Common use of Board Observation Rights Clause in Contracts

Board Observation Rights. The Borrower shall, and shall cause each of its Subsidiaries to, allow two (2) representatives designated by the Lender (such representatives, the “Board Observers”) to attend and participate in all meetings and other activities of the governing body of the Borrower and each of its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (a) give the Lender notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable governing body, (e) cause regularly-scheduled meetings of the applicable governing bodies to be held, and (f) to the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (or any committee or sub-committee thereof), the Board Observers shall be permitted to attend such meeting in person. The Borrower shall reimburse the Lender for the reasonable costs and expenses incurred by such Board Observers in connection with attendance at or participation in meetings, in an amount not to exceed such Board Observers’ actual travel costs.6.15

Board Observation Rights. For so long as fifty percent (50%) of the principal amount of the Note is outstanding, the Purchaser will be entitled to the following board observation rights (“Board Observation Rights”): The Borrower shallCompany shall permit one representative of the Lender to attend all in-person and telephonic meetings of the board of directors (excluding any committee meetings of the Board of Directors) of the Company (the “Board of Directors”) in a non-voting observer capacity, which observation right shall include the ability to observe discussions of the Board of Directors, and shall cause each provide such representative with copies of its Subsidiaries toall notices, allow two (2) representatives designated by the Lender (such representativesminutes, the “Board Observers”) to attend and participate in all meetings written consents, and other activities materials that it provides to members of the governing body Board of the Borrower and each of its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (a) give the Lender notice of all such meetingsDirectors, at the same time it provides them to such members. The observation right may be exercised in person or via telephone or videophone participation. The Lender agrees, on behalf of itself and any representative exercising the observation rights set forth herein, that so long as furnished it shall exercise its observation right (i) it shall hold in strict confidence pursuant to a confidentiality and non-disclosure agreement (in form and substance satisfactory to the directors, managers, Lender) all information and materials that it may receive or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide be given access to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable governing body, (e) cause regularly-scheduled connection with meetings of the applicable governing bodies Board of Directors and to be heldact in a fiduciary manner with respect to all information so provided (provided that this shall not limit its ability to discuss such matters with its officers, directors or legal counsel, as necessary), and (fii) the Board of Directors may withhold from it certain information or material furnished or made available to the extent there are any in person meetings Board of any governing body Directors or exclude it from certain confidential “closed sessions” of Borrower or any of its Subsidiaries (or any committee or sub-committee thereof), the Board Observers shall be permitted to attend of Directors if the furnishing or availability of such meeting in personinformation or material or its presence at such “closed sessions” would jeopardize such Company’s attorney-client privilege or if the Board of Directors otherwise reasonably so requires. The Borrower Board Observation Rights set forth in this Section 6.17 shall reimburse automatically terminate and be of no further force or effect upon the Lender earlier of (A) the indefeasibly payment in full of all Obligations (as defined in the Master Security Agreement) for indebtedness, or (B) until less than fifty percent (50%) of the reasonable costs and expenses incurred by such Board Observers in connection with attendance at or participation in meetings, in an principal amount not to exceed such Board Observers’ actual travel costs.6.15of the Note is outstanding.

Board Observation Rights. The Borrower shallAs long as the aggregate amount of the then outstanding Term Loans held by GC-Cap and/or its Affiliates is at least forty percent (40%) of the aggregate amount of the sum of (a) the Term Loan funded by GC-Cap and/or its Affiliates on the Original Closing Date plus (b) the Term Loan funded by GC-Cap and/or its Affiliates on the Restatement Effective Date, and shall cause each of its Subsidiaries to, Parent Holdco and Borrower shall allow two (2) representatives one non-voting representative designated by the Lender (such representatives, the “Board Observers”) Agent to attend and participate in all meetings and other activities of the board of directors or equivalent governing body of the Borrower and each of its Subsidiariessuch Person, including excluding all committees and sub- sub-committees thereofthereof (each, a “Board Observer”); provided, that such Board Observer shall have executed a customary confidentiality agreement. The Borrower shallParent Holdco or Borrower, and as applicable, shall cause each of its Subsidiaries to, (ai) give the Lender Agent notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, members of Borrower or the applicable Subsidiarysuch governing body, (bii) provide to each the Board Observer all notices, documents notices and information board packages furnished to the directors, managers, members, or partners, as applicable, members of each entitysuch governing body, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to the members of such directors, managers, members, or partners, as applicablegoverning body, (ciii) notify each the Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body body, and all committees and sub-committees thereof, (div) provide each the Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable such governing body. Notwithstanding the foregoing, Parent Holdco or Borrower shall be entitled to (x) exclude the Board Observer from any portion of any meeting or telephone call (i) consisting of an executive session, (eii) cause regularly-scheduled meetings of when the applicable governing bodies body discusses any matters relating to be heldthis Agreement, the Other Documents, the Revolving Loan Documents, or Parent Holdco’s or Borrower’s relationship with the Agent or the Lenders, or (iii) if and (f) to the extent there are any in person meetings of any governing body of Parent Holdco or Borrower or any of its Subsidiaries (or any committee or sub-committee thereof), reasonably believes that the Board Observers shall be permitted to attend such meeting in person. The Borrower shall reimburse the Lender for the reasonable costs and expenses incurred by such Board Observers in connection with attendance Observer’s presence at or participation in meetingssuch meeting or telephone conference (or any portion thereof) may create a conflict of interest for the Board Observer or affect the attorney/client or a similar privilege of any of the Loan Parties and their legal advisors, in an amount not and (y) withhold from the Board Observer information delivered to exceed the governing body prior to any such Board Observers’ actual travel costs.6.15meeting to the extent such information relates to any of the foregoing.

Board Observation Rights. The Borrower shallEach Lender whose portion of the Loans is at least $40,000,000 or more of the combined principal amount of Loans outstanding and unused Commitments (or, and shall cause each of its Subsidiaries toif no Lender meets such threshold, allow two (2) representatives designated by 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 (such representatives, the “Board ObserversObserver”) to attend and participate in all meetings and other activities any regular meeting (a “BOD Meeting”) of the governing body Board of Directors of the Borrower and each of Parent (or its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (adirect or indirect ultimate parent holding company) give the Lender notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable governing body, (e) cause regularly-scheduled meetings of the applicable governing bodies to be held, and (f) to the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (or or, in each case, any committee or sub-committee relevant committees thereof), except that the Board Observers 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 Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. The Board Observer shall be permitted 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 attend be taken by the Board of Directors (or any relevant committee thereof) of the 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 personreasonable 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 Borrower 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 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 12.19 of this Agreement. The Borrowers shall reimburse the Lender Board Observer for the all reasonable out-of-pocket costs and expenses incurred by such Board Observers in connection with attendance at or its participation in meetingsany such BOD Meeting. Notwithstanding the foregoing, the Board Observer may be excluded from access to any meeting of the Board of Directors (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 an amount not good faith (i) that such exclusion is necessary to exceed preserve attorney-client privilege or (ii) that such Board Observers’ actual travel costs.6.15meeting (or portion thereof) or materials present a bona fide conflict of interest between the Borrowers and the Agents and the Lenders.

Board Observation Rights. The Borrower shall, and For so long as the Obligations remain outstanding Agent shall cause each have the right to designate one (1) representative (“Representative”) which Representative shall either be (i) a person employed by Agent or one of its Subsidiaries to, allow two Affiliates or (2ii) representatives any other person designated by the Lender Agent and reasonably acceptable to the Borrower, who shall: (a) solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such representativesnotice has not been rescinded by Agent by written notice to the Borrower, receive prior notice of all meetings (both regular and special) of the board of directors or similar governing body (the “Board ObserversGoverning Body”) and/or the holders of the Equity Interests of and of each committee of any such Governing Body of (i) each Loan Party, (ii) each of any Loan Party’s Subsidiaries, and (iii) each direct or indirect parent of any Loan Party; (b) solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower, be entitled to attend (or, at the option of such Representative, monitor by telephone) all such meetings; (c) solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower, receive all notices, information, reports and minutes of meetings, which are furnished (or made available) to the members of any such Governing Body and/or committee and/or holders of Equity Interests at or around the same time and in the same (in all material respects) manner as the same is furnished (or made available) to such members; and (d) solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower, be entitled to participate in all meetings and other activities of discussions conducted at such meetings. Solely to the governing body of extent the Agent has delivered written notice to Borrower and each of its Subsidiaries, including all committees and sub- committees thereof. The Borrower shallthat it elects to receive material non-public information, and shall cause each of its Subsidiaries to, (a) give the Lender such notice of all such meetings, at the same time as furnished has not been rescinded by Agent by written notice to the directorsBorrower, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide if any action is proposed to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or be taken by any such Governing Body and/or committee by written consent in anticipation lieu of a meeting, an the Loan Parties shall give, or shall cause to be given, written notice thereof to each Representative, which notice shall describe in reasonable detail the nature and substance of such proposed action before any such action is taken and in any event not materially later than the date upon which any member of any such board of directors (or similar governing body) and/or committee receives the same. Solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written consent or otherwisenotice to the Borrower, at the same time furnished to such directors, managers, membersLoan Parties shall furnish, or partnersshall cause to be furnished, as applicable, (c) notify to each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings Representative with a copy of each such governing body written consent at or around the same time, and in the same (in all committees material respects) manner as the same is furnished (or made available) to such members. The Loan Parties shall be required to reimburse Agent for its reasonable and subdocumented out-committees thereofof-pocket costs and expenses under this Section 5.16 with respect to attending such board or committee meetings, which costs and expenses shall be reimbursed promptly upon submission of customary expense reports and documentation. For the avoidance of doubt, each Representative (dx) provide each Board Observer copies shall not constitute a director and/or member of the minutes of all such meetings at the time such minutes are furnished a board committee; (y) shall not be entitled to the members of the applicable governing body, (e) cause regularly-scheduled vote or consent on any matters presented by meetings of the applicable governing bodies to be held, Governing Body and/or committee or actions taken in lieu of a meeting; and (fz) shall not be entitled to any rights other than those provided by this Section 5.16. The parties hereto agree that the Representative does not have a fiduciary duty or any other duties or responsibilities to the extent there are any in person meetings of any governing body of Borrower Loan Parties or any of their respective Affiliates. Subject to the first sentence of this Section 5.16, Agent may designate a new individual to serve as the Representative at any time and at its sole discretion. Notwithstanding the foregoing, the Representative shall not be entitled to receive materials relating to, or be in attendance for any discussions relating to, topics which, based upon the advice of counsel (i) the Representative’s access to such information or attendance for such discussion would reasonably be expected to terminate the attorney client privilege between any Loan Party or its Subsidiaries and its counsel, or (ii) concern the Loan Parties’ strategy or any committee negotiations with respect to the Loan Documents or sub-committee thereof), otherwise would present a conflict of interest for such Representative or the Board Observers shall be permitted to attend such meeting in person. The Borrower shall reimburse Agent or the Lender for the reasonable costs and expenses incurred by such Board Observers in connection with attendance at or participation in meetings, in an amount not to exceed such Board Observers’ actual travel costs.6.15Lenders.

Board Observation Rights. The Borrower shall, and Administrative Agent shall cause each of its Subsidiaries to, allow two be entitled to designate one observer (2) representatives designated by the Lender (such representatives, the “Board ObserversObserver”) to attend and participate in all meetings and other activities any regular meeting (a “BOD Meeting”) of the governing body Board of Directors of the Borrower and each Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries, including all committees and sub- committees 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 Parent (or its direct or indirect ultimate parent holding company) at any such meetings. The Borrower shall, Board Observer shall be timely notified of the time and place of any BOD Meetings (which shall cause each of its Subsidiaries to, (abe held no less than once per quarter) give the Lender notice of all such meetings, at the same time and in the same manner as furnished notice is given to the directors, managers, 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 partners, its direct or indirect ultimate parent holding company) at such meeting as applicable, of Borrower or if the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of were a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each member thereof. The Board Observer and permit each such Board Observer shall have the right to participate by telephone in, emergency meetings of each such governing body and receive all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished information provided to the members of the applicable governing body, (e) cause regularly-scheduled meetings Board of Directors of the applicable governing bodies Parent (or its direct or indirect ultimate parent holding company) in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to be heldcopies of the records of the proceedings or minutes of such meeting, when provided to the members, and (f) to the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (or any committee or sub-committee thereof), the Board Observers Observer shall be permitted to attend keep such meeting materials and information confidential in personaccordance with Section 12.19 of this Agreement. The Borrower shall reimburse the Lender Board Observer for the all reasonable and documented out-of-pocket costs and expenses incurred by such Board Observers in connection with its participation in any such BOD Meeting. Notwithstanding any rights granted hereunder, Parent shall have the right to exclude the Board Observer from access to any material or meeting or portion thereof if (A) access to such information or attendance at such meeting or participation in meetingsportion thereof would, in an amount 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 in good 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 material or meeting or portion thereof; provided that 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 exceed any portion of the material and/or meeting that does not involve or pertain to such Board Observers’ actual travel costs.6.15exclusion (to the extent reasonably severable).

Board Observation Rights. The Borrower shall, and shall cause each of its Subsidiaries to, allow two (2) representatives designated by the Lender (such representatives, the “Board Observers”) to attend and participate in all meetings and other activities of the governing body of the Borrower and each of its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (a) For so long as the Ownership Percentage (calculated as described in Section 3.3(a) below) of the Bravo Investor Parties equals or exceeds five percent (5%), and provided that the Bravo Investor Parties shall not have two nominees serving on the Company’s Board of Directors, the Bravo Investor Parties shall be entitled to designate a representative who the Company shall permit to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give the Lender notice such representative copies of all such meetingsnotices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as furnished provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the directors, managers, Company reserves the right to withhold any information and to exclude such representative from any meeting or partners, as applicable, portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of Borrower trade secrets or the applicable Subsidiary, a conflict of interest. (b) provide For so long as the Ownership Percentage (calculated as described below) of the Middlemarch Investor Parties equals or exceeds two and one-quarter percent (2.25%) and the Bravo Investor Parties retain the right to each appoint an observer under Section 3.1(a), the Middlemarch Investor Parties shall be entitled to designate a representative who the Company shall permit to attend all meetings of its Board Observer of Directors in a nonvoting, nonparticipating observer capacity and, in this respect, shall give such representative copies of all notices, documents minutes, consents, and information furnished other materials that it provides to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, its directors at the same time furnished and in the same manner as provided to such directors; provided, managershowever, membersthat such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or partnersportion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest or otherwise be detrimental to the Company. For purposes of this Agreement, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies “Ownership Percentage” of the minutes Middlemarch Investor Parties shall mean, at any time of all such meetings at determination, the time such minutes are furnished percentage equal to (i) the members number of shares of (w) Common Stock issuable upon the conversion of the applicable governing body, Preferred Stock plus (ex) cause regularly-scheduled meetings Common Stock issued upon the conversion of the applicable governing bodies to be heldPreferred Stock, each that the Middlemarch Investor Parties Beneficially Own, divided by (ii) the total number of shares of (x) Common Stock issued and outstanding plus (fy) to Common Stock issuable upon the extent there are any in person meetings conversion of any governing body the Preferred Stock then outstanding plus (z) Common Stock issuable upon the conversion of Borrower or any of its Subsidiaries (or any committee or sub-committee thereof), the Board Observers shall be permitted to attend such meeting in person. The Borrower shall reimburse the Lender for the reasonable costs and expenses incurred by such Board Observers in connection with attendance at or participation in meetings, in an amount not to exceed such Board Observers’ actual travel costs.6.15Series 1 Preferred Stock then outstanding.

Board Observation Rights. The From and after the Amendment No. 2 Effective Date until the earlier to occur of (x) the date the Borrower shalldelivers a Compliance Certificate in accordance with Section 5.1(c) with respect to any Fiscal Quarter evidencing that the Total Leverage Ratio is less than 4.00:1.00 or (y) the date the sum of (I) the Amendment No. 3 Post-Effective Date Prepayment Amount plus (II) from and after the day the Borrower has made the 2022 Q4 Mandatory Prepayment, and an amount equal to the 2022 Q4 Mandatory Prepayment, first becomes equal to or greater than $65,000,000, Holdings shall cause each of its Subsidiaries to, allow permit two (2) authorized representatives designated by the Lender Requisite Lenders and notified in writing to Holdings (such representativeseach, the a “PLBY Board ObserversObserver”) to attend and participate (in the capacity of a non-voting observer) in all meetings and other activities of Holdings’ Board of Directors (the governing body of “PLBY Board”), whether in person, by telephone, or otherwise. Holdings shall provide such PLBY Board Observers the Borrower and each of its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (a) give the Lender same notice of all such meetings, at meetings and copies of all such meeting materials distributed to members of the same time as furnished PLBY Board concurrently with provision of such notice and materials to the directorsPLBY Board; provided, managershowever, that each such PLBY Board Observer (i) prior to attendance and participation at meetings of the PLBY Board, shall be subject to customary background checks, execution of a customary non-disclosure agreement, and execution of any other documentation reasonably required by the Borrower, (ii) shall hold all information and materials disclosed or delivered to such PLBY Board Observer in confidence in accordance with but subject to the provisions of Section 10.17 and (iii) may be excluded from access to any material or meeting or portion thereof (A) if the PLBY Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such PLBY Board Observer's access or attendance could materially and adversely affect the PLBY Board’s fiduciary duties, (B) if such material relates to, or partnerssuch meeting or portion thereof involves discussions regarding, as applicable, of Borrower the refinancing or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, membersrestructuring of, or partnersinterpretation of any legal matter regarding, as applicablethe Loans, or (C) during any executive session of the PLBY Board. The Loan Parties shall pay the amounts set forth in the Amendment No. 2 Fee Letter in respect of each entity, whether at or in anticipation of a meeting, an PLBY Board Observer. If it is proposed that any action be taken by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings in lieu of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies a meeting of the minutes PLBY Board, Holdings shall provide such PLBY Board Observers a copy of all such meetings the written consent at the time such minutes are furnished written consent is distributed to members of the PLBY Board. The PLBY Board Observers shall be free to contact the members of the applicable governing body, (e) cause regularly-scheduled meetings of PLBY Board and discuss the applicable governing bodies to be held, and (f) to the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (or any committee or sub-committee thereof), the Board Observers shall be permitted to attend such meeting in person. The Borrower shall reimburse the Lender for the reasonable costs and expenses incurred by such Board Observers in connection with attendance at or participation in meetings, in an amount not to exceed such Board Observers’ actual travel costs.6.15proposed written consent.

Board Observation Rights. The Borrower shall, (a) Beginning at the Corporate Merger Effective Time and shall cause each of ending on the date that White Deer and its Subsidiaries to, allow two Affiliates (2) representatives designated by the Lender (such representativescollectively, the “Board ObserversWhite Deer Group Members”) no longer beneficially own at least 2,249,678 shares of Company Common Stock (the “Board Rights Termination Date” and such period from the date of this Agreement to the Board Rights Termination Date, the “Observation Period”), the Company hereby grants White Deer the option and right, exercisable at any time during the Observation Period by delivering a written notice of such appointment to the Company (the “Observer Notice”), to appoint a single representative (the “Board Observer”), to attend and participate in all meetings and other activities of the governing body Board during the Observation Period in an observer capacity. Subject to Section 1(c), the Board Observer may participate fully in discussions of all matters brought to the Board, but shall not constitute a member of the Borrower Board and each shall not be entitled to vote on, or consent to, any matters presented to the Board. For the avoidance of its Subsidiariesdoubt, including all committees and sub- committees thereofthe Board Observer shall have no right to attend any meeting of any committee of the Board (each, a “Committee”). The Borrower shallBoard Observer shall be provided access to all Board materials and information as provided on the same terms and in the same manner as provided to the other members of the Board. (b) Subject to Section 1(c), and The Company shall cause each of its Subsidiaries to, (ai) give the Lender Board Observer notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, meeting or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action taken by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at promptly following the time such minutes are furnished notice is given to the members of the applicable governing bodyBoard, (ii) provide the Board Observer with access to all notices, minutes, consents and other materials, including any draft versions, proposed written consents, and exhibits and annexes to any such materials, and other information given to the members of the Board in 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 and (iii) provide the Board Observer with all rights to attend such meetings as a member of the Board. The Board Observer shall agree to maintain the confidentiality of all information and proceedings of the Board and to enter into, comply with, and be bound by, in all respects, the terms and conditions of a confidentiality agreement, substantially in the form attached hereto as Annex A (the “Confidentiality Agreement”); provided, however, upon request from any White Deer Group Member, the Board Observer shall provide, on a confidential basis, such non-public material and information to such White Deer Group Member; provided that such White Deer Group Member has agreed in writing to comply with and be bound by, in all respects, the Confidentiality Agreement. (c) Notwithstanding any rights to be granted or provided to the Board Observer hereunder, the Company reserves the right to exclude the Board Observer from access to any material or meeting or portion thereof if the Board reasonably determines, acting in good faith, that such access would prevent the members of the Board from engaging in attorney-client privileged communication (provided, however, that any such exclusion shall only apply to such portion of such material or meeting which would be required to preserve such privilege). 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 Board Observer or its Affiliates and the Company (including, for the avoidance of doubt, any direct or indirect interest held by any of the White Group Members in an existing or potential competitor of the Company), and if such conflict of interest or the matters underlying such conflict of interest (including, for the avoidance of doubt, such existing or potential competitor) are to be discussed at a meeting of the Board, the Board reserves the right to exclude the Board Observer from access to any material or meeting or portion thereof and the Board Observer shall recuse himself or herself from any discussions regarding the conflict of interest. (d) From and after the Board Rights Termination Date, the rights of the White Deer Group Members in Sections 1(a) and Section 1(b) shall cease. (e) cause regularly-scheduled meetings For the avoidance of the applicable governing bodies to be held, and (f) to the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (or any committee or sub-committee thereof)doubt, the Board Observers Observer in its capacity as a Board Observer shall be permitted have (i) no fiduciary duty to attend such meeting the Company and (ii) no obligations to the Company under this Agreement, except as described in person. The Borrower shall reimburse the Lender for the reasonable costs and expenses incurred by such Board Observers in connection with attendance at Section 1 of this Agreement, or participation in meetings, in an amount not to exceed such Board Observers’ actual travel costs.6.15any stockholder.

Board Observation Rights. The Borrower shall, and Administrative Agent shall cause each of its Subsidiaries to, allow two be entitled to designate one observer (2) representatives designated by the Lender (such representatives, the “Board ObserversObserver”) to attend and participate in all meetings and other activities any regular meeting (a “BOD Meeting”) of the governing body Board of Directors of the Administrative Borrower and each of (or its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (adirect or indirect ultimate parent holding company) give the Lender notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable governing body, (e) cause regularly-scheduled meetings of the applicable governing bodies to be held, and (f) to the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (or or, in each case, any committee or sub-committee relevant committees thereof), except that the Board Observers 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 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 permitted 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 attend be taken by the Board of Directors (or any relevant committee thereof) of the 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 personreasonable 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 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 12.19 of this Agreement. The Borrowers shall reimburse the Lender Board Observer for the all reasonable and documented out-of-pocket costs and expenses incurred by such Board Observers in connection with attendance at or its participation in meetingsany such BOD Meeting. The applicable Board shall not be obligated to provide the Board Observer with any information (x) that is subject to any 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 (z) that relates to the strategy, negotiating positions or similar matters relating to the relationship of the Administrative Borrower and/or any of its respective Affiliates, on the one hand, with the Lenders and/or any of its respective Affiliates (in each case, in an amount not the capacity as a holder of Indebtedness pursuant to exceed such Board Observers’ actual travel costs.6.15any Loans), on the other hand.

Board Observation Rights. (a) The Borrower shall, and Initial Lenders shall cause each of its Subsidiaries to, allow two (2) representatives designated by have the Lender (such representatives, the “Board Observers”) right to attend and participate in all meetings and other activities of appoint a single observer to the governing body of the Borrower and each Loan Party (each, a “Board of its SubsidiariesDirectors”), including all committees and sub- committees thereof. The Borrower shall, and which Person shall cause each of its Subsidiaries to, be entitled to attend (a) give the Lender notice of all such meetings, or at the same time as furnished to the directorsoption of such observer, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (bmonitor by telephone) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body Board of Directors and all committees and sub-committees thereof, (d) provide each committee of each Board Observer copies of Directors (other than any portions of any meetings that relate to this Loan Agreement or which involve the minutes exchange of privileged attorney-client information or work product) but shall not be entitled to vote on, or consent to or otherwise approve any activity or policy taken of adopted by the Board of Directors, and which Person shall receive all reports, meeting materials, notices, written consents, and other materials, including but not limited to, consents in lieu of meetings (in each case other than any portions of such meetings at the time such minutes are furnished reports or materials that contain confidential information relating to this Loan Agreement or attorney-client privileged information or work product) as and when provided to the members of the applicable governing bodyBoard of Directors. For the avoidance of doubt, (e) cause regularly-scheduled meetings of the applicable governing bodies in no event shall such observer have any fiduciary duties or be considered or deemed to be held, and (f) a director of such Loan Party or be required to the extent there are any in person meetings be present for purposes of any governing body of Borrower or any of its Subsidiaries (or any committee or sub-committee thereof), the Board Observers shall be permitted to attend such meeting in persona quorum. The Borrower Borrowers shall reimburse the Lender Initial Lenders for the reasonable costs and travel expenses incurred by any such Board Observers observer appointed by the Initial Lenders in connection with attendance at or participation in meetingsmeetings in person or by telephone to the same extent as directors of the applicable Loan Party are reimbursed for such expenses. (b) Each Borrower and each other Loan Party agrees that such observer may share with the Administrative Agent and Lenders with which such observer is affiliated and any of the Administrative Agent’s and any Lender’s legal and financial advisors any information, confidential or otherwise, related to the business and operations of any of the Loan Parties disclosed to such observer. (c) Each Borrower agrees to hold at least one meeting of its Board of Directors in person in each fiscal year of the Borrowers. Each Borrower further agrees to hold at least two other meetings of its Board of Directors, either in person or via teleconference other than the fiscal quarter in which an amount not in-person Board of Directors meeting is held pursuant to exceed such Board Observers’ actual travel costs.6.15the immediately preceding sentence.

Board Observation Rights. The Borrower shall(a) Subsequent to the execution and delivery of this Agreement, during the period beginning on the Designation Rights Termination Date (as defined in Section 2(a) below) and ending on the Observation Rights Termination Date (defined in Section 1(c) below) (the “Observation Period”), the NGL Entities hereby grant Highstar the option and right, exercisable at any time during the Observation Period, upon written approval of a majority of the then-Outstanding Preferred Units and Warrants voting as a single class (with one vote per Preferred Unit and one vote per Warrant) held, directly or indirectly, by the Purchaser Group Members (“Purchaser Approval”), by delivery of a written notice signed by Highstar of such appointment to the NGL Entities (the “Observer Notice”), to appoint a single representative, who shall cause each be employed by any of the Purchasers, their Affiliates and any fund, entity or account managed, advised or sub-advised directly or indirectly, by a Purchasers or any of its Subsidiaries toAffiliates, allow two or the direct or indirect equity owners, including limited partners of a Purchaser or any of its Affiliates (2) representatives designated by the Lender (such representativescollectively, the “Board ObserversPurchaser Group Members”) at the time of such appointment (the “Board Observer”), to attend and participate in all meetings and other activities (including telephonic) of the governing body full Board during the Observation Period in an observer capacity. The Observer Notice shall be delivered to the NGL Entities prior to the Board Observer’s attendance of any meeting of the Borrower full Board. (b) The Board Observer shall not constitute a member of the Board and each of its Subsidiariesshall not be entitled to vote on, including all committees and sub- committees thereofor consent to, any matters presented to the Board. The Borrower shall, and NGL Entities shall cause each of its Subsidiaries to, (ai) give the Lender Board Observer written notice of all such meetings, the applicable meeting or action taken by written consent at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, manner as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished notice is given to the members of the applicable governing bodyBoard, (eii) cause regularlyprovide 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 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, 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. Notwithstanding any rights to be granted or provided to the Board Observer hereunder, the NGL Entities reserve the right to exclude the Board Observer from access to any material or meeting or portion thereof if the Board reasonably determines, in good faith, that such access would prevent the members of the Board from engaging in attorney-scheduled meetings client privileged communication; provided, however, that 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. The Board Observer shall have no right to attend any meeting of any committee of the full Board (each, a “Committee”); provided, however, the NGL Entities shall (iv) give the Board Observer written notice of the applicable governing bodies meeting or action taken by written consent of such Committee at the same time and in the same manner as notice is given to be held, the members of such Committee and (fv) with respect to the extent there are any in person meetings Audit Committee and the Compensation Committee of any governing body of Borrower or any of its Subsidiaries (or any committee or sub-committee thereof)the Board, provide the Board Observers shall be permitted Observer with copies of all written materials and other information (including, without limitation, copies of minutes of meetings or written consents of such Committee) given to attend such meeting in person. The Borrower shall reimburse the Lender for members of the reasonable costs Audit Committee and expenses incurred by such Board Observers the Compensation Committee in connection with attendance such meetings or actions taken by written consent at or participation the same time such materials and information are furnished to such members of the Audit Committee and the Compensation Committee. (c) The rights contained in meetingsthis Section 1 shall immediately cease and terminate on the date (such date, the “Observation Rights Termination Date”) that the Purchaser Group Members no longer own, in an amount not to exceed such Board Observers’ actual travel costs.6.15the aggregate, at least 2.5% of the Partnership’s Outstanding Common Units (treating all Outstanding Preferred Units as having been converted at the Conversion Rate then in effect and all Warrants as having been exercised). From and after the Observation Rights Termination Date, the rights of Highstar in this Section 1 shall cease.

Board Observation Rights. 1.3.1. For so long as any shares of Series E Preferred originally issued under the Series E Stock Purchase Agreement to Covidien Group S.a.r.l. (“Covidien”) remain outstanding (appropriately adjusted to reflect stock splits, stock dividends, reorganizations and capitalization changes effected after the date hereof) and subject to the provisions of SECTION 1.1.6, the Company shall invite a representative (the “Covidien Representative”) of Covidien, who shall initially be Xxxxx Xxxxxxxxxxx, to attend all meetings of the Board (and any committees thereof) in a non-voting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials and information that it provides to its directors (and committee members) at the same time and in the same manner as provided to such directors. 1.3.2. For so long as Split Rock is entitled to designate a member of the Board, Split Rock shall be entitled to have an additional representative (the “Split Rock Representative”) attend all meetings of the Board (and any committees thereof) in a non-voting observer capacity and, in this respect, the Company shall give such representative copies of all notices, minutes, consents and other materials and information that it provides to its directors (and committee members) at the same time and in the same manner as provided to such directors. If at any point Split Rock is no longer entitled to designate a member of the Board, Split Rock’s right to have a representative in a non-voting observer capacity shall be governed by the Management Rights Letter, dated as of November 12, 2009. 1.3.3. For so long as Life Sciences is entitled to designate a member of the Board, Life Sciences shall be entitled to have an additional representative (the “Life Sciences Representative”) attend all meetings of the Board (and any committees thereof) in a non-voting observer capacity and, in this respect, the Company shall give such representative copies of all notices, minutes, consents and other materials and information that it provides to its directors (and committee members) at the same time and in the same manner as provided to such directors. If at any point Life Sciences is no longer entitled to designate a member of the Board, Life Sciences’ right to have a representative in a non-voting observer capacity shall be governed by the Management Rights Letter, dated as of May 27, 2008. 1.3.4. For so long as Essex is entitled to designate a member of the Board, Essex shall be entitled to have an additional representative (the “Essex Representative”) attend all meetings of the Board (and any committees thereof) in a non-voting observer capacity and, in this respect, the Company shall give such representative copies of all notices, minutes, consents and other materials and information that it provides to its directors (and committee members) at the same time and in the same manner as provided to such directors. If at any point Essex is no longer entitled to designate a member of the Board, Essex’s right to have a representative in a non-voting observer capacity shall be governed by the Management Rights Letter, dated as of November 12, 2009. 1.3.5. Xxxxxx X. Xxxxxxxxx (the “Founders Representative” and, together with the Covidien Representative, the Split Rock Representative, the Life Sciences Representative and the Essex Representative, the “Representatives”) shall be entitled to attend all meetings of the Board (and any committees thereof) in a non-voting observer capacity and, in this respect, the Company shall give such representative copies of all notices, minutes, consents and other materials and information that it provides to its directors (and committee members) at the same time and in the same manner as provided to such directors. The Borrower shallrights of Founders Representative to attend Board meetings in a non-voting observer capacity and to receive the related materials and information under this SECTION 1.3.5 shall continue for one year from the date of this Agreement, and shall cause each of its Subsidiaries to, allow automatically renew for successive one year periods following that initial term unless the Board (including at least two (2) representatives designated of the Preferred Directors) terminates such rights upon written notice to Xxxxxx X. Xxxxxxxxx not less than 30 days prior to the expiration of the initial term or then-current term of the Founders Representative rights. 1.3.6. In connection with the board observation rights granted in this SECTION 1.3, the Representatives shall agree to hold in confidence and trust all confidential or non-public information provided to them in connection with, or discussed at, any Board meetings. 1.3.7. The Company reserves the right to exclude any Representative from access to any materials, any Board meetings or Board committee meetings or portions thereof if the Board reasonably determines, upon the advice of outside counsel for the Company, that such access would (i) adversely affect the attorney-client privilege between the Company and its counsel or (ii) result in a conflict of interest on the part of the Investor represented by such Representative (such as, for the Covidien Representative, with respect to the consideration of investments by, strategic relationships with or acquisitions or mergers with, other medical device companies). 1.3.8. If a meeting of the Board is conducted via telephone or other electronic medium (i.e., videoconference), the Representatives may attend such meeting via the same medium; provided, however, that it shall be a material breach of this Agreement for anyone other than the Representatives to attend or participate in any way in such meeting, directly or indirectly, without the Company’s express prior written consent. 1.3.9. The Company will pay for the reasonable out-of-pocket expenses incurred by the Lender (such representativesRepresentatives, if any, when conducting the “Board Observers”) to attend and participate in all meetings and other activities of the governing body of the Borrower and each of its SubsidiariesCompany’s business, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (a) give the Lender notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable governing body, (e) cause regularly-scheduled attending meetings of the applicable governing bodies to be held, Board and (f) to the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (or any committee or sub-committee thereof), the Board Observers shall be permitted to attend such meeting in person. The Borrower shall reimburse the Lender for the reasonable costs and expenses incurred by such Board Observers in connection with attendance at or participation in meetings, in an amount not to exceed such Board Observers’ actual travel costs.6.15committees.

Board Observation Rights. (i) The Borrower shall, and Administrative Agent shall cause each of its Subsidiaries to, allow two be entitled to designate one observer (2) representatives designated by the Lender (such representatives, the “Board ObserversObserver”) to attend and participate in all meetings and other activities any regular meeting (a “BOD Meeting”) of the governing body Board of the Borrower and each Directors of Topco (or its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (adirect or indirect ultimate parent holding company) give the Lender notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable governing body, (e) cause regularly-scheduled meetings of the applicable governing bodies to be held, and (f) to the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (or or, in each case, any committee or sub-committee relevant committees thereof), except that the Board Observers Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of Topco (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. (ii) The Board Observer shall be permitted 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 attend be taken by the Board of Directors (or any relevant committee thereof) of Topco (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 person. 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). (iii) 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 Topco (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 12.19 of this Agreement. (iv) The Borrower shall reimburse the Lender Board Observer for the all reasonable and documented out-of-pocket costs and expenses incurred by such Board Observers in connection with attendance its participation in any such BOD Meeting. (v) Notwithstanding the foregoing, all such requirements shall be subject to the Disclosure Limitations and the Borrower or the applicable Subsidiary shall be entitled to exclude the Board Observer from any portion of any meeting or telephone call (and, in the case of such exclusion, such Board Observer shall not be entitled to receive any materials in respect thereof) (A) when the governing body discusses any matters relating to this Agreement or the other Loan Documents, or the Borrower’s relationship with the Administrative Agent or the Lenders (including, strategy, negotiating position or similar matters relating to the Loan Documents or any permitted refinancing thereof) and (B) if and to the extent the Borrower reasonably believes that the Board Observer’s presence at or participation in meetingssuch meeting or telephone conference (or any portion thereof) may affect the attorney/client privilege or attorney work product of any of the Loan Parties and their legal advisors; provided, however in the case of this clause (B), any such concern shall be disclosed in advance of any meeting (to the extent that providing such disclosure does not (in the Borrower’s reasonable judgment) jeopardize the attorney client privilege to be preserved) and the Borrower shall use commercially reasonable efforts to discuss such topics and provide information to the Board Observer in respect of such topic, in an amount not to exceed each case, without waiving such Board Observers’ actual travel costs.6.15privilege;

Board Observation Rights. The Borrower shallEach Lender whose portion of the Loans is at least $40,000,000 or more of the combined principal amount of Loans outstanding and unused Commitments (or, and shall cause each of its Subsidiaries toif no Lender meets such threshold, allow two (2) representatives designated by 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 (such representatives, the “Board ObserversObserver”) to attend and participate in all meetings and other activities any regular meeting (a “BOD Meeting”) of the governing body Board of Directors of the Borrower and each of Parent (or its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (adirect or indirect ultimate parent holding company) give the Lender notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable governing body, (e) cause regularly-scheduled meetings of the applicable governing bodies to be held, and (f) to the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (or or, in each case, any committee or sub-committee relevant committees thereof), except that the Board Observers 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 Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. The Board Observer shall be permitted 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 attend be taken by the Board of Directors (or any relevant committee thereof) of the 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 personreasonable 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 Borrower 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 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 142901395v2 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 12.19 of this Agreement. The Borrowers shall reimburse the Lender Board Observer for the all reasonable out-of-pocket costs and expenses incurred by such Board Observers in connection with attendance at or its participation in meetingsany such BOD Meeting. Notwithstanding the foregoing, the Board Observer may be excluded from access to any meeting of the Board of Directors (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 an amount not good faith (i) that such exclusion is necessary to exceed preserve attorney-client privilege or (ii) that such Board Observers’ actual travel costs.6.15meeting (or portion thereof) or materials present a bona fide conflict of interest between the Borrowers and the Agents and the Lenders.

Board Observation Rights. The Borrower shallEach Lender whose portion of the Loans is at least $40,000,000 or more of the combined principal amount of Loans outstanding and unused Commitments (or, and shall cause each of its Subsidiaries toif no Lender meets such threshold, allow two (2) representatives designated by 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 (such representatives, the “Board ObserversObserver”) to attend and participate in all meetings and other activities any regular meeting (a “BOD Meeting”) of the governing body Board of Directors of the Borrower and each of Parent (or its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (adirect or indirect 137907439v16 ultimate parent holding company) give the Lender notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable governing body, (e) cause regularly-scheduled meetings of the applicable governing bodies to be held, and (f) to the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (or or, in each case, any committee or sub-committee relevant committees thereof), except that the Board Observers 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 Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. The Board Observer shall be permitted 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 attend be taken by the Board of Directors (or any relevant committee thereof) of the 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 personreasonable 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 Borrower 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 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 12.19 of this Agreement. The Borrowers shall reimburse the Lender Board Observer for the all reasonable out-of-pocket costs and expenses incurred by such Board Observers in connection with attendance at or its participation in meetingsany such BOD Meeting. Notwithstanding the foregoing, the Board Observer may be excluded from access to any meeting of the Board of Directors (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 an amount not good faith (i) that such exclusion is necessary to exceed preserve attorney-client privilege or (ii) that such Board Observers’ actual travel costs.6.15meeting (or portion thereof) or materials present a bona fide conflict of interest between the Borrowers and the Agents and the Lenders.

Board Observation Rights. The Borrower shall, and shall cause each of its Subsidiaries to, allow two (2) representatives designated by the Lender (such representatives, the “Board Observers”) to attend and participate in all meetings and other activities of the governing body of the Borrower and each of its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (a) give For so long as the Lender Agent and its affiliates beneficially own at least 4.99% of the Common Stock, the Agent shall be entitled to designate one board representative (the “Marathon Board Observer”). The Marathon Board Observer shall be entitled to (i) receive prior written notice of all meetings (both regular and special) of the Board and each committee thereof (such meetings, notice to be delivered or mailed as specified in the Bylaws of the Company at the same time as furnished notice is given to the directorsdirectors and/or members of a board committee, managersas applicable); (ii) attend (or, at the option of the Marathon Board Observer, monitor by telephone or partnersvideoconference) all such meetings at the Company’s sole cost and expense, and the Company shall ensure that appropriate arrangements are made such that the Marathon Board Observer will be able to hear and see, as applicable, everyone during any meeting of Borrower the Board at which the Marathon Board Observers participate by telephone or the applicable Subsidiary, videoconference; (biii) provide to each Board Observer receive all notices, documents information and information reports which are furnished or made available to the Board (solely in the capacity of the Board members as directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, ) at the same time and in the same manner as the same is furnished or made available to such directors, managers, the Board or committee members, or partners, as applicable, ; (civ) notify each participate in all discussions conducted at Board Observer meetings; and permit each such Board Observer (v) receive (to participate by telephone in, emergency meetings of each such governing body the extent and all committees and sub-committees thereof, (dwhen so provided to the directors) provide each Board Observer copies of the minutes of all such meetings at Board meetings. If the time such minutes are furnished to the members of the applicable governing body, (e) cause regularly-scheduled meetings of the applicable governing bodies to be held, and (f) to the extent there are any in person meetings of any governing body of Borrower Board or any of its Subsidiaries committees proposes to take an action by written consent in lieu of a meeting, the Company shall (A) provide a copy of such consent to the Marathon Board Observer (such notice shall be delivered or mailed as specified in the Bylaws of the Company at the same time as notice is given to the directors and/or committee members, as applicable); and (B) cause to be furnished to the Marathon Board Observer a copy of each such written consent promptly after it has become effective. (b) The Agent shall cause any Marathon Board Observer, and any Marathon Board Observer shall agree, to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to the Marathon Board Observer pursuant to this Section 5.6. Notwithstanding anything in this Section 5.6 to the contrary, the Company reserves the right to withhold from the Marathon Board Observer any information to the extent the Board determines in good faith that such exclusion is necessary to (1) preserve the attorney-client privilege or (2) protect trade secrets or other confidential or sensitive information (including, without limitation, of a third party). (c) For the avoidance of doubt, the Marathon Board Observer (x) shall not constitute a director and/or member of a Board committee; (y) shall not be entitled to vote or consent on any matters presented at meetings of the Board and/or Board committee or by actions taken in lieu of a meeting; and (z) shall not be entitled to any rights other than those provided by this Section 5.6. Except as provided in Section 5.6(b) and without limiting the duties and responsibilities that apply under applicable federal securities laws, the parties hereto agree that the Marathon Board Observer does not have a fiduciary duty or any committee other duties or sub-committee thereofresponsibilities to the Company or any of its affiliates as a result of the role of Marathon Board Observer. To the extent such right continues to be applicable under Section 5.6(a), the Agent has the right to designate a new individual to serve as the Marathon Board Observers shall be permitted to attend such meeting in person. The Borrower shall reimburse the Lender for the reasonable costs Observer at any time and expenses incurred by such Board Observers in connection with attendance at or participation in meetings, in an amount not to exceed such Board Observers’ actual travel costs.6.15its sole discretion.

Board Observation Rights. The Borrower shallEach Lender whose portion of the Loans is at least $40,000,000 or more of the combined principal amount of Loans outstanding and unused Commitments (or, and shall cause each of its Subsidiaries toif no Lender meets such threshold, allow two (2) representatives designated by 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 (such representatives, the “Board ObserversObserver”) to attend and participate in all meetings and other activities any regular meeting (a “BOD Meeting”) of the governing body Board of Directors of the Borrower and each of Parent (or its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (adirect or indirect ultimate parent holding company) give the Lender notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable governing body, (e) cause regularly-scheduled meetings of the applicable governing bodies to be held, and (f) to the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (or or, in each case, any committee or sub-committee relevant committees thereof), except that the Board Observers 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 Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. The Board Observer shall be permitted 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 attend be taken by the Board of Directors (or any relevant committee thereof) of the 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 personreasonable 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 Borrower Board Observer shall reimburse have the Lender for right to receive all information provided to the reasonable costs members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Parent (or its direct or indirect ultimate parent holding company) and expenses incurred by any of its Subsidiaries in anticipation of or at such Board Observers in connection with attendance at meeting (regular or participation in meetingsspecial and whether telephonic or otherwise), in an amount not addition to exceed such Board Observers’ actual travel costs.6.15copies of the

Board Observation Rights. The Borrower shall(a) For the period (the “Observation Period”) beginning on the date hereof and continuing for so long as the Investors have the right to appoint at least one (1) director to the Board pursuant to Section 2.2 of this Agreement, and the Investor Representative, acting on behalf of the Investors, shall cause each of its Subsidiaries tohave the right to appoint, allow two by written notice to the Company, one individual representative (2) representatives designated by the Lender (such representatives, the “Board ObserversObserver”) to attend (but not record) and participate in all meetings of the Board in a non-voting observer capacity and, except as set forth herein, receive all deliverables provided to the Board. Notwithstanding anything herein to the contrary, an individual may not be a Board Observer if such individual is an employee or director of a Company Competitor. (b) During the Observation Period, the Company shall give the Board Observer copies of all notices, consents, minutes and other activities materials, financial or otherwise (other than Excluded Materials (as defined below), which the Company provides to the Board (whether in connection with meetings of the governing body Board or otherwise, and at the same time as such materials) are provided to the Board); provided that (i) no materials shall be provided to the Board Observer and no Board Observer shall attend any part of any Board meeting unless Corre Partners Management LLC executes an acknowledgment that (i) the Board Observer is a “Representative” of Corre Partners Management LLC under the Corre NDA, (ii) Corre Partners Management LLC has informed the Board Observer of the Borrower confidential nature of the “Confidential Information” thereunder and each has directed the Board Observer to treat confidentially any “Confidential Information” thereunder (including any information that the Board Observer receives in its capacity as Board Observer that qualifies as “Confidential Information” thereunder) in accordance with the terms of the Corre NDA and (iii) Corre Partners Management LLC shall be responsible for any breach of the Corre NDA by the Board Observer, subject to the limitations provided in the Corre NDA; (ii) subject in all cases to Section 2.1(c) below, a Board Observer may be excluded from access to the applicable portion of any material (the “Excluded Materials”) if the Board determines in good faith that (A) such exclusion is reasonably necessary to preserve the attorney-client privilege between the Company or its subsidiaries and counsel, or any privilege under any common interest or joint defense doctrine, based on the advice of independent outside legal counsel that the Board Observer’s receipt of such applicable portion of the materials (and, for the avoidance of doubt, only with respect to such applicable portion) would constitute a waiver of the attorney-client privilege (if available) or that such applicable portion of the materials represent work product of the advisors’ retention by counsel in connection with specific pending or planned third-party litigation or a specific investigation of corporate conduct, (B) such exclusion is reasonably necessary for the Company to comply with applicable law, rule or regulation, based on the advice of independent outside legal counsel, (C) such materials relate to the Company’s negotiating strategy and positions with respect to any actual, pending or proposed transactions in which any of the Investors, the Investor Representative or their Affiliates have a direct or indirect interest (other than a direct or indirect interest arising solely in such Person’s capacity as an equity or debt holder of the Company and/or any of its Subsidiariessubsidiaries) or in which the Investors, including all committees and sub- committees thereof. The Borrower shallthe Investor Representative or their Affiliates are bidding (individually or as part of a bidding group) on a competitive basis (a “Corre Competitive Bid”) or (D) such exclusion is necessary to avoid disclosure that is restricted by any bona fide material third-party agreement to which the Company or its Affiliates is a party or otherwise bound; provided, and however, that the Company has used commercially reasonable efforts to afford the Investors an opportunity to obtain such information through a joinder to such third-party agreement; (iii) in the event that the Board determines to designate any portion of any materials as Excluded Materials, the Board shall cause each the Board Observer to receive a copy of its Subsidiaries tosuch materials, (a) give with the Lender notice of all such meetingsportion constituting Excluded Materials redacted, at the same time as unredacted materials are furnished to the directorsBoard, managers, or partners, as applicable, of Borrower or and the applicable Subsidiary, (b) provide Board shall cause the Company to each maintain and furnish to the Board Observer all notices, documents and information furnished from time to time upon request a log of Excluded Materials in a form customarily used to designate withheld privileged discovery materials; (iv) nothing herein shall prevent the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an Board from taking action by written consent; provided, however, that the Company shall provide notice to the Board Observer of any action taken by written consent or otherwise, of the Board at the same time furnished as the form of such written consent is given to such directorsmembers of the Board. For the avoidance of doubt, managersthe Board Observer shall not constitute a member of the Board, membersshall not be taken into account or required for purposes of establishing a quorum, and shall not be entitled to vote on, or partnersconsent to, any matters presented to the Board; and (v) notwithstanding anything to the contrary in this Agreement, Excluded Materials shall not include any materials describing or summarizing a bid, proposal, expression of interest or similar communication by any person to acquire the Company or any part of its (or its subsidiary’s) assets outside the ordinary course of business (“Bid Communications”), and nothing in this Agreement, other than where the Investors, the Investor Representative or their Affiliates have, or have formally expressed an intent to submit, a Competitive Bid in relation to a specific transaction covered by a Bid Communication (in which case that Bid Communication may be withheld or redacted), shall restrict or limit the Investors’ access to the Bid Communications; for avoidance of doubt, (i) the Company will use its best efforts to ensure that any Bid Communications that are submitted to the Company are free to be disclosed to the Board Observer and the Investors and, if received by the Company, are disclosed to the Board Observer subject to and as applicablecontemplated by this Agreement and (ii) in all cases, the mere fact that a bid has been submitted pursuant to a Bid Communication shall be promptly disclosed to the Board Observer (within 24 hours of receipt of such bid). (c) notify each Notwithstanding anything to the contrary in Section 2.1(b)(ii) above, (i) the Board shall be entitled to (x) organize any separate session (“Separate Sessions”) to discuss information that would satisfy the grounds for exclusion under Items (A), (B) or (C) of Section 2.1(b)(ii) ahead of time and shall use reasonable best efforts to give the Board Observer advance written notice of at least 48 hours of the Board’s intention to hold any Separate Session, the specific subject matter of the relevant agenda item(s) and permit each such the specific rationale for excluding the Board Observer (it being understood and agreed that, only in exigent circumstances, the Board may organize such Separate Session on less than 48 hours’ advance written notice to participate the Board Observer, but in any such event, the Board Observer shall receive written notice of such Separate Session at the same time as such notice is given to the Board, together with the specific subject matter of the relevant agenda item(s) and the rationale for excluding the Board Observer), or (y) require that the Board Observer be excused from a portion of any ongoing meeting then in process to enable the Board without the Board Observer (an “Executive Session”) to discuss information that would satisfy the grounds for exclusion under Items (A), (B) or (C) of Section 2.1(b)(ii), provided that the Board shall, prior to taking any material action or approving entry into (or taking any other material action with respect to) any transaction as a result of such Executive Session, (I) provide a report to the Board Observer of any determinations made in such Executive Session and (II) discuss such determinations in good faith with the Board Observer, (ii) the Company agrees that any such Separate Sessions or Executive Sessions will be carefully organized not to directly or indirectly interfere with the Board Observer’s broader rights to take part in Board meetings and executive sessions, (iii) the Company agrees that communications between the Board and financial or other non-legal advisors will not be held in a Board-only session without the Board Observer or otherwise withheld from the Board Observer on grounds of privilege unless and to the extent that independent outside legal counsel advises the Board that the Board Observer’s participation in such session or receipt of such communications would constitute a waiver of the attorney-client privilege (if available) or such communications represent work product of the advisors’ retention by telephone incounsel in connection with specific pending or planned third-party litigation or a specific investigation of corporate conduct and (iv) the Company agrees that communications regarding corporate or business strategy, emergency meetings leadership additions or changes, or possible or proposed material transactions, including dispositions of each the Company, its assets or businesses, shall not be held in a Board-only session without the Board Observer or otherwise withheld from the Board Observer, except only to the extent that clauses (A) through (D) of Section 2.1(b)(ii), as limited by Section 2.1(b)(v), applies to any portions of such governing body communications. The Company and all committees the Corre Holders agree that they will, from time to time (but in any event at least annually), jointly review the provisions of Section 2.1(b) and sub-committees thereofSection 2.1(c) and discuss in good faith possible modifications to such sections. Notwithstanding anything to the contrary contained herein, nothing in this Agreement will affect the Investors’ information or other rights under the Debt Facilities (as defined below). (d) provide each It is acknowledged that, as of the date hereof, Xxxx Xxxxxxx serves as the Investor Representative’s Board Observer, and his appointment as an observer of the Board pursuant to the Commitment Letter and the Subordinated Term Loan Credit Agreement shall constitute his appointment as a Board Observer copies hereunder (and, for the avoidance of doubt, the Corre NDA shall satisfy any requirement to execute a confidentiality agreement provided in clause (i) of the minutes first proviso in Section 2.1(b)). The Investor Representative, acting on behalf of all such meetings at the time such minutes are furnished Investors, may remove or change the individual serving as the Board Observer for any reason, with or without cause. If for any reason, the individual serving as the Board Observer is removed or otherwise ceases to serve as the Board Observer, the Investor Representative, acting on behalf of the Investors, may, by written notice to the members of the applicable governing bodyCompany and in accordance with Section 2.1(a), appoint a replacement Board Observer during any Observation Period. (e) cause regularly-scheduled The Board Observer may at any time elect, solely in his or her discretion and upon written notice to the Company, to cease attending meetings of the applicable governing bodies to be held, Board and (f) receiving any deliverables provided to the extent there are any in person Board. Such election may be revoked by the Board Observer (and the Board Observer shall have the right to attend meetings of any governing body of Borrower or any of its Subsidiaries (or any committee or sub-committee thereof), the Board Observers shall be permitted and receive deliverables provided to attend such meeting the Board, including any deliverables (other than Excluded Materials) provided to the Board during the period of time in person. The Borrower shall reimburse which the Lender for Board Observer elected to cease attending meetings and receiving deliverables provided to the reasonable costs and expenses incurred by such Board Observers in connection with attendance at or participation in meetingsBoard, in an amount accordance with the terms of the Agreement, as if such election were not made) at any time upon written notice to exceed such Board Observers’ actual travel costs.6.15the Company.

Board Observation Rights. The Borrower shall, Each of USHG and the Company (i) shall cause each one representative of its Subsidiaries to, allow two (2) representatives designated by the Lender (such representatives, the “Board Observers”) Purchasers to be permitted to attend and participate in observe all meetings and other activities of the governing body Boards of the Borrower and Directors of each of USHG and its Subsidiaries, including Subsidiaries and all committees and sub- committees thereof. The Borrower shall, and (ii) shall cause each of its Subsidiaries to, (a) give the Lender Purchasers to be given notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, directors of Borrower or the applicable SubsidiaryCorporation, (biii) provide shall cause the reasonable out-of-pocket costs and expenses of the Purchasers' representative to be paid, (iv) shall cause such representative to be compensated at the same level as the most highly compensated non-employee member of each Board Observer of USHG's and its Subsidiaries' Boards of Directors for his service as such (regardless of whether the compensation of such non-employee member for his services as a director is paid in the form of a directors' fee or consultant's fee or other type of fee or compensation), (v) shall indemnify the Purchasers' representative to the same extent as members of such Boards of Directors (to the extent permitted by law), (vi) shall cause to be provided to the Purchasers' representative all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, directors of each entity, the applicable Corporation whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers(vii) shall cause the Purchasers' representative to be notified of, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer permitted to participate by telephone in, emergency meetings of each such governing body Boards of Directors and all committees and sub-committees thereof, (dviii) provide each Board Observer shall cause the Purchasers' representative to be provided with copies of the minutes of all such meetings at the time such minutes are furnished to the members directors of the applicable governing bodyCorporation, (eix) shall cause regularly-scheduled meetings of the applicable governing bodies Boards of Directors of each Corporation to be heldheld no less frequently than three times a year at regular intervals, provided that only one such meeting need be in person and the other two may be by telephone conference call, (x) upon the request of the Purchasers, shall obtain and maintain in force directors' and officers' liability insurance in an amount reasonably acceptable to the Purchasers, (xi) shall cause the creation and maintenance on USHG's Board of an audit committee composed solely of outside directors, the responsibility of which shall be to fulfill all functions recommended by the Auditing Standards Board of the AICPA as well as monitoring and reviewing all major accounting policies and auditor relationships of such Corporation, and (fxii) to shall cause the extent there are any in person meetings creation and maintenance on USHG's Board of any governing body a compensation committee composed solely of Borrower or any of its Subsidiaries (or any committee or sub-committee thereof)outside directors, the Board Observers responsibility of which shall be permitted to attend such meeting in person. The Borrower shall reimburse monitor and review compensation plans, stock option plans, other Plans, annual performance objectives for senior executives, and the Lender for the reasonable costs and expenses incurred by such Board Observers in connection with attendance at or participation in meetings, in an amount not to exceed such Board Observers’ actual travel costs.6.15achievement of these performance objectives.

Board Observation Rights. The Borrower shall(i) During the period commencing upon the execution and delivery of this Agreement and ending on the Board Rights Termination Date (defined below), the Parent Parties shall grant First Reserve the option and shall cause each right by delivering a written notice (the “Observer Notice”), to appoint an individual, subject, in the case of its Subsidiaries toany such appointee other than Xxxx Xxxxxx, allow two (2) representatives designated by to the Lender prior written consent of Parent Parties (such representativesconsent not to be unreasonably withheld, conditioned or delayed), who shall be employed by First Reserve (or its Affiliate) at the time of such appointment (the “Board ObserversObserver”) ), to attend and participate in all meetings and other activities (including telephonic) of the governing body full Board in an observer capacity. The Observer Notice shall be delivered to the Parent Parties prior to the Board Observer’s attendance of any meeting of the Borrower and each of its Subsidiaries, including all committees and sub- committees thereoffull Board. The Borrower shall, Board Observer shall not constitute a member of the Board and shall cause each of its Subsidiaries not be entitled to vote on, or consent to, any matters presented to the Board. The Board Observer shall have the right to attend any meeting of any committee of the full Board (aeach, a “Committee”). (ii) The Parent Parties shall (A) give the Lender Board Observer written notice of all such meetings, the applicable meeting or action taken by written consent at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, manner as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished notice is given to the members of the applicable governing bodyBoard or the members of any Committee, (eB) cause regularly-scheduled 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 applicable governing bodies full Board) given to be heldthe 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 (fC) 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 Committee. The Board Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board or any Committee and to enter into, comply with, and be bound by, in all respects, the terms and conditions of a confidentiality agreement, substantially in the form attached hereto as Annex A (the “Confidentiality Agreement”). Notwithstanding any rights to be granted or provided to the Board Observer hereunder, the Parent Parties reserve the right to exclude the Board Observer from access to any material or meeting or portion thereof if the Board reasonably determines, in good faith, that such access would (x) prevent the members of the Board from engaging in attorney-client privileged communication or (y) result in a conflict of interest between one or more of the Parent Parties and First Reserve; provided, however, that (A) 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 (B) the Parent Parties 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 there are any practicable. (iii) The rights contained in person meetings this Section 3.1(a) shall immediately cease and terminate on the earlier of any governing body of Borrower or any of its Subsidiaries such date (or any committee or sub-committee thereof)such earlier date, the “Board Observers shall be permitted Rights Termination Date”) as First Reserve and its Affiliates (i) either (A) no longer own at least 7.5% of the total issued and outstanding Common Units of Parent or (B) have sold, transferred, or divested to attend such meeting in person. The Borrower shall reimburse third parties that are not Affiliates more than 33% of the Lender for the reasonable costs and expenses incurred by such Board Observers in connection with attendance at or participation in meetingsIssued Common Units, in each case appropriately adjusted for combinations, unit splits, recapitalizations and the like occurring after the date of this Agreement or (ii) Parent Parties have appointed an amount not FR Director to exceed such the Board Observers’ actual travel costs.6.15pursuant to Section 3.1(a)(iv).

Board Observation Rights. The Borrower shall, and shall cause each of its Subsidiaries to, allow two (2) representatives designated by the Lender (such representatives, the “Board Observers”) to attend and participate in all meetings and other activities of the governing body of the Borrower and each of its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (a) give So long as the Lender notice TCP Unitholders on such date hold at least a majority of the Common Unit Equivalents issued to them on the date hereof or at least a majority of the TCP Loans made by them pursuant to the TCP Purchase Agreement, the holders of a majority of the outstanding TCP Units (or Common Unit Equivalents issued on conversion thereof), in each case considered on a Deemed Converted Basis, shall be entitled to designate one (1) observer (the "TCP Unitholder Observer") to attend, as a non-voting observer, all meetings (including participation in telephonic meetings) of the Company Board, the Boards of Directors of each Subsidiary of the Company and each committee thereof unless the TCP Unitholders have appointed a director to such meetings, board or committee. The TCP Unitholder Observer shalx xx xxxxxx x xxxxxxxxx xx xx x xxxx xxxxxx xxxxxxxx xx XXX xx x Xxxxxx xho is reasonably acceptable to the Company at the same time of such observer's appointment as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, TCP Unitholder Observer. (b) provide So long as the Ares Unitholders on such date hold at least a majority of the Common Unit Equivalents issued to each Board Observer all notices, documents and information furnished them on the date hereof or at least a majority of the Ares Loans made by them pursuant to the directorsSenior Subordinated Purchase Agreement, managersthe holders of a majority of the outstanding Ares Units (or Common Unit Equivalents issued on conversion thereof), membersin each case considered on a Deemed Converted Basis, or partnersshall be entitled to designate one (1) observer (the "Ares Unitholder Observer") to attend, as applicablea non-voting observer, all meetings (including participation in telephonic meetings) of the Company Board, the Boards of Directors of each entity, whether at Subsidiary of the Company and each committee thereof unless the Ares Unitholders have appointed a director to such board or in anticipation committee. The Ares Unitholder Observer shall be either a principal of or a meeting, an action by written consent more senior employee of Ares Management LLC or otherwise, a Person who is reasonably acceptable to the Company at the same time furnished to of such directors, managers, members, or partners, observer's appointment as applicable, the Ares Unitholder Observer. (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings So long as the State of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies Michigan holds at least a majority of the minutes Common Unit Equivalents issued to it on the date hereof, the State of Michigan shall be entitled to designate one (1) observer (the "State of Michigan Observer") to attend, as a non-voting observer, all such meetings at the time such minutes are furnished to the members (including participation in telephonic meetings) of the applicable governing body, (e) cause regularly-scheduled meetings of Company Board and the applicable governing bodies to be held, and (f) to the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (or any committee or sub-committee thereof), the Board Observers shall be permitted to attend such meeting in person. The Borrower shall reimburse the Lender for the reasonable costs and expenses incurred by such Board Observers in connection with attendance at or participation in meetings, in an amount not to exceed such Board Observers’ actual travel costs.6.15Boards of

Board Observation Rights. The Borrower shall, and shall cause each of its Subsidiaries to, allow two (2i) representatives Permit one observer designated by the Lender Collateral Agent (such representatives, the “Board ObserversObserver”) to attend and participate in all meetings and other activities any meeting (a “BOD Meeting”) of the governing body Board of Directors of the Borrower and each of Parent (or its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (adirect or indirect ultimate parent holding company) give the Lender notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable governing body, (e) cause regularly-scheduled meetings of the applicable governing bodies to be held, and (f) to the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (or or, in each case, any committee or sub-committee relevant committees thereof), except that the Board Observers Observer shall not be permitted entitled to attend vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings; (ii) hold BOD Meetings no less than once per calendar quarter; (iii) notify the Board Observer of the time and place of any BOD Meetings and all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Parent (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries at such meeting in person. The Borrower a manner consistent with such notice provided to members of the Board of Directors or relevant committee thereof; (iv) provide to the Board Observer 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 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 (it being understood that the Board Observer shall be required to keep such materials and information confidential in accordance with Section 12.19 of this Agreement); and (v) with respect to two BOD Meetings per year, reimburse the Lender Board Observer, upon request, for the all reasonable out-of-pocket costs and expenses incurred by such Board Observers in connection with attendance at or its participation in meetingsany such BOD Meeting; provided, that if counsel to the Parent or such Subsidiary advises the Parent or such Subsidiary that in an amount not its reasonable good faith discretion, participation in any BOD Meeting by the Board Observer or delivery of any document to exceed the Board Observer required pursuant to clause (i) or (iv) above would result in a waiver of attorney-client privilege, create a conflict of interest or otherwise violate applicable law, the Parent shall notify the Board Observer in writing thereof (which notice shall contain reasonable detail regarding the nature of the issue and the related legal concern) and shall be entitled to exclude the Board Member from the portion of the applicable BOD Meeting during which such Board Observers’ actual travel costs.6.15issue is discussed and redact the portion of the relevant documents addressing such issue.

Board Observation Rights. The Borrower shall(a) Beginning on the date of this Agreement and ending on the later of the date on which the Investor or its affiliates (i) have received the entirety of their Investment Return (as defined in Purchase Agreement), and shall cause each (ii) no longer hold any Securities (the “Observation Rights Termination Date” and such period from the date of its Subsidiaries to, allow two (2) representatives designated by this Agreement to the Lender (such representativesObservation 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 ObserversObserver”) ), to attend and participate in all meetings and (including, without limitation, telephonic or other activities electronic meetings) of the governing body Board or any committee thereof (each, a “Committee”), including executive sessions, in an observer capacity. The Board Observer will not constitute a member of the Borrower Board or any Committee and each of its Subsidiarieswill not be entitled to vote on, including all committees and sub- committees thereofor consent to, any matters presented to the Board or any Committee. The Borrower shall, Board Observer shall be 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 Board or Committee. (b) The Company shall cause each of its Subsidiaries to, (ai) give the Lender Board Observer notice of all such meetings, the applicable meeting or action taken by written consent at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, manner as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished notice is given to the members of the applicable governing bodyBoard or any Committee, (eii) cause regularly-scheduled provide the Board Observer with access to all materials and other information (including, without limitation, access to minutes of meetings or written consents of the applicable governing bodies Board or any Committee) given to be heldthe members of the Board or any Committee in 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 any Committee, and (fiii) provide the Board Observer with all rights to the extent there are any 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 any governing body of Borrower the Board or any Committee. The Board Observer shall agree to maintain the confidentiality of its Subsidiaries all non-public information and proceedings of the Board and any Committee and, if so requested, to enter into a customary a confidentiality agreement, in a form mutually agreed upon by the Company and the Board Observer (or any committee or sub-committee thereofthe “Confidentiality Agreement”). Notwithstanding the foregoing, upon request from the Investor, the Board Observers shall 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 permitted bound by any Confidentiality Agreement. For the avoidance of doubt, the recipient of such confidential information from the Board Observer may further provide such information to attend such meeting in person. The Borrower shall reimburse the Lender for the reasonable costs any legal counsel, accountant and expenses incurred financial advisor that has been engaged by such Board Observers in connection with attendance at recipient to discuss such matters or participation in meetings, in information; provided that any such recipient is bound by an amount not obligation of confidentiality or agrees to exceed such Board Observers’ actual travel costs.6.15be bound by the provisions of the Confidentiality Agreement.

Board Observation Rights. The Borrower shallEach Lender whose portion of the Loans is at least $40,000,000 or more of the combined principal amount of Loans outstanding and unused Commitments (or, and shall cause each of its Subsidiaries toif no Lender meets such threshold, allow two (2) representatives designated by 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 (such representatives, the “Board ObserversObserver”) to attend and participate in all meetings and other activities any regular meeting (a “BOD Meeting”) of the governing body Board of Directors of the Borrower and each of Parent (or its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (adirect or indirect ultimate parent holding company) give the Lender notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable governing body, (e) cause regularly-scheduled meetings of the applicable governing bodies to be held, and (f) to the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (or or, in each case, any committee or sub-committee relevant committees thereof), except that the Board Observers 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 Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. The Board Observer shall be permitted 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 attend be taken by the Board of Directors (or any relevant committee thereof) of the 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 personreasonable 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 Borrower 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 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 12.19 of this Agreement. The Borrowers shall reimburse the Lender Board Observer for the all reasonable out-of-pocket costs and expenses incurred by such Board Observers in connection with attendance at or its participation in meetingsany such BOD Meeting. Notwithstanding the foregoing, the Board Observer may be excluded from access to any meeting of the Board of Directors (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 an amount not good faith (i) that such exclusion is necessary to exceed preserve attorney-client privilege or (ii) that such Board Observers’ actual travel costs.6.15meeting (or portion thereof) or materials present a bona fide conflict of interest between the Borrowers and the Agent and the Lenders.

Board Observation Rights. The Borrower shall, BlackRock GCO Lender Lenders party to the Board Observation Side Letter as of the Second Amendment Effective Date shall have the right to designate and shall cause each of its Subsidiaries to, allow appoint two (2) representatives designated by the Lender (such representativeseach, the an “Board ObserversObserver”), and any one (1) to Observer may attend special and participate in all regular meetings and other activities of the governing body Board of Directors of Holdings, subject to the terms and provisions of the Borrower and each of its SubsidiariesBoard Observation Side Letter; provided that, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries tonotwithstanding anything herein or in any other Loan Document to the contrary, (ax) give in no event shall the Lender notice of all such meetingsrights, at powers or privileges granted pursuant to this Section 5.17 or the same time as furnished to the directors, managers, or partnersBoard Observation Side Letter, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished inure to the directorsbenefit of any successors or assigns of (or, managersfor the avoidance of doubt, membersParticipants in), the BlackRock GCOsuch Lenders or partnersany of itstheir rights and/or obligations under this Agreement or any other Loan Document (including, without limitation all or a portion of itstheir applicable Term Loan Commitment and/or the Term Loan(s) owing to itany of them), as applicable (in each case, other than any Affiliate or Approved Funds of the BlackRock GCOsuch Lenders, but excluding, for the avoidance of doubt, the AIMCo Lender), and (y) if the BlackRock GCOsuch Lenders (together with itstheir Affiliates and Approved Funds, but excluding, for the avoidance of doubt, the AIMCo Lender), holds less than fifty percent (50%) of the aggregate principal amount of the Term Loans outstanding at any timeas of the Second Amendment Effective Date (as such Term Loans may be reduced by optional prepayments made pursuant to Section 2.10), the rights, powers and privileges granted pursuant to this Section 5.17 and the Board Observation Side Letter, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable governing body, (e) cause regularly-scheduled meetings of the applicable governing bodies to be held, and (f) to the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (or any committee or sub-committee thereof), the Board Observers shall be permitted to attend such meeting in person. The Borrower automatically and immediately terminated and shall reimburse the Lender for the reasonable costs be of no further force and expenses incurred by such Board Observers in connection with attendance at or participation in meetings, in an amount not to exceed such Board Observers’ actual travel costs.6.15effect.

Board Observation Rights. The Borrower shallUntil the End Date, the BlackRock Lenders shall have the right to designate and shall cause each of its Subsidiaries to, allow appoint two (2) representatives designated by Observers (who, for the Lender avoidance of doubt, must be a natural person), and any one (such representatives, 1) Observer (the “Board ObserversDesignated Observer”) to attend may attend, solely as a non-voting Observer (and, for the avoidance of doubt, solely as an observer, and participate in no event a board member), all special and regular meetings and other activities (whether in-person, virtual, telephonic or other) of the governing body Board of Directors of Holdings (the “Board” and a “Board Meeting”), other than, for the avoidance of doubt, any executive session or any meeting of a committee thereof. Observers shall not be subject to any fiduciary duties applicable to the members of the Borrower and each of its Subsidiaries, including all committees and sub- committees thereof. The Borrower shallBoard, and shall cause each owe any of its Subsidiaries to, their duties solely to the BlackRock Lenders. Holdings shall provide the Observers (a) give the Lender reasonable notice of all such meetings, Board Meetings at the same time and in the same manner as such notice is furnished to the directors, managers, or partners, as applicable, Board along with reasonable detail of Borrower or the applicable Subsidiarynature and substance of the matters to be discussed and/or voted upon (it being understood that delivery to the Observers of the agenda shared with the Board in advance of such Board Meeting shall satisfy Holdings’ obligation under this clause (a)), (b) provide to each Board Observer all notices, material documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable governing bodyBoard, (e) cause regularly-scheduled including, as applicable, copies of the minutes of the Board Meetings and any meetings of the applicable governing bodies Audit, Risk and Finance and Nominating and Corporate Governance committees of the Board, requests for written consents and written consents duly passed by such Board, in each case, at the same time and in the same manner furnished to be heldsuch members of the Board, and (fc) in the case of the Designated Observer, reimbursement for reasonable and documented out-of-pocket costs and expenses, including, without limitation, reasonable and documented out-of-pocket travel expenses, in 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 respect to any proposals made, or advice furnished by, any Observer. The rights to attend Board Meetings or receive materials pursuant to this Section 1 shall be limited to the extent there are that the Board reasonably determines that (A) the absence of such limitation would result in a waiver of (or would reasonably be expected to result in a waiver of), or an adverse effect on (or would reasonably be expected to have an adverse effect on) any in person meetings attorney-client privilege or work product doctrine (or any other similar protective privilege or doctrine) or if the presence of any governing body such Observer would reasonably be expected to result in a conflict of Borrower interest, (B) such limitation is reasonably necessary 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 strategy, negotiating position or similar matter relating to the relationship of Holdings and/or any of its Subsidiaries 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 committee or sub-committee portion thereof), or are included in such materials, which is adverse to the interests of Holdings and/or any of its Affiliates, (E) [reserved] or (F) the absence of such 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 Observers shall be permitted Meeting (or materials) related to attend such meeting one of the items set forth in person. The Borrower shall reimburse the Lender clauses (A) through (F) above and for the reasonable costs and expenses incurred by avoidance of doubt, Holdings shall provide each Observer with copies of the minutes of such Board Observers Meeting and such materials and information, as applicable, redacted to the extent necessary to avoid the applicable item or event set forth in connection with attendance at or participation in meetings, in an amount not to exceed such Board Observers’ actual travel costs.6.15clauses (A) through (F) above.

Board Observation Rights. The Borrower shall(a) During the period commencing upon the Closing and ending on the Board Rights Termination Date (as defined below), the Breitburn Entities shall grant the Purchaser the option and right, exercisable by the Purchaser’s delivering a written notice signed by the Purchaser of such appointment to the Breitburn Entities (the “Observer Notice”), to appoint a single representative, and shall cause each of its Subsidiaries to, allow two an alternate to the representative (2) representatives designated by the Lender (such representativeseach, the “Board ObserversObserver”) to attend and participate in all meetings and other activities (including telephonic) of the governing body Board and each committee of the Borrower and each Board (other than the Conflicts Committee) in an observer capacity. The Observer Notice shall be delivered to the Breitburn Entities prior to the Board Observer’s attendance at any meeting of its Subsidiaries, including all committees and sub- committees the Board or any committee thereof. The Borrower shallBoard Observer shall not constitute a member of the Board or any committee thereof and shall not be entitled to vote on, or consent to, any matters presented to the Board or any committee thereof. The initial Board Observer shall be Xxxxxxx Xxxxxx, and his initial alternate shall cause each of its Subsidiaries to, be Xxxxxxx X. Punches. (ab) The Breitburn Entities shall (i) give the Lender Board Observer written notice of all such meetings, each meeting or action taken by written consent at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, manner as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished notice is given to the members of the applicable governing bodyBoard, (eii) cause regularly-scheduled provide the Board Observer with copies of all written materials and other information (including copies of minutes of meetings or written consents of the applicable governing bodies Board and each committee of the Board (other than the Conflicts Committee) given to be heldthe members of the Board and each such 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 and each such committee, and (fiii) provide the Board Observer with the same right to attend (whether in person or by telephone or other means of electronic communication as solely determined by the Board Observer) such meetings as is given to a member of the Board or each such committee, as applicable. The Board Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board and any committee of the Board and to enter into, comply with, and be bound by, in all respects, the terms and conditions of a confidentiality agreement, substantially in the form attached hereto as Annex A (the “Confidentiality Agreement”). Purchaser shall be responsible for any breach by the Board Observer of the Confidentiality Agreement and for the breach by any Permitted Recipient (as defined in the Confidentiality Agreement) of their confidentiality obligations. Notwithstanding any rights to be granted or provided to the extent there are Board Observer hereunder, the Board, the Board’s chairman, or any Board committee chairman (as to the material or meeting of that committee) may exclude the Board Observer from access to any material or meeting or portion thereof. (c) The rights of the Purchaser contained in person meetings this Section 1 and Section 2 shall immediately cease and terminate on the earlier of (i) the Series B Voting Termination Date (unless such Series B Voting Termination Date is solely the result of the conversion of Purchased Units (as defined in the Purchase Agreement) into Common Units pursuant to the Partnership Agreement) or (ii) on or after the initial conversion of Series B Preferred Units held by the Series B Purchasers pursuant to the Partnership Agreement, the date on which the Series B Purchasers no longer own (A) Common Units issued in respect of any governing body of Borrower such conversion or any prior conversion and (B) Series B Preferred Units on an as-converted basis (based on the Series B Conversion Ratio then in effect) that, together, are equal in number to seven-and-one-half percent (7.5%) or more of its Subsidiaries the total number of outstanding Common Units (or any committee or sub-committee thereofcounting for this purpose in the denominator used to calculate such percentage, all outstanding Series B Preferred Units as though they were outstanding Common Units based on the Series B Conversion Ratio then in effect), regardless of whether such failure to own such number of Common Units results from sales by the Series B Purchasers, dilution as the result of new issuances by the Partnership, or otherwise (such earlier date, the “Board Rights Termination Date”); provided that, notwithstanding the foregoing, under no circumstances shall the Board Observers Rights Termination Date be deemed to have occurred so long as the Series B Purchasers continue to beneficially own, solely among the Series B Purchasers, the majority of the Series B Preferred Units issued on the Series B Original Issue Date plus a majority of the PIK Units, if any, paid with respect to the Series B Preferred Units issued on the Series B Original Issue Date. From and after the Board Rights Termination Date, the rights of the Purchaser in this Section 1 and Section 2 shall be permitted to attend such meeting in person. The Borrower shall reimburse the Lender for the reasonable costs and expenses incurred by such Board Observers in connection with attendance at or participation in meetings, in an amount not to exceed such Board Observers’ actual travel costs.6.15cease.

Board Observation Rights. The Borrower shallBuyers of Exchange Notes hereunder hereby appoint Xxxxxx Mamanteo (the “Observer”) as their representative to serve as an observer to the Board of Directors of the Company (the “Board”). The Company agrees that, beginning on the date of the First Closing and shall cause each continuing for so long as fifty percent (50%) of its Subsidiaries to, allow two (2) representatives designated by the Lender (such representativesoriginal principal amount of the Exchange Notes issued on the date of the First Closing remain outstanding, the “Board Observers”Observer: (i) will have the right to attend all regular and participate in all special meetings and other activities of the governing body of the Borrower and each of its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (a) give the Lender notice of all such meetings, at the same time as furnished to the directors, managers, Board or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-any committees thereof, (d) provide each provided that the Board or any such committee may excuse the Observer copies from portions of the minutes of all such meetings at the time such minutes are furnished meeting for any discussions that they reasonably believe to the be appropriate only for members of the applicable governing bodyBoard; (ii) will be copied on all Board-wide or committee-wide communications made by the Company and/or Board members and will be provided with all Board-wide or committee-wide distributed materials, including Board books, unless the Observer requests in writing not to be copied on such communications and materials; (eiii) cause regularly-scheduled meetings will treat all information received in connection with its Board observation rights hereunder (“Board Information”) confidentially and not disclose it to any other third party and will not use the Board Information for any purposes other than representing the interests of the applicable governing bodies holders of the Exchange Notes with respect to be heldtheir rights under the Exchange Notes; notwithstanding the foregoing, and (f) the Observer may share Board Information with any holder of Exchange Notes that enters into a confidentiality agreement with the Company in a form reasonably acceptable to the extent there are any in person meetings Company; Observer agrees that much of any governing body of Borrower or any of its Subsidiaries (or any committee or sub-committee thereof), the Board Observers shall Information will be permitted “material nonpublic information” and that Observer will at all times comply with SEC Regulation FD and applicable xxxxxxx xxxxxxx laws with respect thereto. Observer also agrees that its rights under this Section 3(p) are being granted to Observer personally and that Observer may not designate any other person to attend such meeting Board or committee meetings in personlieu of Observer, unless otherwise consented to in writing by the Company. The Borrower shall Company agrees to reimburse the Lender Observer for the any reasonable costs and out-of-pocket travel expenses incurred by such the Observer in attending any Board Observers in connection with attendance at or participation in meetings, in an amount not committee meeting pursuant to exceed such Board Observers’ actual travel costs.6.15this Section 4(p).

Board Observation Rights. The Borrower shall(a) During the period commencing upon the execution and delivery of this Agreement and ending on the Board Rights Termination Date (defined below), the Crestwood Entities shall grant the Purchasers, collectively, the option and shall cause each right, exercisable, upon written approval of its Subsidiaries toa majority of the then outstanding Preferred Units held, allow two (2) representatives designated directly or indirectly, by the Lender Purchasers (in the aggregate), by delivering a written notice signed by such representativesPurchasers of such appointment to the Crestwood Entities (the “Observer Notice”), to appoint a single representative, who shall be employed by one of the Purchasers (or their Affiliates) at the time of such appointment (the “Board ObserversObserver”), to attend all meetings (including telephonic) of the full board of directors of the General Partner (the “Board”) in 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, or consent to, any matters presented to the Board. The Board Observer shall have the right to attend and participate in all meetings and other activities any meeting of any committee of the governing body of the Borrower and each of its Subsidiariesfull Board (each, including all committees and sub- committees thereof. a “Committee”). (b) The Borrower shall, and Crestwood Entities shall cause each of its Subsidiaries to, (ai) give the Lender Board Observer written notice of all such meetings, the applicable meeting or action taken by written consent at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, manner as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished notice is given to the members of the applicable governing bodyBoard or the members of any Committee, (eii) cause regularly-scheduled 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 applicable governing bodies full Board) given to be heldthe 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 (fiii) 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 Committee. The Board Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board or any Committee and to enter into, comply with, and be bound by, in all respects, the terms and conditions of a confidentiality agreement, substantially in the form attached hereto as Annex A (the “Confidentiality Agreement”); provided, however, upon request from a Purchaser or such Purchaser’s Affiliates, the Board Observer shall provide, on a confidential basis, such 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 information from the Board Observer (whether a Purchaser or a Purchaser Affiliate) may further provide such information to (i) any other Purchaser or Purchaser Affiliate and (ii) any legal counsel that has been engaged by such recipient to discuss such matters or information; provided, that any such recipient 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 Board Observer hereunder, the Crestwood Entities reserve the right to exclude the Board Observer from access to any material or meeting or portion thereof if the Board reasonably determines, in good faith, that such access would (A) prevent the members of the Board from engaging in attorney-client privileged communication or (B) result in a conflict of interest between one or more of the 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 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 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 extent there are any in person meetings Fifth Amended and Restated Agreement of any governing body Limited Partnership of Borrower or any of its Subsidiaries the Partnership (or any committee or sub-committee thereofas 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 Observers Rights Termination Date, the rights of the Purchasers in Sections 1(a) and 1(b) shall be permitted to attend such meeting in person. The Borrower shall reimburse the Lender for the reasonable costs and expenses incurred by such Board Observers in connection with attendance at or participation in meetings, in an amount not to exceed such Board Observers’ actual travel costs.6.15cease.

Board Observation Rights. The Borrower shallRepresentative will allow the Lender, or its designee, to appoint one person to attend all meetings of the Board and shall cause each the M&A oversight committee, in the capacity of its Subsidiaries to, allow two board observer and not a board member (2) representatives designated by the Lender (such representatives, the “Board ObserversObserver”) to attend and participate in all ), whether such meetings and other activities of the governing body of the are conducted in-person, telephonically or otherwise remotely. Borrower and each of its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and Representative shall cause each of its Subsidiaries to, (a) give the Lender Board Observer notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, directors of Borrower or the applicable SubsidiaryRepresentative, (b) provide to each the Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, directors of each entitythe Borrower Representative, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each the Board Observer and permit each such the Board Observer to participate by telephone in, in emergency meetings of each such governing body the Board and all committees and sub-committees thereof, and (d) provide each the Board Observer copies of the all actions by written consent or minutes of all such meetings at the time such minutes are furnished to the members of the applicable governing bodyBoard; provided that, in each case, the Board may require the Board Observer to either not attend or temporarily leave a meeting of the Board, or withhold documents and information, if it reasonably determines, in good faith and upon advice of counsel, that the presence of the Board Observer at such time, or the provision of any document or information, would (i) prevent Borrower Representative or any Subsidiary from engaging in attorney-client privileged communication with counsel to the material detriment of Borrower Representative or such Subsidiary, (eii) cause regularly-scheduled meetings result in a conflict of interest with Borrower Representative or any Subsidiary due to the relationship between such Borrower (or Subsidiary), Lender or the Board Observer so long as, in each case, such Borrower (or Subsidiary) notifies Lender of such determination and provides the Board Observer a general description of the applicable governing bodies to be heldinformation or materials that have been withheld, and (f) to the extent there are that providing such description does not jeopardize the attorney-client privilege to be preserved, or (iii) result in the conflicts to be avoided or violate applicable confidentiality provisions (it being understood and agreed that Borrower Representative and any in person meetings applicable Subsidiary will take reasonable steps to minimize any such exclusions). For the avoidance of any governing body of Borrower or any of its Subsidiaries (or any committee or sub-committee thereof)doubt, no statement made by the Board Observers Observer shall be permitted construed as an action of Lender or its Affiliates for purposes of the Loan Documents nor shall the Board Observer have any ability to attend such meeting in person. The Borrower shall reimburse bind the Lender for the reasonable costs and expenses incurred by such Board Observers in connection with attendance at or participation in meetings, in an amount not its Affiliates to exceed such Board Observers’ actual travel costs.6.15take or refrain from taking any action hereunder or under any other Loan Document.

Board Observation Rights. The Borrower shall, and For so long as the Obligations remain outstanding Agent shall cause each have the right to designate one (1) representative (“Representative”) which Representative shall either be (i) a person employed by Agent or one of its Subsidiaries to, allow two Affiliates or (2ii) representatives any other person designated by the Lender Agent and reasonably acceptable to the Borrower, who shall: (a) solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such representativesnotice has not been rescinded by Agent by written notice to the Borrower, receive prior notice of all meetings (both regular and special) of the board of directors or similar governing body (the “Board ObserversGoverning Body”) and/or the holders of the Equity Interests of and of each committee of any such Governing Body of (i) each Loan Party, (ii) each of any Loan Party’s Subsidiaries, and (iii) each direct or indirect parent of any Loan Party; (b) solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower, be entitled to attend (or, at the option of such Representative, monitor by telephone) all such meetings; (c) solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower, receive all notices, information, reports and minutes of meetings, which are furnished (or made available) to the members of any such Governing Body and/or committee and/or holders of Equity Interests at or around the same time and in the same (in all material respects) manner as the same is furnished (or made available) to such members; and (d) solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower, be entitled to participate in all meetings and other activities of discussions conducted at such meetings. Solely to the governing body of extent the Agent has delivered written notice to Borrower and each of its Subsidiaries, including all committees and sub- committees thereof. The Borrower shallthat it elects to receive material non-public information, and shall cause each of its Subsidiaries to, (a) give the Lender such notice of all such meetings, at the same time as furnished has not been rescinded by Agent by written notice to the directorsBorrower, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide if any action is proposed to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or be taken by any such Governing Body and/or committee by written consent in anticipation lieu of a meeting, an the Loan Parties shall give, or shall cause to be given, written notice thereof to each Representative, which notice shall describe in reasonable detail the nature and substance of such proposed action before any such action is taken and in any event not materially later than the date upon which any member of any such board of directors (or similar governing body) and/or committee receives the same. Solely to the extent the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written consent or otherwisenotice to the Borrower, at the same time furnished to such directors, managers, membersLoan Parties shall furnish, or partnersshall cause to be furnished, as applicable, (c) notify to each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings Representative with a copy of each such governing body written consent at or around the same time, and in the same (in all committees material respects) manner as the same is furnished (or made available) to such members. The Loan Parties shall be required to reimburse Agent for its reasonable and subdocumented out-committees thereofof-pocket costs and expenses under this Section 5.16 with respect to attending such board or committee meetings, which costs and expenses shall be reimbursed promptly upon submission of customary expense reports and documentation. For the avoidance of doubt, each Representative (dx) provide each Board Observer copies shall not constitute a director and/or member of the minutes of all such meetings at the time such minutes are furnished a board committee; (y) shall not be entitled to the members of the applicable governing body, (e) cause regularly-scheduled vote or consent on any matters presented by meetings of the applicable governing bodies to be held, Governing Body and/or committee or actions taken in lieu of a meeting; and (fz) shall not be entitled to any rights other than those provided by this Section 5.16. The parties hereto agree that the Representative does not have a fiduciary duty or any other duties or responsibilities to the extent there are any in person meetings of any governing body of Borrower Loan Parties or any of their respective Affiliates. Subject to the first sentence of this Section 5.16, Agent may designate a new individual to serve as the Representative at any time and at its sole discretion. Notwithstanding the foregoing, the Representative shall not be entitled to receive materials relating to, or be in attendance for any discussions relating to, topics which, based upon the advice of counsel (i) the Representative’s access to such information or attendance for such discussion would reasonably be expected to terminate the attorney client privilege between any Loan Party or its Subsidiaries and its counsel, or (ii) concern the Loan Parties’ strategy or any committee negotiations with respect to the Loan Documents or sub-committee thereof), otherwise would present a conflict of interest for such Representative or the Board Observers shall be permitted to attend such meeting in personAgent or the Lenders. The Borrower shall reimburse the Lender for the reasonable costs and expenses incurred by such Board Observers in connection with attendance at or participation in meetings, in an amount not to exceed such Board Observers’ actual travel costs.6.15Presto Credit Agreement 59

Board Observation Rights. The Borrower shall(a) For the periods (each, an “Observation Period”) (i) beginning on the date hereof and shall cause each continuing for so long as the Investors collectively hold a principal amount of its Subsidiaries to, allow two (2) representatives designated Notes equal to at least 66 2/3% of the aggregate principal amount of Notes purchased by the Lender Investors pursuant to the NPA, less any portion of such Notes which are optionally redeemed by the Company pursuant to Section 16.01(b) of the Indenture (the “Minimum Pre-Conversion Hold Amount”) or (ii) for which the Investors have a right to nominate an Investor Director (as defined below) pursuant to Section 2.2(a) hereof and elect to not nominate an Investor Director, the Investor Representative, acting on behalf of the Investors, shall have the right to appoint, by written notice to the Company, one individual representative to attend (but not record) all meetings of the Board and any committee of the Board in a non-voting observer capacity and, except as set forth herein, receive all deliverables provided to the Board or committee of the Board relating thereto (such representativesrepresentative, the “Board ObserversObserver”) to attend and participate in all meetings and other activities of the governing body of the Borrower and each of its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (a) give the Lender notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, ). (b) provide to each Board Observer all notices, documents and information furnished to The Company shall give the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of all notices, consents, minutes and other materials, financial or otherwise, which the minutes of all such meetings at the time such minutes are furnished Company provides to the members Board or committee of the applicable governing body, (e) cause regularly-scheduled Board in connection with meetings of the applicable governing bodies Board or committee to be heldheld during such time frame; provided, that, (i) if the Board Observer does not, upon the request of the Company, before attending any meetings of the Board or a committee of the Board or receiving any such materials, execute and deliver to the Company a confidentiality agreement reasonably acceptable to the Company, the Board Observer may be excluded from access to any material or meeting or portion thereof if the Board or such committee determines in good faith that such exclusion is reasonably necessary to protect confidential proprietary information of the Company or confidential proprietary information of third parties that the Company is required to hold in confidence, to comply with law, rule or regulation or for other similar reasons; (ii) the Board Observer may be excluded from access to any material or meeting or portion thereof if the Board or committee of the Board determines in good faith that (A) such exclusion is reasonably necessary to preserve the attorney-client privilege between the Company or its subsidiaries and counsel, or any privilege under any common interest or joint defense doctrine, (B) such materials or discussion relates to items in which the Investors, Investor Representative or their Affiliates have a conflict of interest or otherwise relate to any potential transactions (including but not limited to transactions relating to the convertible notes or common stock issuable upon conversion) between or among the Company or its Affiliates and such Persons, or (C) such exclusion is necessary to avoid disclosure that is restricted by any agreement to which the Company or its Affiliates is a party or otherwise bound and (fiii) to nothing herein shall prevent the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (Board or any committee of the Board from taking any action by written consent; provided, however, that the Company shall provide notice to the Board Observer of (a) any meeting of the Board or sub-any committee thereof)thereof from which the Board Observer was excluded and (b) any action taken by written consent of the Board or any committee of the Board within 24 hours after such meet has been held or such action has been taken. For the avoidance of doubt, the Board Observers Observer shall not constitute a member of the Board, shall not be permitted taken into account or required for purposes of establishing a quorum, and shall not be entitled to attend such meeting vote on, or consent to, any matters presented to the Board. (c) The Investor Representative, acting on behalf of the Investors, may remove or change the individual serving as the Board Observer for any reason, with or without cause. If for any reason, the individual serving as the Board Observer is removed or otherwise ceases to serve as the Board Observer, the Investor Representative, acting on behalf of the Investors, may, by written notice to the Company and in personaccordance with Section 2.1(a), appoint a replacement Board Observer during any Observation Period. The Borrower shall reimburse For the Lender for avoidance of doubt, the reasonable costs and expenses incurred by such number of Board Observers in connection with attendance under this Agreement at or participation in meetings, in an amount not to any given time shall never exceed such Board Observers’ actual travel costs.6.15one.

Board Observation Rights. The Borrower shall, and Administrative Agent shall cause each of its Subsidiaries to, allow two be entitled to designate one observer (2) representatives designated by the Lender (such representatives, the “Board ObserversObserver”) to attend and participate in all meetings and other activities any regular, quarterly meeting (a “BOD Meeting”) of the governing body Board of Directors of the Borrower and each of (or its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (adirect or indirect ultimate parent holding company) give the Lender notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable governing body, (e) cause regularly-scheduled meetings of the applicable governing bodies to be held, and (f) to the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (or or, in each case, any committee or sub-committee relevant committees thereof), except that the Board Observers 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 Borrower (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. The Board Observer shall be permitted 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 attend be taken by the Board of Directors (or any relevant committee thereof) of the 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 personreasonable 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). 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 Borrower (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries in anticipation of or at such meeting (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 10.11 of this Agreement. The Borrower shall reimburse the Lender Board Observer for the all reasonable out-of-pocket costs and expenses incurred by such Board Observers in connection with attendance at or its participation in meetings, in an amount not to exceed any such Board Observers’ actual travel costs.6.15BOD Meeting.

Board Observation Rights. For so long as fifty percent (50%) of the principal amount of the Note is outstanding, the Purchaser will be entitled to the following board observation rights (“Board Observation Rights”): The Borrower shallCompany shall permit one representative of the Purchaser to attend all in-person and telephonic meetings of the board of directors (excluding any committee meetings of the Board of Directors) of the Company (the “Board of Directors”) in a non-voting observer capacity, which observation right shall include the ability to observe discussions of the Board of Directors, and shall cause each provide such representative with copies of its Subsidiaries toall notices, allow two (2) representatives designated by the Lender (such representativesminutes, the “Board Observers”) to attend and participate in all meetings written consents, and other activities materials that it provides to members of the governing body Board of the Borrower and each of its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (a) give the Lender notice of all such meetingsDirectors, at the same time it provides them to such members. The observation right may be exercised in person or via telephone or videophone participation. The Purchaser agrees, on behalf of itself and any representative exercising the observation rights set forth herein, that so long as furnished it shall exercise its observation right (i) it shall hold in strict confidence pursuant to a confidentiality and non-disclosure agreement (in form and substance satisfactory to the directors, managers, Purchaser) all information and materials that it may receive or partners, as applicable, of Borrower or the applicable Subsidiary, (b) provide be given access to each Board Observer all notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and all committees and sub-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable governing body, (e) cause regularly-scheduled connection with meetings of the applicable governing bodies Board of Directors and to be heldact in a fiduciary manner with respect to all information so provided (provided that this shall not limit its ability to discuss such matters with its officers, directors or legal counsel, as necessary), and (fii) the Board of Directors may withhold from it certain information or material furnished or made available to the extent there are any in person meetings Board of any governing body Directors or exclude it from certain confidential “closed sessions” of Borrower or any of its Subsidiaries (or any committee or sub-committee thereof), the Board Observers shall be permitted to attend of Directors if the furnishing or availability of such meeting in personinformation or material or its presence at such “closed sessions” would jeopardize such Company’s attorney-client privilege or if the Board of Directors otherwise reasonably so requires. The Borrower Board Observation Rights set forth in this Section 6.17 shall reimburse automatically terminate and be of no further force or effect upon the Lender earlier of (A) the indefeasibly payment in full of all Obligations (as defined in the Master Security Agreement) for indebtedness, or (B) until less than fifty percent (50%) of the reasonable costs and expenses incurred by such Board Observers in connection with attendance at or participation in meetings, in an principal amount not to exceed such Board Observers’ actual travel costs.6.15of the Note is outstanding.

Board Observation Rights. The Borrower shall, and shall cause each of its Subsidiaries to, allow two (2) representatives designated by the Lender (such representatives, the “Board Observers”) to attend and participate in all meetings and other activities of the governing body of the Borrower and each of its Subsidiaries, including all committees and sub- committees thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (a) give Agent shall have the Lender right to have a single representative attend all meetings of the board of directors of Borrower and any Subsidiary, as an observer without the right to vote (the “Observer”). Borrower reserves the right to withhold any information and to exclude the Observer from any meeting of the Board or portion thereof if (a) access to such information or attendance at such meeting would waive the attorney-client privilege between Bxxxxxxx and its counsel, (b) access to such information or attendance at such meeting would result in disclosure of trade secrets, or (c) the Observer is a direct competitor of Borrower or an Affiliate of a competitor of Borrower. Initially, the Observer shall be Txxx Xxxxxx-Xxxxxxx. Observer shall be provided written notice (which may be via email) of all regular and special meetings of such meetings, entities’ board of directors at the same time as furnished provided to the directors, managers, any other director. Borrower or partnersSubsidiary, as applicable, shall concurrently provide Observer with copies of Borrower or the applicable Subsidiary, (b) provide to each Board Observer all notices, documents minutes, consents and information furnished other materials it provides to any member of such board of directors or any committee, provided that any materials protected from discovery by the attorney-client privilege or the attorney work product privilege, and any trade secrets may be excluded. All Confidential Information provided to Observer pursuant to this Section 6.14 shall be subject to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, managers, members, or partners, as applicable, (c) notify each Board confidentiality obligations under Section 13.12. Bxxxxxxx will reimburse Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing body and for all committees and subreasonable out-committees thereof, (d) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the applicable governing body, (e) cause regularlyof-scheduled meetings of the applicable governing bodies to be held, and (f) to the extent there are any in person meetings of any governing body of Borrower or any of its Subsidiaries (or any committee or sub-committee thereof), the Board Observers shall be permitted to attend such meeting in person. The Borrower shall reimburse the Lender for the reasonable costs and pocket expenses incurred by such Board Observers Observer in connection with attendance at any such meetings. Loan and Security Agreement – Tempo Automation, Inc. (b) In addition to any other rights or participation remedies to which the Agent may be entitled, Bxxxxxxx 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 (each, an “Indemnified Observer Party” and collectively, the “Indemnified Observer Parties”) from and against any and all losses, claims, obligations, liabilities, deficiencies, diminutions in meetingsvalue, in penalties, causes of action, damages, costs, and expenses (including, without limitation, costs of investigation and defense, reasonable attorneys’ fees and expenses) (collectively, the “Indemnification Obligations”) that they, or any of them, may suffer, incur, or be responsible for, arising or resulting from the exercise of rights pursuant to Section 6.14(a) and/or service or status as an amount not “Observer,” provided, however, Bxxxxxxx shall have no obligations to exceed indemnify and hold harmless any Indemnified Observer Party for Indemnification Obligations arising or resulting solely from the gross negligence, willful misconduct or fraud of such Board Observers’ actual travel costs.6.15Indemnified Observer Party.