the members of the Board or members of any Committee, including in connection with such meetings or actions taken by written consent at the same time and in the same manner such materials and information confidential in accordance with Section 12.07. The Issuer shall reimburse are furnished to such members of the Board or Committee, as applicable, and (iii) provide the Board Observer for with all reasonable out-of-pocket costs rights to attend and expenses incurred participate (whether in connection with its participation person or by telephone or other means of electronic communication as solely determined by the Board Observer) in any such BOD Meeting. meetings as a member of the Board and any Committee. (c) Notwithstanding any rights to be granted or provided to the foregoingBoard Observer hereunder, the Issuer may Company reserves the right to exclude the Board Observer from access to any material or meeting or portion thereof if: (i) if the Board of Directors concludes reasonably determines, in good faith, upon advice that such access would prevent the members of the Acquiror’s counselBoard from engaging in attorney-client or solicitor-client privileged communication; provided, however, that such exclusion shall be limited to the portion of the material or meeting that is necessary the basis for such exclusion and shall not extend to preserve any portion of the attorney-client material or work product privilege meeting that does not involve or pertain to such exclusion. Notwithstanding any rights to be granted or provided to the Board Observer hereunder, the Board Observer must notify the Board of any conflicts of interest between the Acquiror Board Observer or its affiliates and the Company, and if such conflict of interest is to be discussed at a meeting of the Board, the Board reserves the right, in its discretion, to exclude the Board Observer from access to any material or attendance at any meeting or portion thereof and the Board Observer shall recuse himself or herself from any discussions regarding the conflict of interest. Notwithstanding any rights to be granted or provided to the Board Observer hereunder, the Company reserves the right to exclude the Board Observer from attending or participating in any in camera session or other meeting (or part of a meeting) of the Board or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to Committee where only independent director members of the Board or Directors, independent auditors and/or legal counsel, as may attend. (d) From and after the Board Rights Termination Date, the rights of Directors may designate the Purchaser to appoint a Purchaser Designated Director or Board Observer in Section 1(a) and such limitation is reasonably necessary with respect the rights of any then-serving Board Observer in Sections 2(a) and Section 2(b) shall cease. (e) Notwithstanding anything to the applicable matterscontrary in this Agreement, any Board Observer in its capacity as a Board Observer shall have (i) no fiduciary duty to the Company or its shareholders and (iiiii) such exclusion is necessary except as described in this Section 2, no obligations to avoid a conflict of interest between the Acquiror on the one hand Company or its shareholders under this Agreement, except as to confidentiality in accordance with Section 4(a) and the Required Purchasers on confidentiality agreement to be entered into by the other.Board Observer in the form of Annex A.

Board Observation Rights. To the extent the Combination Closing Date has occurred, Required Purchasers The Administrative Agent shall be entitled to designate one observer (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of the Acquiror Administrative Borrower (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror Administrative Borrower (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings (which shall be held no less than once per quarter) and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror Administrative Borrower (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries at such meeting as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror Administrative Borrower (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.0712.19 of this Agreement. The Issuer Borrowers shall reimburse the Board Observer for all reasonable and documented out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding The applicable Board shall not be obligated to provide the foregoing, the Issuer may exclude Board Observer from access with any information (x) that is subject to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client privilege, (y) if the Administrative Borrower determines in good faith that the delivery would reasonably result in a breach of confidentiality obligations to third parties notwithstanding the confidentiality obligations of the Administrative Agent under this Agreement or work product privilege between (z) that relates to the Acquiror strategy, negotiating positions or similar matters relating to the relationship of the Administrative Borrower and/or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directorsrespective Affiliates, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and hand, with the Required Purchasers Lenders and/or any of its respective Affiliates (in each case, in the capacity as a holder of Indebtedness pursuant to any Loans), on the otherother hand.

Board Observation Rights. To the extent the Combination Closing Date has occurred, Required Purchasers The Administrative Agent shall be entitled to designate one observer (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of the Acquiror Lead Borrower or any of its Subsidiaries (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror Lead Borrower or any of its Subsidiaries at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings (which shall be held no less than once per quarter) and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror Lead Borrower and any of its Subsidiaries at such meeting as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror Lead Borrower and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the . The Board Observer shall keep such materials and information confidential in accordance with Section 12.0712.19 of this Agreement. The Issuer Borrowers shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access shall not be entitled to receive portions of any material materials relating to, or meeting or be in attendance for any portion thereof if: of any BOD Meetings relating to topics which (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary are subject to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; privilege, or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid present a conflict of interest between for the Acquiror on Board Observer; provided, however, that the one hand and Lead Borrower shall be required to provide the Required Purchasers on Board Observer with written notice that the otherLead Borrower is electing to withhold portions of materials from the Board Observer or to exclude the Board Observer from portions of BOD Meetings as permitted by this sentence.

Board Observation Rights. To the extent the Combination Closing Date has occurred, Required Purchasers shall be entitled to designate one observer (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of the Acquiror (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or US-DOCS\136735424.9153072643.5 minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Issuer shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the other.

Board Observation Rights. To Until the consummation of a Qualified IPO, a Non-Qualified IPO, a Qualified Sale of Company or a Non-Qualified Sale of Company, and to the extent that and as long as Baupost Investor holds Notes with an aggregate principal amount equal to at least 50% of the Combination aggregate original principal amount of the Notes held by Baupost Investor as of the Closing Date has occurredDate, Required Purchasers Baupost Investor shall be entitled to designate one observer (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of the Acquiror Company (or, in each case, any relevant committees thereofor its direct or indirect ultimate parent holding company), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors of Company (or any relevant committee thereofits direct or indirect ultimate parent holding company) of the Acquiror at any such meetings; provided that the Board Observer may be excluded from access to any material or meeting or portion thereof: (x) if the Board of Directors reasonably determines in good faith after seeking the advice of legal counsel that such material or information discussed at such meeting is not appropriate to be discussed in the presence of or to be disclosed to, as applicable, the Board Observer in order to avoid an actual conflict of interest in the part of Baupost Investor, so long as Company notifies the Board Observer of such determination, and if requested by the Board Observer, uses reasonable efforts to provide a general description of the information discussed at such meeting or materials; and (y) with respect to any discussions or material constituting material non-public information that would prohibit the Baupost Investor’s ability to provide an order to purchase shares of Common Stock in a Qualified IPO or a Non-Qualified IPO. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors of Company (or its direct or indirect ultimate parent holding company) at such meeting or by any relevant committee thereof) written consent of the Acquiror Board of Directors as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function of Company (or any relevant committee thereofits direct or indirect ultimate parent holding company) of the Acquiror (i) in anticipation of or at such meeting (regular or special and whether telephonic or otherwise)) and (ii) in connection with seeking and entering into any written consent in lieu thereof, in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.0710.17. The Issuer Company shall reimburse the Board Observer for all reasonable and documented out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoingFor avoidance of doubt, the Issuer may exclude Board Observer from access shall have no fiduciary duty to Company, its Affiliates or its equityholders and the provisions of this Section 5.12 shall not be deemed to prohibit or restrict the right of any material or Note Party to act by written consent in lieu of a meeting or portion thereof if: (i) of the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the other.

Board Observation Rights. To the extent the Combination Closing Date has occurred, Required Purchasers The Collateral Agent shall be entitled to designate one observer (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of the Acquiror Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings (which shall be held no less than once per quarter) and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror Parent (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries at such meeting as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror Parent (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.0712.19 of this Agreement. The Issuer Borrowers shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer presiding officer of a BOD Meeting, upon his or her reasonable good faith determination that it is necessary to do so (i) to protect confidential information of any Loan Party or information of a third party that a Loan Party is required to keep confidential, may exclude the Board Observer from access any part of a BOD Meeting where such information is discussed or presented or require the Board Observer to execute a non-disclosure agreement in customary form with respect to such information and (ii) to protect the attorney-client privilege or other legal privilege, may exclude the Board Observer from any material or meeting or portion thereof if: (i) part of a BOD Meeting where the presence of the Board Observer would jeopardize any such privilege and may refrain from providing any information provided to the members of the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror (or any of its Affiliates and its counsel; or (iirelevant committee thereof) where providing any such portion of a meeting is an executive session limited solely information to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and Observer would jeopardize any such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the otherprivilege.

Board Observation Rights. To the extent the Combination Closing Date has occurred, Required Purchasers The Administrative Agent shall be entitled to designate one observer (the “Board Observer”) to attend any regular regular, quarterly meeting (a “BOD Meeting”) of the Board of Directors of the Acquiror Borrower (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror Borrower (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings (which shall be held no less than once per quarter) and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror Borrower (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries at such meeting as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Each Board Observer may be excluded from meetings (or a portion thereof) and materials provided to such observer in connection with such meetings may be redacted to the extent that the Board of Directors determines in good faith that such exclusion (or redaction) is required (i) to preserve an attorney-client or accountant-client or any other available privilege or (ii) to avoid a conflict of interest on the part of the Administrative Agent or any Lender or such Board Observer; provided, that in any such event the Administrative Agent is given notice of such exclusion or redaction, as the case may be. Subject to the foregoing sentence, the Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror Borrower (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and proceedings and information confidential in accordance with Section 12.0710.11 of this Agreement. The Issuer Borrower shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the other.

Board Observation Rights. To (a) During the extent period commencing upon the Combination Closing execution and delivery of this Agreement and ending on the Board Rights Termination Date has occurred(defined below), Required the Crestwood Entities shall grant the Purchasers, collectively, the option and right, exercisable, upon written approval of a majority of the then outstanding Preferred Units held, directly or indirectly, by the Purchasers (in the aggregate), by delivering a written notice signed by such Purchasers of such appointment to the Crestwood Entities (the “Observer Notice”), to appoint a single representative, who shall be entitled to designate employed by one observer of the Purchasers (or their Affiliates) at the time of such appointment (the “Board Observer”) ), to attend any regular meeting all meetings (a “BOD Meeting”including telephonic) of the Board full board of Directors directors of the Acquiror General Partner (or, the “Board”) in each case, any relevant committees thereof), except that an observer capacity. The Observer Notice shall be delivered to the Crestwood Entities prior to the Board Observer’s attendance of any meeting of the full Board. The Board Observer shall not constitute a member of the Board and shall not be entitled to vote on on, or consent to, any matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting)Board. The Board Observer shall have the right to receive all information provided attend any meeting of any committee of the full Board (each, a “Committee”). (b) The Crestwood Entities shall (i) give the Board Observer written notice of the applicable meeting or action taken by written consent at the same time and in the same manner as notice is given to the members of the Board or the members of Directors any Committee, (ii) provide the Board Observer with copies of all written materials and other information (including, without limitation, copies of minutes of meetings or written consents of the full Board) given to the members of the Board or the members of any Committee in connection with such meetings or actions taken by written consent at the same time such materials and information are furnished to such members of the Board or such members of any Committee, and (iii) provide the Board Observer with all rights to attend (whether in person or by telephone or other means of electronic communication as solely determined by the Board Observer) such meetings as a member of the Board or any similar group performing an executive oversight or similar function (Committee. The Board Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board or any relevant committee thereof) of the Acquiror in anticipation of or at such meeting (regular or special Committee and whether telephonic or otherwise)to enter into, comply with, and be bound by, in addition to copies all respects, the terms and conditions of a confidentiality agreement, substantially in the records of form attached hereto as Annex A (the proceedings “Confidentiality Agreement”); provided, however, upon request from a Purchaser or minutes of such meetingPurchaser’s Affiliates, when provided to the members, and the Board Observer shall keep provide, on a confidential basis, such materials non-public material and information to such Purchaser and their Affiliates; provided that such Purchaser and their Affiliates have agreed to comply with and be bound by, in all respects, the Confidentiality Agreement. For the avoidance of doubt, the recipient of such confidential in accordance with Section 12.07. The Issuer shall reimburse information from the Board Observer for all reasonable out-of-pocket costs (whether a Purchaser or a Purchaser Affiliate) may further provide such information to (i) any other Purchaser or Purchaser Affiliate and expenses incurred in connection with its participation in (ii) any legal counsel that has been engaged by such recipient to discuss such matters or information; provided, that any such BOD Meetingrecipient in clause (i) agrees and acknowledges in writing that they are bound by the provisions of the Confidentiality Agreement. For purposes of this Agreement, “Affiliates” shall have the same meaning ascribed therefor in the Purchase Agreement. Notwithstanding any rights to be granted or provided to the foregoingBoard Observer hereunder, the Issuer may Crestwood Entities reserve the right to exclude the Board Observer from access to any material or meeting or portion thereof if: (i) if the Board of Directors concludes reasonably determines, in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve access would (A) prevent the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, from engaging in attorney-client privileged communication or (iiiB) such exclusion is necessary to avoid result in a conflict of interest between one or more of the Acquiror Crestwood Entities and any Purchaser; provided, however, that (i) such exclusion shall be limited to the portion of the material and/or meeting that is the basis for such exclusion and shall not extend to any portion of the material and/or meeting that does not involve or pertain to such exclusion and (ii) the Crestwood Entities shall provide written notice, which such written notice may be provided by e-mail, to a Board Observer at any time that the Board Observer is to be excluded from access to any material or meeting or portion thereof and the basis for such exclusion, which notice will be provided reasonably in advance of such exclusion to the extent practicable, and if such exclusion is based on a conflict of interest with one or more but less than all Purchasers then the Crestwood Entities will use good faith efforts to provide such access or information to those Purchasers (or a single alternative designee thereof) with whom such conflict of interest does not exist. The Purchaser then employing the Board Observer agrees to indemnify the Crestwood Entities from any and all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever arising from the breach by the Board Observer of the confidentiality obligations under the Confidentiality Agreement or this Section 1. (c) The rights contained in this Section 1 shall immediately cease and terminate on the one hand earlier of such date (such earlier date, the “Board Rights Termination Date”) as the Purchasers and their respective Affiliates no longer own (i) at least 75% of the Required Purchased Units (as defined in the Purchase Agreement, and including any Preferred Units issued in exchange for Purchased Units pursuant to the Merger) or (ii) a number of Preferred Units, which, if they were converted into Common Units at the then applicable Conversion Ratio (as defined in that certain First Amendment to Fifth Amended and Restated Agreement of Limited Partnership (the “First Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership (as so amended, the “Partnership Agreement”)), subject to appropriate adjustments for splits, combinations and other similar transactions, would be equal to 3.5% or more of the total number of Common Units then outstanding. From and after the Board Rights Termination Date, the rights of the Purchasers on the otherin Sections 1(a) and 1(b) shall cease.

Board Observation Rights. To (a) Agent shall have the extent right to have a single representative attend all meetings of the Combination Closing Date has occurredboard of directors (or equivalent) of Borrower and any Subsidiary, Required Purchasers shall be entitled as an observer without the right to designate one observer vote (the “Board Observer”) ). Borrower reserves the right to attend withhold any regular information and to exclude the Observer from any meeting (a “BOD Meeting”) of the Board or portion thereof if the Borrower reasonably determines that (a) the access to such information or attendance at such meeting would adversely affect the attorney-client privilege between Borrower and its counsel, (b) the access to such information or attendance at such meeting would result in disclosure of Directors trade secrets or a conflict of interest to Observer, (c) or the Observer is a competitor of the Acquiror (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to Company or discussed by the Board an Affiliate of Directors (or any relevant committee thereof) a competitor of the Acquiror at any such meetingsCompany. The Board Initially, the Observer shall be timely notified of the time and place of any BOD Meetings and will Solomon Park. Observer shall be given provided written notice (which may be via email) of all proposed actions regular meetings of such entities’ board of directors at the same time as provided to any other director, and at least two full business days’ prior written notice (which may be taken by the Board of Directors (or any relevant committee thereofvia email) of all special meetings of such entities’ board of directors thereof unless due to the Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the emergency nature and substance of the matters to be discussed and/or voted upon addressed at the meeting 48 hours’ written notice is not reasonably practical. Borrower or Subsidiary, as applicable, shall concurrently provide Observer with copies of all notices, minutes, consents and other materials it provides to any member of such meeting (Board or any committee, provided that any materials protected from discovery by the attorney-client privilege or the proposed actions attorney work product privilege, any materials necessary or advisable in the good faith determination of such board of directors to avoid a conflict of interest between Borrower, on the one hand, and Agent and Lenders, on the other hand, and any trade secrets may be taken by written consent without a meeting)excluded. The Board Observer shall have the right to receive all information All Confidential Information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition Observer pursuant to copies of the records of the proceedings or minutes of such meeting, when provided this Section 6.14 shall be subject to the members, and the Board Observer shall keep such materials and information confidential in accordance with confidentiality obligations under Section 12.0713.12. The Issuer shall ▇▇▇▇▇▇▇▇ will reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred by Observer in connection with its participation in attendance at any such BOD Meeting. Notwithstanding meetings. (b) In addition to any other rights or remedies to which the foregoingAgent may be entitled, the Issuer may exclude Board Observer Loan Parties agree to and will indemnify and hold harmless Agent, Lenders, Observer, their Affiliates and all of their respective successors, assigns, officers, directors, employees, attorneys, and agents from access to and against any material or meeting or portion thereof if: and all losses, claims, obligations, liabilities, deficiencies, diminutions in value, penalties, causes of action, damages, costs, and expenses (iincluding, without limitation, costs of investigation and defense, reasonable attorneys’ fees and expenses) the Board of Directors concludes in good faiththat they, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directorsthem, independent auditors and/or legal counselmay suffer, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable mattersincur, or (iiibe responsible for, arising or resulting from the exercise of rights pursuant to Section 6.14(a) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the otherand/or service or status as an “Observer”.

Board Observation Rights. To (a) Holdings and the extent Subsidiaries shall permit up to two people representing the Combination Closing Date has occurred, Required Purchasers shall be entitled to designate one observer Lenders (the “Board ObserverObservers”) to attend and observe (but not vote) at all meetings of Holdings’ (or the Borrower’s or any regular meeting (a “BOD Meeting”Subsidiary’s, as applicable) board of directors or any committee thereof, whether in person, by telephone or otherwise as requested by any Observer. Holdings and the Board of Directors of Subsidiaries shall notify the Acquiror Observers in writing at least five Business Days in advance (or, if a shorter notice period is reasonably necessary given the circumstances, as soon as possible and in all circumstances at least 24 hours in advance) of (i) the date and time for each case, general or special meeting of any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board such board of Directors (directors or any relevant committee thereofthereof and (ii) the adoption of the Acquiror at any resolutions or actions by any such meetings. The Board Observer shall be timely notified board of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (directors or any relevant committee thereof) of the Acquiror as if the Board Observer were a member thereof. Such notice shall describe thereof by written consent (describing, in reasonable detail detail, the nature and substance of such action). The general meetings of Holdings’ board of directors shall take place no less than three times per year. Holdings and the matters Subsidiaries shall concurrently deliver to be discussed and/or voted upon at the Observers all notices and any materials delivered to any such board of directors or any committee thereof in connection with a meeting (or the proposed actions action to be taken by written consent without consent, including a meeting)draft of any material resolutions or actions proposed to be adopted by written consent. The Board Observer Observers shall be free prior to such meeting or adoption by written consent to contact the applicable board of directors and/or committee and discuss the pending actions to be taken. As long as Holdings is listed on the NYSE MKT, New York Stock Exchange or any other stock exchange which requires that such board of directors or committees have the right ability to receive all information provided exclude the Observers in order to be in compliance with applicable stock exchange rules and policies, any such board of directors or committee thereof may meet in executive session without the Observers present at any time. In the event that Holdings ceases to be listed on a stock exchange which requires, or the stock exchange on which Holdings is listed no longer requires, that such board of directors or committees have the ability to exclude the Observers in order to be in compliance with applicable stock exchange rules and policies, any such board of directors or committee thereof may meet in executive session without the Observers present to the members extent such board of directors or committee determines in good faith that each of the Board issues to be discussed at such session is not appropriate to be discussed with the Observers because (i) such issue directly involves the Loan Documents and discussion thereof would result in a conflict of Directors interest with the Lenders with respect thereto or (ii) the discussion of such issue in the presence of the Observers would result in the disclosure of trade secrets or the loss of attorney-client privilege. In the event Holdings or the Borrower excludes the Observers from any similar group performing an executive oversight meeting or similar function portion thereof or withholds any information or materials related thereto, Holdings and the Borrower shall promptly provide to the Observers a general description, which shall be true and correct in all material respects, of the matters discussed during such meeting or portion thereof at which the Observers were excluded and any such withheld information or materials. (b) Holdings (or any relevant committee thereofthe Borrower or a Subsidiary, as applicable) of shall pay the Acquiror in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Issuer shall reimburse the Board Observer for all Observers’ reasonable out-of-pocket costs expenses (including the cost of travel, meals and expenses incurred lodging) in connection with its participation the attendance of such meetings. (c) Notwithstanding anything in any such BOD Meeting. Notwithstanding this Section 7.16 to the foregoingcontrary, in the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or event neither ROS nor any of its Affiliates and its counsel; or (ii) such portion is a Lender under this Agreement, the number of a meeting is an executive session limited solely Observers pursuant to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect this Section 7.16 shall decrease from two people to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the otherperson.

Board Observation Rights. To the extent the Combination Closing Date has occurred, Required Purchasers The Holder shall be entitled to designate have one observer or more observers (the “Board Observer”"Agent Observers") to attend any regular meeting (a “BOD Meeting”) of the Board of Directors Members of the Acquiror (or, in each case, any relevant committees thereof), except that the Board Observer Borrower. The Agent Observers shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) Members of the Acquiror Borrower at any such meetingsmeeting. The Board Observer Agent Observers shall be timely notified of the time and place of any BOD Meetings such meeting and will be given written notice of all proposed actions to be taken by the Members of the Borrower at any such meeting as if the Agent Observers were members of the Members of the Borrower. Such notice shall describe in reasonable detail the nature and substance of the matters to he discussed and/or voted upon at any such meeting (or the proposed actions to be taken by written consent without a meeting). The Agent Observers shall have the right to receive all information provided to the members of the Members of the Borrower in anticipation of or at any such meeting, in addition to copies of the records of the proceedings or minutes of any such meeting, when provided to the members of the Members of the Borrower. The Borrower shall reimburse the Agent Observers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with their participation in any such meeting. The Agent Observers shall also have the right to receive all information provided to each member of the Board of Directors of each Subsidiary (or any relevant committee thereofif any) of the Acquiror Borrower (the "Other Boards"), in anticipation of or at all meetings thereof (whether regular or special and whether telephonic or Otherwise), in addition to copies of the records of the proceedings or minutes of such meetings, when provided to the members of such Other Boards. The Borrower will also furnish or will cause to be furnished to Administrative Agent and its counsel a copy of each written consent without a meeting adopted by the Members of the Borrower or any of the Other Boards not later than five (5) days after it has been signed by the last signatory thereto. The Members of the Borrower shall hold a regularly scheduled meeting at least quarterly. The Borrower shall cause an amendment to its organizational documents to effect this schedule if necessary. ln addition, the Company shall schedule, and the Holder shall be entitled to have one or more observers (the ''Operator Observers") attend, a formal planning meeting each fiscal quarter between the Company and the Eagle Operating, Inc., as if provided for in the Board Observer were a member thereofAcquisition Documents (as defined in the Credit Agreement). The Operator Observers shall be timely notified of the time and place of any such meeting and will be given written notice of all proposed agenda items. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at any such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer Operator Observers shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror Company in anticipation of or at any such meeting (regular or special including, reserve reports, seismic information, authorizations for expenditure, well logs, unit plans and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07design documents. The Issuer Company shall reimburse the Board Observer Operator Observers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with its their participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the othermeeting.

Board Observation Rights. To (a) Agent shall have the extent right to have a single representative attend all meetings of the Combination Closing Date has occurredboard of directors of Borrower and any Subsidiary, Required Purchasers shall be entitled as an observer without the right to designate one observer vote (the “Board Observer”) ). Borrower reserves the right to attend withhold any regular information and to exclude the Observer from any meeting (a “BOD Meeting”) of the Board or portion thereof if the Borrower reasonably determines that (a) the access to such information or attendance at such meeting would adversely affect the attorney-client privilege between Borrower and its counsel, (b) the access to such information or attendance at such meeting would result in disclosure of Directors trade secrets or a conflict of interest to Observer, (c) or the Observer is a competitor of the Acquiror (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to Company or discussed by the Board an Affiliate of Directors (or any relevant committee thereof) a competitor of the Acquiror at any such meetingsCompany. The Board Initially, the Observer shall be timely notified of the time and place of any BOD Meetings and will ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇. Observer shall be given provided written notice (which may be via email) of all proposed actions regular meetings of such entities’ board of directors at the same time as provided to any other director, and at least two full business days’ prior written notice (which may be taken by the Board of Directors (or any relevant committee thereofvia email) of all special meetings of such entities’ board of directors thereof unless due to the Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the emergency nature and substance of the matters to be discussed and/or voted upon addressed at the meeting 48 hours’ written notice is not reasonably practical. Borrower or Subsidiary, as applicable, shall concurrently provide Observer with copies of all notices, minutes, consents and other materials it provides to any member of such meeting (board of directors or any committee, provided that any materials protected from discovery by the attorney-client privilege or the proposed actions attorney work product privilege, any materials necessary or advisable in the good faith determination of such board of directors to avoid a conflict of interest between ▇▇▇▇▇▇▇▇, on the one hand, and Agent and Lenders, on the other hand, and any trade secrets may be taken by written consent without a meeting)excluded. The Board Observer shall have the right to receive all information All Confidential Information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition Observer pursuant to copies of the records of the proceedings or minutes of such meeting, when provided this Section 6.14 shall be subject to the members, and the Board Observer shall keep such materials and information confidential in accordance with confidentiality obligations under Section 12.0713.12. The Issuer shall ▇▇▇▇▇▇▇▇ will reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred by Observer in connection with its participation in attendance at any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access meetings. (b) In addition to any material other rights or meeting or portion thereof if: remedies to which the Agent may be entitled, ▇▇▇▇▇▇▇▇ agrees to and will indemnify and hold harmless Agent, Lenders, Observer, their Affiliates and all of their respective successors, assigns, officers, directors, employees, attorneys, and agents from and against any and all losses, claims, obligations, liabilities, deficiencies, diminutions in value, penalties, causes of action, damages, costs, and expenses (iincluding, without limitation, costs of investigation and defense, reasonable attorneys’ fees and expenses) the Board of Directors concludes in good faiththat they, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directorsthem, independent auditors and/or legal counselmay suffer, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable mattersincur, or (iiibe responsible for, arising or resulting from the exercise of rights pursuant to Section 6.14(a) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the otherand/or service or status as an “Observer”.

Board Observation Rights. To (a) Beginning on the extent date of this Agreement and ending on the Combination Closing Date has occurredlater of the date on which the Investor or its affiliates (i) have received the entirety of their Investment Return (as defined in Purchase Agreement), Required Purchasers shall be entitled and (ii) no longer hold any Securities (the “Observation Rights Termination Date” and such period from the date of this Agreement to designate one observer the Observation Rights Termination Date, the “Observation Period”), the Company hereby grants the Investor the option and right, exercisable at any time during the Observation Period, to appoint a representative (the “Board Observer”) ), to attend any regular meeting meetings (a “BOD Meeting”including, without limitation, telephonic or other electronic meetings) of the Board of Directors or any committee thereof (each, a “Committee”), including executive sessions, in an observer capacity. The Board Observer will not constitute a member of the Acquiror (or, in each case, Board or any relevant committees thereof), except that the Board Observer shall Committee and will not be entitled to vote on on, or consent to, any matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror at any such meetingsCommittee. The Board Observer shall be timely notified provided access to all Board and Committee materials and information as provided on the same terms and in the same manner as provided to the other members of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors or Committee. (or any relevant committee thereofb) of the Acquiror as if The Company shall (i) give the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such applicable meeting (or the proposed actions to be action taken by written consent without a meeting). The Board Observer shall have at the right to receive all information provided same time and in the same manner as notice is given to the members of the Board of Directors or any similar group performing an executive oversight Committee, (ii) provide the Board Observer with access to all materials and other information (including, without limitation, access to minutes of meetings or similar function (written consents of the Board or any relevant committee thereofCommittee) given to the members of the Acquiror Board or any Committee in anticipation connection with such meetings or actions taken by written consent at the same time and in the same manner such materials and information are furnished to such members of the Board or at any Committee, and (iii) provide the Board Observer with all rights to attend (whether in person or by telephone or other means of electronic communication as solely determined by the Board Observer) such meeting (regular meetings as a member of the Board or special any Committee. The Board Observer shall agree to maintain the confidentiality of all non-public information and whether telephonic or otherwise)proceedings of the Board and any Committee and, if so requested, to enter into a customary a confidentiality agreement, in addition to copies of a form mutually agreed upon by the records of the proceedings or minutes of such meeting, when provided to the members, Company and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Issuer shall reimburse (the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting“Confidentiality Agreement”). Notwithstanding the foregoing, upon request from the Issuer may exclude Investor, the Board Observer may provide, on a confidential basis, such non-public material and information to the Investor provided the Investor agrees to comply with and be bound by any Confidentiality Agreement. For the avoidance of doubt, the recipient of such confidential information from access the Board Observer may further provide such information to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as accountant and financial advisor that has been engaged by such recipient to discuss such matters or information; provided that any such recipient is bound by an obligation of confidentiality or agrees to be bound by the Board provisions of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the otherConfidentiality Agreement.

Board Observation Rights. To Until the extent earlier of (a) such date on which neither Vector Capital nor any of its affiliates under common control holds any Loans under the Combination Closing Credit Agreement, and (b) the Subordinated Note Mandatory Prepayment Date has occurred(as defined in the Credit Agreement, Required Purchasers dated as of May 4, 2018, by and among Vector Fusion Holdings (Cayman), Ltd., G▇▇▇▇▇▇ S▇▇▇▇ Lending Partners LLC, G▇▇▇▇▇▇ Sachs, and the other lenders parties thereto), Vector Capital (or its affiliate, including limited partners of Vector, holding a Loan) shall be entitled have the right to designate appoint one observer (the “Board Observer”) to the board of directors of the Borrower (the “Board of Directors”), who shall be entitled to attend any regular (or at the option of such Observer, monitor by telephone) one (1) regularly scheduled meeting per fiscal quarter (a the “BOD MeetingQuarterly Meetings”) of the Board of Directors (other than any portions of any Quarterly Meeting that (x) involve the Acquiror exchange of privileged attorney-client information or work product, or (ory) are subject to a conflict of interest with a Vector Capital Lender or other Lenders, in each case, any relevant committees thereof), except that the Board Observer reasonable discretion of Borrower) but shall not be entitled to vote on matters presented to or discussed by the Board of Directors vote, and who shall receive all reports, meeting materials (or any relevant committee thereof) of the Acquiror at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice including copies of all proposed actions board presentations), notices, written consents, minutes and other materials with respect to be taken by such Quarterly Meetings (in each case other than any portions of such reports or materials that contain information (i) that is subject to a conflict of interest with a Vector Capital Lender or other Lenders or (ii) that is subject to the Board attorney-client privilege, in the reasonable discretion of Directors (or any relevant committee thereofBorrower) of the Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information when provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07Directors. The Issuer Borrower shall reimburse the Board Observer for all the reasonable and documented out-of-pocket costs and travel expenses incurred by any such Observer in connection with its participation in such attendance at any in-person Quarterly Meetings, to the extent consistent with the Borrower’s policies of reimbursing directors generally for such BOD Meetingexpenses. Notwithstanding The Board of Directors shall use reasonable commercial efforts to hold at least one regularly scheduled meeting each fiscal quarter, but to the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) extent that the Board of Directors concludes in good faithdoes not convene (telephonically, upon advice in-person or otherwise) during a fiscal quarter, the Observer shall not have any observation rights during such quarter. The Observer shall not have any observer, information, notice or other rights with respect to the meetings of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorneyany committees or sub-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members committees of the Board or of Directors, independent auditors and/or legal counselany special meetings of the Board of Directors, as or any meetings of the Board of Directors may designate other than the Quarterly Meetings; provided, that if the matters that would normally be discussed by the Board of Directors at the Quarterly Meeting (i.e., the periodic financial health and such limitation is reasonably necessary with respect to performance of Borrower) are instead discussed by the applicable mattersBoard of Directors at a special meeting, or (iii) by a committee or sub-committee of the Board of Directors, then the Observer shall have observer and information rights for such exclusion is necessary to avoid a conflict of interest between special meeting or committee or sub-committee meeting, as applicable. The rights set forth in this paragraph 1 are the Acquiror on the one hand and the Required Purchasers on the other“Observer Rights.”

Board Observation Rights. To the extent the Combination Closing Date has occurred, Required Purchasers The Holder shall be entitled to designate have one observer or more observers (the “Board Observer”"Agent Observers") to attend any regular meeting (a “BOD Meeting”) of the Board of Directors Members of the Acquiror (or, in each case, any relevant committees thereof), except that the Board Observer Borrower. The Agent Observers shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) Members of the Acquiror Borrower at any such meetingsmeeting. The Board Observer Agent Observers shall be timely notified of or the time and place of any BOD Meetings such meeting and will be given written w1itten notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) Members of the Acquiror Borrower at any such meeting as if the Board Observer Agent Observers were a member thereofmembers of the Members of the Borrower. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at any such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer Agent Observers shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) Members of the Acquiror 801Tower in anticipation of or at any such meeting meeting, in addition to copies or the records of the proceedings or minutes of any such meeting, when provided to the members of the Members of the Borrower. The Borrower shall reimburse the Agent Observers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with their participation in any such meeting. The Agent Observers shall also have the right to receive all information provided to each member of the Board of Directors of each Subsidiary (if any) of the Borrower (the "Other Boards"), in anticipation of or at all meetings thereof (whether regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meetingmeetings, when provided to the membersmembers of such Other Boards. The Borrower will also furnish or will cause to be furnished to Administrative Agent and its counsel a copy of each written consent without a meeting adopted by the Members of the Borrower or any of the Other Boards not later than five (5) days after it has been signed by the last signatory thereto. The Members of the Borrower shall hold a regularly scheduled meeting at least quarterly. The Borrower shall cause an amendment to its organizational documents to effect this schedule if necessary. In addition , the Company shall schedule, and the Board Observer Holder shall keep such materials be entitled to have one or more observers (the "Operator Observers") attend, a formal planning meeting each fiscal quarter between the Company and information confidential the Eagle Operating, Inc., as provided for in accordance with Section 12.07the Acquisition Documents (as defined in the Credit Agreement). The Issuer Operator Observers shall be timely notified of the time and place of any such meeting and will be given written notice of all proposed agenda items. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at any such meeting. The Operator Observers shall have the right to receive all information provided to the Company in anticipation of or at any such meeting including, reserve reports, seismic information, authorizations for expenditure, well logs, unit plans and design documents. The Company shall reimburse the Board Observer Operator Observers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with its their participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Acquiror on the one hand and the Required Purchasers on the othermeeting.

Board Observation Rights. To the extent the Combination Closing Date has occurred, Required Purchasers The Administrative Agent shall be entitled to designate one observer (the “"Board Observer”") to attend any regular meeting (a “"BOD Meeting”") of the Board of Directors of the Acquiror Lead Borrower or any of its Subsidiaries (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Acquiror Lead Borrower or any of its Subsidiaries at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings (which shall be held no less than once per quarter) and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Acquiror Lead Borrower and any of its Subsidiaries at such meeting as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror Lead Borrower and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the . The Board Observer shall keep such materials and information confidential in accordance with Section 12.0712.19 of this Agreement. The Issuer Borrowers shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Issuer may exclude Board Observer from access shall not be entitled to receive portions of any material materials relating to, or meeting or be in attendance for any portion thereof if: of any BOD Meetings relating to topics which (i) the Board of Directors concludes in good faith, upon advice of the Acquiror’s counsel, that such exclusion is necessary are subject to preserve the attorney-client or work product privilege between the Acquiror or any of its Affiliates and its counsel; privilege, or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid present a conflict of interest between for the Acquiror on Board Observer; provided, however, that the one hand and Lead Borrower shall be required to provide the Required Purchasers on Board Observer with written notice that the otherLead Borrower is electing to withhold portions of materials from the Board Observer or to exclude the Board Observer from portions of BOD Meetings as permitted by this sentence. (q) Post-Closing Covenants.