Common use of Board Observer Rights Clause in Contracts

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, whether in person, by telephone, or otherwise. The Company shall provide such representative the same notice of all such meetings and copies of all such meeting materials distributed to members of the Board concurrently with provision of such notice and materials to the Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded from access to any material or meeting or portion thereof if (A) the 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 representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreement.

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior Prior to the exercise of the Warrant Warrant, and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect deemed to mean holders of all the Warrant Warrants issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shareshereof) to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, whether in person, by telephone, or otherwise. The Company shall provide such representative the same notice of all such meetings and copies of all such meeting materials distributed to members of the Board concurrently with provision of such notice and materials to the Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded from access to any material or meeting or portion thereof if (A) the 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 representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company Holders shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreement.

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for so So long as the Holders continue Initial Purchasers constitute the Required Holders, Holdco agrees to own any Warrant Shares or Additional Warrant Shares, insure that the Company Initial Purchasers shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, whether in person, by telephone, or otherwise. The Company shall provide such representative the same notice of all such meetings and receive copies of all such meeting materials notices, reports, written presentations, board papers, minutes of meetings of the board of directors (or comparable policy-making bodies) and other written information distributed to members of the board of directors (or comparable policy-making bodies) of Holdco or to the members of the executive or similar committee of the board of Holdco (collectively, “Board concurrently with provision Papers”) at the same time as such Board Papers are made available to the board for purposes of regular board meetings or to the members of the executive or similar committee of the board for purposes of such notice committee meetings. So long as the Initial Purchasers constitute the Required Holders, the Initial Purchasers shall have the right to designate a person to attend, and materials to the Board; providedparticipate and furnish advice in, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 meetings of the Credit Agreement board of directors (or comparable policy-making bodies) of Holdco and the executive or similar committee of the board of Holdco in person or telephonically as a non-voting observer (ii) may the “Board Observer”), and such person shall be excluded from access entitled to any material or meeting or portion thereof if (A) the Board determines participate in good faithdiscussions and consult with, with and make proposals and furnish advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, such board (or comparable policy-making bodies) and such meeting or portion thereof involves discussions regardingcommittee without voting, it being understood that the refinancing or restructuring of, or interpretation Initial Purchasers may from time to time change the identity of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Boardsuch observer. The Company observer attending board or committee meetings shall pay such representative’s be entitled to reimbursement from Holdco for reasonable and documented travel and other out-of-pocket expenses incurred in attending such board and committee meetings (including, without limitationplus VAT or the overseas equivalent). Notwithstanding the foregoing, the cost Board Observer may be excluded from any such meeting (or portion of airfaresuch meeting) or may not receive all or a portion of Board Papers relating to any such meeting where, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with good faith discretion of the Company’s policies board exercised on a case by case basis after consideration of reimbursing directors generally all relevant factors, it would not be appropriate because of a conflict of interest for such expenses. If it is proposed that any action be taken by written consent in lieu of Board Observer (as a meeting representative of the Board, the Company shall provide Initial Purchasers) to participate in such representative a copy of the written consent at the time such written consent is distributed meeting (or portion thereof) or to members of the Board. The representative shall be free to contact the members of receive the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant Papers relating to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreementsuch meeting (or portion thereof).

Board Observer Rights. At (a) As long as Lightspeed Venture Partners (“Lightspeed”) owns any time following the date that there are no longer any amounts outstanding under the Credit Agreement shares of Series A Preferred Stock and is not entitled to designate two (and therefore no board observation rights thereunder), prior to the exercise 2) of the Warrant and at all times thereafter for so long as directors serving on the Holders continue to own any Warrant Shares or Additional Warrant SharesBoard of Directors of the Company, the Company shall permit one authorized invite a representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) Lightspeed to attend and participate (in the capacity of a non-voting observer) in all meetings of its BoardBoard of Directors in a nonvoting observer capacity and, whether in personthis respect, by telephone, or otherwise. The Company shall provide give such representative the same notice of all such meetings and copies of all such meeting notices, minutes, consents, and other materials distributed that it provides to members of the Board concurrently with provision of such notice and materials to the Boardits directors, if so requested; provided, however, that such representative (i) shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and materials disclosed or delivered provided further, that the Company reserves the right to withhold any information and to exclude such representative in confidence in accordance with but subject to the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded from access to any material or meeting or portion thereof if (A) the Board determines access to such information or attendance at such meeting could result in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve disclosure of trade secrets or highly confidential information or in a conflict of interest or adversely affect the attorney-client privilege or between the Company and its counsel. (b) As long as SAP Ventures Fund II, L.P. and/or its affiliates (“SAPV”) owns at least 50% of the Series D Preferred stock initially purchased by SAPV, the Company shall invite a representative of SAPV to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors, if so requested; provided, however, that such representative’s access or attendance could materially representative shall agree to hold in confidence and adversely affect trust all information so provided; and provided further, that the Board’s fiduciary duties or (B) Company reserves the right to withhold any information and to exclude such material relates to, or such representative from any meeting or portion thereof involves discussions regarding, if access to such information or attendance at such meeting could reasonably result in disclosure of trade secrets or highly confidential information or in a conflict of interest or adversely affect the refinancing or restructuring of, or interpretation of any legal matter regarding, attorney-client privilege between the Loans (as defined in the Credit Agreement) or an executive session of the BoardCompany and its counsel. The Company shall pay such representative’s reasonable reimburse the SAPV observer for all travel and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such for attending meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubt, the Directors or other related Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreementactivities.

Board Observer Rights. At any (a) From and after the Closing until such time following as the date that there Xmark Entities are no longer any amounts outstanding under Requisite Holders, the Credit Agreement Xmark Entities shall have the right to designate one (and therefore no board observation rights thereunder), prior 1) member to the exercise Company’s Board of Directors (the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, whether in person, by telephone, or otherwise“Lead Investor Director”). The Company shall provide use its best efforts to cause the Lead Investor Director to be elected to the Company’s Board of Directors. The Xmark Entities shall have the right to remove or replace the Lead Investor Director by giving notice to such representative Lead Investor Director and the Company, and the Company shall use its best efforts to effect the removal or replacement of any such Lead Investor Director. Subject to any limitations imposed by applicable law, the Lead Investor Director shall be entitled to the same notice perquisites, including stock options, reimbursement of expenses and other similar rights in connection with such person's membership on the Board of Directors of the Company, as every other non-employee member of the Board of Directors of the Company. (b) From and after the Closing until such time as the Lead Investors are no longer Requisite Holders the Lead Investors shall have the right to designate one (1) observer to attend all such meetings of the Company’s Board of Directors, committees thereof and copies of access to all such meeting materials distributed information made available to members of the Board concurrently with provision of (the “Lead Investor Observer”). The Lead Investor Observer shall have the same rights as those who customarily attend such notice and materials position. Notwithstanding the foregoing, the Company reserves the right to exclude the Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded Lead Investor Observer from access to any material or material, meeting or portion thereof if (A) the Board determines in good faithCompany believes, with advice based on an opinion from legal its counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege client, work product or if such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Boardsimilar privilege. The Company Lead Investor Observer shall pay such representative’s reasonable hold in confidence and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals trust and lodging) not use or disclose any confidential information provided to or learned by him or her in connection with the Lead Investor Observer’s rights hereunder for any purpose other than the monitoring and administration of the transactions contemplated hereby, unless otherwise required by law, so long as such representative’s attendance at such meetings to information is not in the extent consistent with public domain. If requested by the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company Lead Investor Observer shall provide such representative execute a copy of the written consent at the time such written consent is distributed standard confidentiality agreement prior to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 are in addition to, and not in substitution of, attending any other board observer rights granted to the Holders, including pursuant to the Credit Agreementmeetings.

Board Observer Rights. At (a) So long as any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise Member beneficially owns at least 15% of the Warrant and at all times thereafter for so long as the Holders continue outstanding Units, such Member shall have to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized right to designate from time to time a single representative of the Holders (which for purposes of this Section 7 a “Board Observer”) who shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) entitled to attend and participate (in the capacity of a non-voting observer) in all meetings of its the Board (but not meetings of any committees thereof unless specifically invited); provided that each such Board Observer shall have no voting rights with respect to actions taken or elected not to be taken by the Board; provided further that each Board Observer shall at all times, whether except as otherwise required by law, hold in person, by telephone, or otherwise. confidence and trust all information so provided. (b) The Company shall provide such representative the same notice of all such meetings and each Board Observer with copies of all such meeting materials distributed provided to members of the Board concurrently with provision of (but not committees thereof, unless such notice Board Observer was invited to the applicable committee meeting) including, without limitation, notices, minutes, consents and any and all other materials provided to Directors, at nearly the same time and in nearly the same manner as it provides such materials to the Board; provided, however, Directors except that such representative (i) shall hold all the Company reserves the right to withhold any information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded exclude a Board Observer from access to any material or meeting or portion thereof if (A) the Board convenes an executive session or if the Board determines in good faith, with advice from legal counsel, faith that access to such exclusion is information or attendance at such meeting would reasonably necessary be expected to preserve adversely affect the attorney-client privilege between the Company and its counsel or if such representative’s access or attendance could materially and adversely affect result in a conflict of interest. Any action taken by the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance the foregoing shall have no impact on the validity or any decision made or action taken by the Board. (c) A Board Observer may be changed at such meetings any time upon prior notice to the extent consistent with Company by the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Boarddesignating Member. The representative parties hereto hereby acknowledge and agree that the Board Observer shall be free to contact the members not, by virtue of the Board and discuss Observer’s status as such, owe any fiduciary or other duties to the proposed written consent. For the avoidance of doubt, Members or otherwise have any directorial or other duties or liabilities to the Company acknowledges and agrees that or its Members. (d) The right to designate a Board Observer shall not be Transferrable to any unaffiliated third party. At such time as a Member ceases to own at least 15% of the board observer rights granted pursuant outstanding Units, such Member shall no longer have the right to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreementdesignate a Board Observer.

Board Observer Rights. At any time following (a) So long as the Subscriber continues to hold at least 51% of the shares of Class A Common Stock and at least 51% of the shares of Convertible Preferred Stock, in each case, issued pursuant to this Agreement (as appropriately adjusted for stock splits, stock dividends, stock combinations, and similar events occurring after the date hereof), from the date hereof until the earlier to occur of (i) the Conversion Date (as defined in the Restated Charter) or (ii) the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior an individual designated by Subscriber is appointed to the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant SharesBoard, the Company Subscriber shall permit have the right to designate one authorized representative of (1) observer (the Holders (which for purposes of this Section 7 “Observer”) to the Board who is reasonably acceptable to the Company. The initial Observer shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) Xxxxxxx Xxxx. The Observer shall be entitled to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, whether in person, by telephone, or otherwise. The Company shall provide such representative the same notice of Board (and all such meetings committees thereof) and receive copies of all such meeting materials distributed provided to the Board, including, without limitation, notices, minutes, consents and any and all other materials provided to members of the Board concurrently Board, provided that the Observer shall have no voting rights with provision respect to actions taken or elected not to be taken by the Board. The Observer may participate in discussions of such notice and materials matters brought to the Board; providedBoard and may address the Board with respect to the Company’s concerns regarding business issues facing the Company and/or any of its Subsidiaries. (b) Notwithstanding the foregoing, however, a majority of the members of the Board shall be entitled to recuse the Observer from portions of any Board meeting and to redact portions of any Board or Board committee materials delivered to the Observer where and to the extent such majority determines in good faith that such representative (i) shall hold all information and materials disclosed or delivered to such representative recusal is reasonably necessary, in confidence in accordance with but subject the advice of counsel to the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded from access to any material or meeting or portion thereof if (A) the Board determines in good faithCompany, with advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such representative’s access or attendance could materially and adversely affect of the Board’s fiduciary duties Company with respect to a material matter or (Bii) such material relates tothere exists, with respect to any deliberation or such meeting Board materials, an actual or portion thereof involves discussions regarding, potential conflict of interest between the refinancing or restructuring of, or interpretation of any legal matter regarding, Subscriber and the Loans Company. (as defined in the Credit Agreementc) or an executive session Each of the Board. The Company shall pay such representative’s reasonable Subscriber and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals Observer agrees to hold in confidence and lodging) trust and not to use or disclose to any third party any information provided to or learned by it or the Observer in connection with such representativethe Board observer rights of the Subscriber or the Observer under this Agreement or in connection with the Observer’s attendance at such any meetings of the Board or any of its committees (collectively, “Confidential Information”). The foregoing shall not apply to any information that (i) the Subscriber or the Observer possesses without obligation of confidentiality prior to the date hereof, (ii) the Subscriber develops independently without reference to or reliance on any Confidential Information, (iii) the Subscriber or the Observer rightfully receives from a third party without any obligation of confidentiality to the Company, (iv) is or becomes publicly available without breach of this Agreement, or (v) to the extent consistent the Subscriber or the Observer, in the opinion of the Subscriber’s counsel, becomes legally compelled to disclose pursuant to the order of a court of competent jurisdiction or pursuant to applicable law, provided that the Subscriber and the Observer shall use all commercially reasonable efforts to give the Company prior written notice of such disclosure in order that the Company may seek (with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting reasonable cooperation of the BoardSubscriber and the Observer) a protective order, confidential treatment, or other appropriate remedy. Nothing herein shall prohibit any disclosure of information to advisors, employees, or agents of the Subscriber who need to know such Confidential Information (collectively, “Representatives”) that have been advised of, and have agreed to abide by, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Boardconfidentiality obligations set forth herein. The representative Subscriber hereby agrees that it shall be free to contact the members responsible for any breach of the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 are 6.3 by any of its Representatives who have received Confidential Information. The provisions of this Section 6.3(c) shall be in addition to, and not in substitution of, any other board observer rights granted separate non-disclosure or confidentiality agreements or obligations of the parties. (d) It shall be a condition to the Holdersappointment of the Observer by the Subscriber that the Observer, including pursuant upon the request of the Company, shall have agreed in writing to the Credit confidentiality provisions in this Agreement.

Board Observer Rights. At any time following Lenders shall have the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior right to the exercise appoint an employee of the Warrant and at all times thereafter for so long Agent as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) to attend and participate (in the capacity of a non-voting observer) in observer to all meetings of its Boardthe board of directors of Borrower (the “Board Observer”), whether and, in personthis respect, by telephone, or otherwise. The Company Borrower shall provide such representative the same notice of all such meetings and Board Observer with copies of all such meeting notices, minutes, consents and other materials distributed provided to members of the Board concurrently with provision of such notice and materials to the Boardits directors; provided, however, that the Borrower reserves the right to withhold any Excluded Materials, and to exclude such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 Board Observer from any meeting of the Credit Agreement and (ii) may be excluded from access to any material or meeting board of directors or portion thereof if (Aa) attendance at such meeting would or is reasonably likely to, in the Board determines in good faith, with advice from legal opinion of Borrower’s counsel, that such exclusion is reasonably necessary to preserve adversely affect the attorney-client privilege between Borrower and its counsel, (b) attendance at such meeting could result in a conflict of interest between Agent, Lenders, the Board Observer or if their respective affiliates or representatives, on the one hand, and Borrower or its affiliates or representatives on the other concerning the financing transaction between Borrower, Agent and Lenders or other matters involving Lenders or their affiliates, (c) pursuant to the terms of a bona fide confidentiality agreement entered into by Borrower in good faith, Borrower is restricted from providing information relating thereto to Agent, Lenders or other third parties, (d) there is an executive session at any such representativemeeting and the board of directors of Borrower requests that the Board Observer be excluded from such executive session; provided, however, that clause (d) shall not prevent the Board Observer from attending any portion of such executive session relating to corporate strategy matters, including but not limited to financing, strategic acquisition and IPO matters, or (e) the Company’s access or board of directors determines in good faith attendance at such meeting (including an executive session relating to corporate strategy matters, including but not limited to financing, strategic acquisition and IPO matters) could materially and adversely affect the Board’s result in a breach of its fiduciary duties or under any applicable Requirement of Law. The rights set forth in this Section 6.12 will terminate upon the earliest to occur of (A) payment in full of the Obligations, (B) such material relates tothe consummation of a Change of Control or (C) the consummation of an IPO. Prior to attending any board meetings or receiving any materials relating thereto, Lenders shall cause the Board Observer to execute a confidentiality agreement with Mavenir and/or for the express and enforceable benefit of Mavenir having a term extending one (1) year beyond the Maturity Date or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session earlier full repayment of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 are in addition toLoan, and not in substitution ofotherwise on substantially similar terms to that certain Non-Disclosure Agreement, any other board observer rights granted to the Holdersdated as of July 18, including pursuant to the Credit Agreement2012, by and between Silver Lake Xxxxxxxx Management Company, L.L.C. and Mavenir.

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 Lender shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of entitled to designate one observer (the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares"Board Observer") to attend and participate any regular meeting (in a "BOD Meeting") of the capacity Board of a non-voting observerDirectors of Borrower (or any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) in all meetings of its Board, whether in person, by telephone, or otherwiseBorrower at any such meetings. The Company Board Observer shall provide such representative be timely notified of the same time and place of any BOD Meetings (which shall be held no less than once per month) and will be given written notice of all such meetings and copies proposed actions to be taken by the Board of all Directors (or any relevant committee thereof) of Borrower at such meeting materials distributed as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board concurrently with provision of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of Borrower in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such notice and materials meeting, when provided to the Board; providedmembers, however, that and the Board Observer shall keep such representative (i) shall hold all materials and information and materials disclosed or delivered to such representative in confidence confidential in accordance with but subject to the provisions of Section 16.15 12.9 of the Credit Agreement and (ii) may be excluded from access to any material or meeting or portion thereof if (A) Loan Agreement. Borrower shall reimburse the 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 representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s Observer for all reasonable and documented out-of-pocket costs and expenses (including, without limitation, the cost of airfare, meals and lodging) incurred in connection with its participation in any such representative’s attendance at such meetings BOD Meeting. Failure by Borrower to the extent consistent comply with the Company’s policies its obligations under this Section 3.2 shall be an Event of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting Default under Section 8.2.2(a) of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Loan Agreement.

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for so So long as the Holders continue Purchasers constitute the Required Holders, Holdco agrees to own any Warrant Shares or Additional Warrant Shares, insure that the Company Purchasers shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, whether in person, by telephone, or otherwise. The Company shall provide such representative the same notice of all such meetings and receive copies of all such meeting materials notices, reports, written presentations, board papers, minutes of meetings of the board of directors (or comparable policy-making bodies) and other written information distributed to members of the board of directors (or comparable policy-making bodies) of Holdco or to the members of the executive or similar committee of the board of Holdco (collectively, “Board concurrently with provision Papers”) at the same time as such Board Papers are made available to the board for purposes of regular board meetings or to the members of the executive or similar committee of the board for purposes of such notice committee meetings. So long as the Purchasers constitute the Required Holders, the Purchasers shall have the right to designate a person to attend, and materials to the Board; providedparticipate and furnish advice in, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 meetings of the Credit Agreement board of directors (or comparable policy-making bodies) of Holdco and the executive or similar committee of the board of Holdco in person or telephonically as a non-voting observer (ii) may the “Board Observer”), and such person shall be excluded from access entitled to any material or meeting or portion thereof if (A) the Board determines participate in good faithdiscussions and consult with, with and make proposals and furnish advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, such board (or comparable policy-making bodies) and such meeting or portion thereof involves discussions regardingcommittee without voting, it being understood that the refinancing or restructuring of, or interpretation Purchasers may from time to time change the identity of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Boardsuch observer. The Company observer attending board or committee meetings shall pay such representative’s be entitled to reimbursement from Holdco for reasonable and documented travel and other out-of-pocket expenses incurred in attending such board and committee meetings (including, without limitationplus VAT or the overseas equivalent). Notwithstanding the foregoing, the cost Board Observer may be excluded from any such meeting (or portion of airfaresuch meeting) or may not receive all or a portion of Board Papers relating to any such meeting where, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with good faith discretion of the Company’s policies board exercised on a case by case basis after consideration of reimbursing directors generally all relevant factors, it would not be appropriate because of a conflict of interest for such expenses. If it is proposed that any action be taken by written consent in lieu of Board Observer (as a meeting representative of the Board, the Company shall provide Purchasers) to participate in such representative a copy of the written consent at the time such written consent is distributed meeting (or portion thereof) or to members of the Board. The representative shall be free to contact the members of receive the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant Papers relating to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreementsuch meeting (or portion thereof).

Board Observer Rights. At any time following Borrower’s option, Agent shall have the date that there are no longer any amounts outstanding under the Credit Agreement right to designate (and therefore no board observation rights thereunderreplace from time to time), prior to and Bxxxxxxx shall invite, one (1) representative (the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares“Lender Observer”) to attend and participate (in the capacity of a non-voting observer) in all meetings of its BoardParent’s Board of Directors (and any committees thereof) in a nonvoting observer capacity and, whether in personthis respect, by telephone, or otherwise. The Company Parent shall provide such representative give the same notice of all such meetings and Lender Observer copies of all notices, minutes, consents and other material that Parent provides to its directors at the same time and in the same manner as provided to such meeting materials distributed directors. As a condition to members of becoming the Board concurrently with provision of such notice Lender Observer, the Lender Observer shall agree to hold in confidence and materials to the Boardtrust all information so provided; provided, howeverand provided further, that such representative (i) shall hold all Parent reserves the right to withhold information and materials disclosed or delivered to such representative in confidence in accordance with but subject to exclude the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded Lender Observer from access to any material or meeting or portion thereof if (A) the Board of Directors of Parent determines in good faithfaith after due deliberation (and, with respect to attorney-client privilege and conflicts of interest, advice from legal of counsel, ) that such exclusion is reasonably necessary (i) to preserve the attorney-client privilege or if (ii) to avoid a potential conflict of interest. The Lender Observer may participate in discussions of matters brought to the Board of Directors of Parent and, upon reasonable notice and at a scheduled meeting of such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, Board of Directors or such meeting or portion thereof involves discussions regardingother time, if any, may address such Board of Directors with respect to the refinancing or restructuring of, or interpretation of any legal matter regarding, Lender Observer’s concerns regarding significant business issues facing Borrower. Bxxxxxxx shall reimburse the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s Lender Observer for all reasonable and documented out-of-pocket expenses (including, without limitation, incurred by the cost of airfare, meals and lodging) Lender Observer in connection with such representative’s attendance at each meeting of such Board of Directors and any committee meetings related thereto and any such reimbursement shall be paid to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it Lender Observer no later than comparable reimbursement is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed paid to members of the Board. The representative shall be free to contact the members of such Board of Directors. Borrower shall indemnify and hold the Board Lender Observer harmless from and discuss the proposed written consent. For the avoidance of doubtagainst any losses, the Company acknowledges claims, damages, liabilities and agrees that the board observer rights granted pursuant expenses to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted which Lender Observer may become to the Holders, including pursuant same extent and in the same manner to the Credit Agreementsame extent as if such Lender Observer were a director of Parent.

Board Observer Rights. At any time following The [****] Lenders shall have the date that there are no longer any amounts outstanding under the Credit Agreement right to designate (and therefore no board observation rights thereunderreplace from time to time), prior to and Parent shall invite, one (1) representative (the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares“Lender Observer”) to attend and participate (in the capacity of a non-voting observer) in all meetings of its BoardParent’s Board of Directors (and any committees thereof) in a nonvoting observer capacity and, whether in personthis respect, by telephone, or otherwise. The Company Parent shall provide such representative give the same notice of all such meetings and Lender Observer copies of all notices, minutes, consents and other material that Parent provides to its directors at the same time and in the same manner as provided to such meeting materials distributed directors (provided that, Parent shall endeavor to members of provide the Board concurrently with provision of such notice Lender Observer at least 48 hours advanced notice). As a condition to becoming the Lender Observer, the Lender Observer shall agree to hold in confidence and materials to the Boardtrust all information so provided; provided, howeverand provided further, that such representative (i) shall hold all Parent reserves the right to withhold information and materials disclosed or delivered to such representative in confidence in accordance with but subject to exclude the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded Lender Observer from access to any material or meeting or portion thereof if (A) the Board of Directors of Parent determines in good faithfaith after due deliberation (and, with respect to attorney-client privilege and conflicts of interest, advice from legal of counsel, ) that such exclusion is reasonably necessary (i) to preserve the attorney-client privilege or if (ii) to avoid a potential conflict of interest. The Lender Observer may participate in discussions of matters brought to the Board of Directors of Parent and, upon reasonable notice and at a scheduled meeting of such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, Board of Directors or such meeting or portion thereof involves discussions regardingother time, if any, may address such Board of Directors with respect to the refinancing or restructuring of, or interpretation of any legal matter regarding, Lender Observer’s concerns regarding significant business issues facing Borrower. Xxxxxxxx shall reimburse the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s Lender Observer for all reasonable and documented out-of-pocket expenses (including, without limitation, incurred by the cost of airfare, meals and lodging) Lender Observer in connection with such representative’s attendance at each meeting of such Board of Directors and any committee meetings related thereto and any such reimbursement shall be paid to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it Lender Observer no later than comparable reimbursement is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed paid to members of the Board. The representative shall be free to contact the members of such Board of Directors. Borrower shall indemnify and hold the Board Lender Observer harmless from and discuss the proposed written consent. For the avoidance of doubtagainst any losses, the Company acknowledges claims, damages, liabilities and agrees that the board observer rights granted pursuant expenses to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted which Lender Observer may become to the Holders, including pursuant same LEGAL*65859792.17 extent and in the same manner to the Credit Agreementsame extent as if such Lender Observer were a director of Parent.

Board Observer Rights. At any time following Borrower’s option, each Agent shall have the date that there are no longer any amounts outstanding under the Credit Agreement right to designate (and therefore no board observation rights thereunderreplace from time to time), prior to and Borrower shall invite, one (1) representative (the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares“Lender Observer”) each to attend and participate (in the capacity of a non-voting observer) in all meetings of its BoardParent’s Board of Directors (and any committees thereof) in a nonvoting observer capacity and, whether in personthis respect, by telephone, or otherwise. The Company Parent shall provide such representative give the same notice of all such meetings and Lender Observer copies of all notices, minutes, consents and other material that Parent provides to its directors at the same time and in the same manner as provided to such meeting materials distributed directors. As a condition to members of becoming the Board concurrently with provision of such notice Lender Observer, the Lender Observer shall agree to hold in confidence and materials to the Boardtrust all information so provided; provided, howeverand provided further, that such representative (i) shall hold all Parent reserves the right to withhold information and materials disclosed or delivered to such representative in confidence in accordance with but subject to exclude the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded Lender Observer from access to any material or meeting or portion thereof if (A) the Board of Directors of Parent determines in good faithfaith after due deliberation (and, with respect to attorney-client privilege and conflicts of interest, advice from legal of counsel, ) that such exclusion is reasonably necessary (i) to preserve the attorney-client privilege or if (ii) to avoid a potential conflict of interest. The Lender Observer may participate in discussions of matters brought to the Board of Directors of Parent and, upon reasonable notice and at a scheduled meeting of such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, Board of Directors or such meeting or portion thereof involves discussions regardingother time, if any, may address such Board of Directors with respect to the refinancing or restructuring of, or interpretation of any legal matter regarding, Lender Observer’s concerns regarding significant business issues facing Borrower. Bxxxxxxx shall reimburse the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s Lender Observer for all reasonable and documented out-of-pocket expenses (including, without limitation, incurred by the cost of airfare, meals and lodging) Lender Observer in connection with such representative’s attendance at each meeting of such Board of Directors and any committee meetings related thereto and any such reimbursement shall be paid to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it Lender Observer no later than comparable reimbursement is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed paid to members of the Board. The representative shall be free to contact the members of such Board of Directors. Borrower shall indemnify and hold the Board Lender Observer harmless from and discuss the proposed written consent. For the avoidance of doubtagainst any losses, the Company acknowledges claims, damages, liabilities and agrees that the board observer rights granted pursuant expenses to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted which Lender Observer may become to the Holders, including pursuant same extent and in the same manner to the Credit Agreementsame extent as if such Lender Observer were a director of Parent.

Board Observer Rights. At any time following Borrower’s option, Agent shall have the date that there are no longer any amounts outstanding under the Credit Agreement right to designate (and therefore no board observation rights thereunderreplace from time to time), prior to and Xxxxxxxx shall invite, one (1) representative (the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares“Lender Observer”) to attend and participate (in the capacity of a non-voting observer) in all meetings of its BoardParent’s Board of Directors (and any committees thereof) in a nonvoting observer capacity and, whether in personthis respect, by telephone, or otherwise. The Company Parent shall provide such representative give the same notice of all such meetings and Lender Observer copies of all notices, minutes, consents and other material that Parent provides to its directors at the same time and in the same manner as provided to such meeting materials distributed directors. As a condition to members of becoming the Board concurrently with provision of such notice Lender Observer, the Lender Observer shall agree to hold in confidence and materials to the Boardtrust all information so provided; provided, howeverand provided further, that such representative (i) shall hold all Parent reserves the right to withhold information and materials disclosed or delivered to such representative in confidence in accordance with but subject to exclude the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded Lender Observer from access to any material or meeting or portion thereof if (A) the Board of Directors of Parent determines in good faithfaith after due deliberation (and, with respect to attorney-client privilege and conflicts of interest, advice from legal of counsel, ) that such exclusion is reasonably necessary (i) to preserve the attorney-client privilege or if (ii) to avoid a potential conflict of interest. The Lender Observer may participate in discussions of matters brought to the Board of Directors of Parent and, upon reasonable notice and at a scheduled meeting of such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, Board of Directors or such meeting or portion thereof involves discussions regardingother time, if any, may address such Board of Directors with respect to the refinancing or restructuring of, or interpretation of any legal matter regarding, Lender Observer’s concerns regarding significant business issues facing Borrower. Xxxxxxxx shall reimburse the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s Lender Observer for all reasonable and documented out-of-pocket expenses (including, without limitation, incurred by the cost of airfare, meals and lodging) Lender Observer in connection with such representative’s attendance at each meeting of such Board of Directors and any committee meetings related thereto and any such reimbursement shall be paid to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it Lender Observer no later than comparable reimbursement is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed paid to members of the Board. The representative shall be free to contact the members of such Board of Directors. Borrower shall indemnify and hold the Board Lender Observer harmless from and discuss the proposed written consent. For the avoidance of doubtagainst any losses, the Company acknowledges claims, damages, liabilities and agrees that the board observer rights granted pursuant expenses to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted which Lender Observer may become to the Holders, including pursuant same extent and in the same manner to the Credit Agreementsame extent as if such Lender Observer were a director of Parent.

Board Observer Rights. At (a) The Company covenants and agrees that no later than Closing, to be effective as of the Closing, the Board of Directors shall cause one person nominated by Patriot Financial Partners, L.P. or its assignee or any time following other Purchaser who purchases $10 million or more of Securities (the date that there are no longer “Lead Purchaser”) to be elected or appointed to the Board of Directors (such designee or any amounts outstanding under successor designee of the Credit Agreement (and therefore no board observation rights thereunderLead Purchaser, the “Designated Board Member”), prior subject to satisfaction of the legal and governance requirements regarding service as a director of the Company and to the exercise reasonable approval of the Warrant Nominating and at all times thereafter for Governance Committee of the Board of Directors (such approval not to be unreasonably withheld or delayed). (b) After such appointment or election of the Designated Board Member, so long as the Holders continue Lead Purchaser holds, in the aggregate, four point nine percent (4.9%) or more of the voting Common Stock, then the Company will be required to own any Warrant Shares recommend to its shareholders the election of the Designated Board Member at the Company’s annual meeting, subject to satisfaction of the legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Nominating and Governance Committee of the Board of Directors (such approval not to be unreasonably withheld or Additional Warrant Shares, delayed). The Company shall use its best efforts to have the Designated Board Member elected as a director of the Company and the Company shall permit one authorized representative solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board of Directors. If the Lead Purchaser no longer owns the minimum number of shares of voting Common Stock specified in the prior sentence, the Lead Purchaser will have no further rights under this Section 4.19, and, at the written request of the Holders Board of Directors, shall use its best efforts to cause its Designated Board Member to resign from the Board of Directors as promptly as possible thereafter. (which c) For only so long as the Lead Purchaser has the right to nominate the Designated Board Member pursuant to Section 4.19, the Lead Purchaser shall have the power to designate the Designated Board Member’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director, or to remove and replace such Designated Board Member at any time. The Board of Directors will use its best efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable law, being the Company’s and the Nominating and Governance Committee’s nominee to serve on the Board of Directors, using its best efforts to have such person elected as director of the Company and the Company soliciting proxies for purposes such person to the same extent as it does for any of this its other nominees to the Board of Directors). (d) For only so long as the Lead Purchaser has the right to nominate the Designated Board Member pursuant to Section 7 4.19, in lieu of appointing a director, the Lead Purchaser shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued entitled to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Sharessend not more than one (1) representative to attend and participate (in the capacity of a non-voting observer) in all Board and Board committee meetings of its Board, whether in person, by telephone, or otherwise. as an “Board Observer” (but not to vote on any matters thereat). (e) The Company Board Observer shall provide such representative the same be entitled to notice of all such Board and Board committee meetings and copies distributions of all Board and Board committee materials in the same manner and at the same time as such meeting notices and materials distributed are provided to members of Board and Board committee members, and if the Board concurrently with provision of such notice and materials (or Board committee) proposes to the Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded from access to any material or meeting or portion thereof if (A) the 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 representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any take action be taken by written consent in lieu of a meeting meeting, the Board Observer shall receive written notice thereof and shall also receive written notice prior to the effective date of the Boardapplicable consent with respect to such action, describing in reasonable detail the nature and substance of such action; provided, however, that (A) the Board Observer may be excluded from executive sessions comprised solely of independent directors by the lead or presiding independent director if, in his good faith judgment, such exclusion is to facilitate candid discussion of particularly sensitive matters (it being understood that it is not expected that the Board Observer would be excluded from routine executive sessions), (B) the Company or the Board of Directors shall have the right to withhold any information and to exclude the Board Observer from any meeting or portion thereof (1) if doing so is, in the reasonable good faith judgment of the Company, after consultation with counsel, advisable or necessary to protect the attorney-client privilege between the Company and counsel or (2) if the Board of Directors reasonably determines in good faith, after consultation with counsel, that attendance by the Board Observer would conflict with fiduciary requirements under applicable law and (C) the Lead Purchaser shall cause its Board Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Board Observer. The Lead Purchaser covenants and agrees to hold all such information obtained from its Board Observer as provided in the prior sentence in confidence pursuant to the Non-Disclosure Agreement entered into between the Company and Patriot dated March 24, 2010. For purposes hereof, the Company notice, right to materials and the rights set forth herein shall provide such representative a copy include each board and board committee of each of the written consent Subsidiaries of the Company. (f) For so long as the Lead Purchaser holds, in the aggregate, four point nine percent (4.9%) or more of the voting Common Stock, the Lead Purchaser shall be entitled to notice of all Board and Board committee meetings and distributions of all Board and Board committee materials in the same manner and at the same time as such written consent is distributed notices and materials are provided to members Board and Board committee members; provided, however, that the Company or the Board of Directors shall have the right to withhold any information and to exclude the Board Observer from any meeting or portion thereof (A) if doing so is, in the reasonable good faith judgment of the BoardCompany, after consultation with counsel, advisable or necessary to protect the attorney-client privilege between the Company and counsel or (B) if the Board of Directors reasonably determines in good faith, after consultation with counsel, that attendance by the Board Observer would conflict with fiduciary requirements under applicable law. The representative Lead Purchaser covenants and agrees to hold all such information obtained from the Company as provided in the prior sentence in confidence pursuant to the Non-Disclosure Agreement entered into between the Company and the Lead Purchaser dated March 24, 2010. For purposes hereof, the notice, right to materials and the rights set forth herein shall include each board and board committee of each of the Subsidiaries of the Company. (g) The Designated Board Member and the Board Observer shall be free reimbursed for reasonable out-of-pocket expenses incurred by them in connection with their attendance at any meeting, to contact the same extent that the members of the Board and discuss (or board committee) are entitled to such reimbursement. (h) So long as the proposed written consent. For Lead Purchaser has the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted right to appoint a Designated Board Member pursuant to this Section 7 are 4.19, the Lead Purchaser shall have the right to either nominate one person (the “Bank Board Representative”) to be elected or appointed as director to the board of directors of the Bank (the “Bank Board”) or to appoint one person to attend all meetings of the Bank Board and all committees thereof as an observer (the “Bank Board Observer”); provided that the appointment by the Lead Purchaser of a Bank Board Observer shall not prevent the Lead Purchaser from nominating a Bank Board Representative in addition lieu of a Bank Board Observer at a future time. The obligations of the Company otherwise with respect to, and not in substitution the conditions on the appointment and, if applicable, directorship of, any other board observer rights granted the Bank Board Representative and the Bank Board Observer shall be substantially the same as those with respect to or applicable to the HoldersDesignated Board Member and Board Observer, including pursuant respectively. (i) The rights provided by this Section 4.19 are personal to the Credit AgreementLead Purchaser and in no event shall such rights be assignable.

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for For so long as the Holders continue Notes are outstanding, Genaissance shall (i) give the Majority Purchasers written notice of each meeting of Genaissance’s Board of Directors and each committee thereof at least at the same time and in the same manner as notice is given to own any Warrant Shares or Additional Warrant Sharesthe directors, the Company and Genaissance shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) Majority Purchasers to attend and participate (in the capacity of a non-voting observer) in as an observer all meetings of its Board, whether Genaissance’s Board of Directors and all committees thereof; provided that in person, by telephone, or otherwise. The Company shall provide such representative the same notice case of all such telephonic meetings and copies of all such meeting materials distributed to members of the Board concurrently with provision of such notice and materials to the Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence conducted in accordance with but subject Genaissance’s bylaws and applicable law, the Majority Purchasers’ representative shall be given the opportunity to the provisions of Section 16.15 of the Credit Agreement listen to such telephonic meetings and (ii) cause its Board of Directors to hold meetings at least quarterly. The Majority Purchasers’ representative shall be entitled to receive all written materials and other information (including without limitation copies of meeting minutes) given to directors in connection with such meetings at the same time such materials and information are given to the directors. If Genaissance proposes to take any action by written action in lieu of a meeting of its Board of Directors or of any committee thereof, Genaissance shall give written notice thereof to the Majority Purchasers’ representative and each of Genaissance’s directors prior to the effective date of such written action describing in reasonable detail the nature and substance of such action. The Co-Borrowers shall jointly and severally pay the reasonable and documented out-of-pocket expenses of the Majority Purchasers’ representative incurred in connection with attending such board and committee meetings up to an aggregate of $5,000 per calendar year. Genaissance shall cause each of its Subsidiaries to provide to the Majority Purchasers the same rights with respect to such Subsidiary (including without limitation relating to notice of and attendance at meeting of the board of directors of such Subsidiary) as provided by Genaissance to the Majority Purchasers hereunder. Notwithstanding the foregoing or anything contained herein to the contrary, the Majority Purchasers’ representative may be excluded from access to any material or meeting or portion thereof if Genaissance’s Board of Directors or the board of directors of any subsidiary of Genaissance (Aor, in each case, any committee thereof) the Board determines in good faith, with advice from legal counsel, faith that such exclusion is reasonably necessary to preserve the Genaissance’s attorney-client privilege or if such representative’s access is required in order to comply with applicable securities laws, including Regulation FD. Notwithstanding anything herein or attendance could materially and adversely affect in the Board’s fiduciary duties other Transaction Documents to the contrary, Genaissance shall not provide any materials (except for the notices required under this Section 5.4, which notices to the Majority Purchasers shall have any material non-public information contained therein redacted by Genaissance prior to delivery to the Majority Purchasers) under this Section 5.4 to the Majority Purchasers unless the Majority Purchasers shall have either (x) notified Genaissance in writing of its desire to exercise its observer rights hereunder until further notice by the Majority Purchasers, or (By) specifically requested such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreementmaterials from Genaissance.

Board Observer Rights. At any time following Each Qualifying Class B Securityholder will have the date that there are no longer any amounts outstanding under right to send one non-voting representative on its behalf (the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares"Observer") to attend and participate (all meetings of the Board, including all committees thereof, solely in the capacity of a non-voting observer) in all meetings observer capacity; provided, however, that each such Observer shall be reasonably acceptable to a majority of its Board, whether in person, by telephone, or otherwise. The Company shall provide such representative the same notice of all such meetings and copies of all such meeting materials distributed to members of the Board concurrently with provision elected by the holders of the Common Stock. The Company will furnish to the Observer copies of all notices, minutes, consents, board package materials and other materials that it generally makes available to its directors as and when such notice materials are provided to its directors. The Observer may participate in discussions of matters under consideration by the Board and materials any matters brought before any committee thereof but will not be entitled to vote on any matter presented to the Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 a majority of the Credit Agreement and (ii) may be excluded Board shall have the right, after deliberation in a closed session in which they can exclude the Observer, to exclude the Observer from access to any material or meeting or portion thereof if (A) portions of meetings of the Board determines in good faith, or any committee thereof or omit to provide the Observer with advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings certain information to the extent consistent with the Company’s policies that a majority of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance believe in good faith after consultation with counsel that such exclusion or omission is necessary in order to preserve any attorney-client privilege, attorney-work product privilege or other similar legal privileges or such attendance or distribution of doubtmaterials is otherwise prohibited by applicable law; provided, the Company acknowledges and agrees further, however, that the board observer Observer shall agree in writing pursuant to a confidentiality and nondisclosure agreement, prior to attending any such meetings or to being furnished any such written materials, to hold in confidence and trust and not use or disclose any confidential information provided to or learned by him in connection with his rights granted under this Agreement during the time the Observer has observation rights and thereafter. Each Qualifying Class B Securityholder will have the right to remove and replace its Observer in its sole discretion and to designate a substitute representative if such Observer is unable or unwilling to attend any of the Board's meetings, including any committees thereof. Each Qualifying Class B Securityholder shall be solely responsible for any expenses or charges incurred by its Observer in the performance of its duties as an Observer pursuant to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreement11.3.

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 8 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I II LP, Blue Torch Offshore Credit Opportunities Master Fund II LP, Blue Torch Credit Opportunities KRS Fund LP, Blue Torch Credit Opportunities SBAF Fund LP and BTC Holdings SC Fund LLC) and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, whether in person, by telephone, or otherwise. The Company shall provide such representative the same notice of all such meetings and copies of all such meeting materials distributed to members of the Board concurrently with provision of such notice and materials to the Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded from access to any material or meeting or portion thereof if (A) the 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 representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 8 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreement.

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the a. The Company shall permit one authorized representative of designee appointed by the Holders Lender (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares“Board Observer”) to serve as an observer and attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, whether the Company’s Board of Directors. All costs and expenses (including travel) incurred by the Board Observer in person, connection with his or her attendance at meetings of the Company’s Board of Directors shall be reimbursed by telephone, or otherwisethe Company to such Board Observer within three (3) Business Days after such Board Observer’s request for such reimbursement. The Company shall provide give any such representative Board Observer, at the same notice of all such meetings time, on the same basis and copies of all such meeting materials distributed in the same form as provided to the members of the Board concurrently with provision of such notice and materials to the Board; providedDirectors, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions notice of Section 16.15 any meeting of the Credit Agreement Board of Directors and (ii) may copies of any materials or documents to be excluded from presented, discussed or used at such meetings. The Board Observer shall be entitled to consult with, and make proposals and furnish advice to, the Company’s Board of Directors, and the Company shall use reasonable best efforts to cause the officers of the Company to take such proposals or advice seriously and give due consideration thereto, provided, that nothing herein is intended to require compliance with any such proposal or advice or to impose liability for any failure so to comply. Except to the extent access to any material or meeting or portion thereof if (A) the Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve information could adversely affect the attorney-client privilege between the Company and its counsel, the Board Observer shall be provided with copies of all notices, minutes, consents and forms of consents in lieu of meetings of the Company’s Board of Directors at the same time or if times as such representative’s access notices, minutes, consents or attendance could materially and adversely affect the Board’s fiduciary duties forms are issued or (B) such material relates circulated by or to, or such meeting or portion thereof involves discussions regardingother material is provided to, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Company’s Board of Directors. b. The Board Observer may be excluded from any meetings of the Board of Directors, and discuss any meeting materials relating to the proposed written consent. For same may be redacted accordingly before being furnished to the avoidance Board Observer, if, in the good faith determination of doubtthe Board of Directors, (i) the subject matter to be discussed at such meeting (or the portion thereof from which it proposes to exclude the Board Observer) relates to disputes or negotiations relating to the Company and the Lender in respect of this Agreement, the Loan Restructuring Agreement or otherwise, or (ii) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company acknowledges and agrees its counsel. The Company will use its best efforts to ensure, and to cause its Board of Directors to ensure, that any withholding of information or any restriction on attendance is strictly limited only to the board observer rights granted extent necessary as set forth in the preceding sentence. If, as a result of the death, disability, retirement, resignation, removal or otherwise, the person designated by Lender pursuant to this Section 7 are 12 shall no longer serve as the Board Observer, the Lender shall be entitled to designate another individual to fill such capacity and serve as the Board Observer. c. The Board Observer will be subject to and comply with all rules, practices and procedures imposed by law, the applicable Principal Market and the Company’s corporate governance, confidentiality and other employee policies, including without limitation maintaining the confidentiality of all nonpublic information, refraining from trading in addition tothe Company’s securities while in possession of material, nonpublic information and generally complying with securities and disclosure rules and regulations. The Company is under no obligation to disclose publicly material nonpublic information that is made available to the Lender or the Board Observer, and as a result, the Lender and the Board Observer may not be able to trade in substitution of, any other board observer the Company’s securities for indefinite periods of time when in possession of material nonpublic information. d. The rights granted of Lender to the Holders, including select a Board Observer pursuant to this Section 10, and all related obligations of the Credit AgreementCompany with respect thereto, shall terminate as of such time as the Lender beneficially owns less than 5% of the then-issued and outstanding shares of Common Stock.

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 8 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I II LP, Blue Torch Offshore Credit Opportunities Master Fund II LP, Blue Torch Credit Opportunities KRS Fund LP, Blue Torch Credit Opportunities SBAF Fund LP and BTC Holdings SC Fund LLC)and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, whether in person, by telephone, or otherwise. The Company shall provide such representative the same notice of all such meetings and copies of all such meeting materials distributed to members of the Board concurrently with provision of such notice and materials to the Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded from access to any material or meeting or portion thereof if (A) the 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 representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 8 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreement.

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for so So long as the Holders continue Series D Preferred Stock is outstanding or the Lead Investor and/or any of its Affiliates, in the aggregate, (i) are the beneficial owners (as defined under Rule 13d-3 promulgated under the 0000 Xxx) of at least 5% of the Common Stock (as determined pursuant to own any Warrant such Rule 13d-3) outstanding or (ii) hold an amount of capital stock of the Company equal to at least 20% of the original number of Conversion Shares or Additional Warrant Sharespurchased pursuant to this Agreement, the Company shall will give Lead Investor written notice of each meeting of the Company’s Board of Directors and each committee thereof at least at the same time and in the same manner as notice is given to the directors, and the Company will permit one authorized a representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) Lead Investor to attend and participate (in the capacity of a non-voting observer) in as an observer all meetings of its Boardthe Company’s Board of Directors and all committees thereof; provided that in the case of telephonic meetings conducted in accordance with the Company’s Bylaws and applicable law, whether the Lead Investor representative will be given the opportunity to listen to such telephonic meetings; and provided, further, that the Company will have the right to exclude the Lead Investor representative from any portion of a meeting if, in personthe good faith judgment of the Company’s counsel, by telephone, or otherwisethe inclusion of the Lead Investor representative therein would result in the waiver of any applicable privilege. The Company shall provide Lead Investor representative will be entitled to receive all written materials and other information (including without limitation copies of meeting minutes) given to directors in connection with such representative meetings at the same notice of all time such meetings materials and copies of all such meeting materials distributed to members of the Board concurrently with provision of such notice and materials information are given to the Boarddirectors; provided, however, that such representative (i) shall hold all the Company will have the right to provide information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded from access to any material or meeting or portion thereof if (A) the Board determines in good faithLead Investor representative if, with advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session good faith judgment of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies counsel, the provision of reimbursing directors generally for such expensesinformation to the Lead Investor representative would result in the waiver of any applicable privilege. If it is proposed that the Company proposes to take any action be taken by written consent in lieu of a meeting of the Boardits Board of Directors or of any committee thereof, the Company shall provide such will give written notice thereof to the Lead Investor representative a copy and each of the written Company’s directors prior to the effective date of such consent at describing in reasonable detail the time nature and substance of such written consent is distributed to members action. The Company will pay the reasonable out-of-pocket expenses of the Board. The Lead Investor representative shall be free to contact the members of the Board incurred in connection with attending such board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreementcommittee meetings.

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 8 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I II LP, Blue Torch Offshore Credit Opportunities Master Fund II LP, Blue Torch Credit Opportunities KRS Fund LP, Blue Torch Credit Opportunities SBAF Fund LP and BTC Holdings SC Fund LLC) and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, whether in person, by telephone, or otherwise. The Company shall provide such representative the same notice of all such meetings and copies of all such meeting materials distributed to members of the Board concurrently with provision of such notice and materials to the Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded from access to any material or meeting or portion thereof if (A) the 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 representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 8 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreement.

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I II LP, Blue Torch Offshore Credit Opportunities Master Fund II LP, Blue Torch Credit Opportunities KRS Fund LP, Blue Torch Credit Opportunities SBAF Fund LP and BTC Holdings SC Fund LLC)and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, whether in person, by telephone, or otherwise. The Company shall provide such representative the same notice of all such meetings and copies of all such meeting materials distributed to members of the Board concurrently with provision of such notice and materials to the Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded from access to any material or meeting or portion thereof if (A) the 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 representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreement.

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for For so long as the Holders Xxxxxx Funds hold (and continue to own hold) any Warrant Shares of the Senior Preferred Stock and either an Event of Default has occurred under the Amended and Restated Articles Supplementary or Additional Warrant Shares“Regulatory Event” (as defined below) has occurred, the Company American Spectrum Realty shall permit one authorized representative a designee of Xxxxxx Funds, reasonably approved by the Holders Board of Directors (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants"Observer"), Warrant Shares or Additional Warrant Shares) to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, Board of Directors (whether in person, by telephonetelephonic or other) (other than meetings of a committee of the Board of Directors, or otherwise. The Company unless other observers of the Board of Directors are permitted to attend such meetings) in a nonvoting observer capacity and, in this respect, shall provide such representative the same notice of all such meetings and copies of all such meeting materials distributed to Observer, concurrently with the members of the Board concurrently of Directors, with provision copies of all notices, minutes, consents, and other materials that it provided to such notice and materials to members (other than in meetings of a committee of the BoardBoard of Directors, unless other observers of the Board of Directors are provided such materials); provided, however, that such representative (i) shall the Observer agrees to hold in confidence and trust all information so provided to it or learned by it in connection with its rights hereunder; it being understood and materials disclosed agreed that, notwithstanding the foregoing, the Observer shall be permitted to use or delivered disclose such information to such representative Xxxxxx Funds and its affiliates in confidence connection with managing its investment in accordance with but subject American Spectrum Realty; and provided, further, that American Spectrum Realty reserves the right to withhold any information or to exclude the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded Observer from access to any material or meeting or portion thereof if (Ai) the Board determines in good faith, with advice from legal counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege or if such representative’s access or attendance could materially between American Spectrum Realty and adversely affect the Board’s fiduciary duties its counsel; or (Bii) access to such material relates to, information or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings meeting could result in a conflict of interest between Xxxxxx Funds or its representative and American Spectrum Realty. If requested, the Observer shall execute a standard non-disclosure agreement with respect to the extent consistent information disclosed in any such board meeting. The initial Observer shall be Xxxxxxx Xxxxxx, who may be replaced at any time by unanimous consent of the Xxxxxx Funds, provided, however, that the replacement of Xxxxxxx Xxxxxx by anybody other than Xxxxxx Xxxxxxx shall require the consent of American Spectrum Realty (which may not be unreasonably withheld). A “Regulatory Event” shall mean a governmental regulatory investigation or action with respect to American Spectrum, one of its officers, or American Spectrum’s failure to timely file any SEC Reports (other than Forms 3, 4, and 5, and the Company’s policies quarterly report on Form 10-Q for the quarter ended March 31, 2014) and fails to make such filing within thirty (30) days of reimbursing directors generally the due date for such expensesfiling required to be filed by American Spectrum from and after June 30, 2014. If it To the extent that American Spectrum has filed and is proposed that any action be taken by written consent in lieu of a meeting of current on all SEC Reports (other than Forms 3, 4, and 5, and the Boardquarterly report on Form 10-Q for the quarter ended March 31, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubt2014), the Company acknowledges and agrees that the board observer rights granted pursuant will cease going forward unless and until American Spectrum fails to this Section 7 are timely file any SEC Reports (and fails to make such filing within thirty (30) days of the due date for such filing) in addition tothe future. AMERICAN SPECTRUM REALTY, INC., a corporation organized and not existing under the Maryland General Corporation Law (the “Corporation”), in substitution ofaccordance with the provisions thereof, any other board observer rights granted does hereby certify to the Holders, including pursuant to the Credit Agreement.State Department of Assessments and Taxation of Maryland that:

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for For so long as the Holders Xxxxxx Funds hold (and continue to own hold) any Warrant Shares or Additional Warrant Sharesof the Senior Preferred Stock, the Company American Spectrum Realty shall permit one authorized representative a designee of Xxxxxx Funds, reasonably approved by the Holders Board of Directors (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants"Observer"), Warrant Shares or Additional Warrant Shares) to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, Board of Directors (whether in person, by telephonetelephonic or other) (other than meetings of a committee of the Board of Directors, or otherwise. The Company unless other observers of the Board of Directors are permitted to attend such meetings) in a nonvoting observer capacity and, in this respect, shall provide such representative the same notice of all such meetings and copies of all such meeting materials distributed to Observer, concurrently with the members of the Board concurrently of Directors, with provision copies of all notices, minutes, consents, and other materials that it provided to such notice and materials to members (other than in meetings of a committee of the BoardBoard of Directors, unless other observers of the Board of Directors are provided such materials); provided, however, that such representative (i) shall the Observer agrees to hold in confidence and trust all information so provided to it or learned by it in connection with its rights hereunder; it being understood and materials disclosed agreed that, notwithstanding the foregoing, the Observer shall be permitted to use or delivered disclose such information to such representative Xxxxxx Funds and its affiliates in confidence connection with managing its investment in accordance with but subject American Spectrum Realty; and provided, further, that American Spectrum Realty reserves the right to withhold any information or to exclude the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded Observer from access to any material or meeting or portion thereof if (Ai) the Board determines in good faith, with advice from legal counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege or if such representative’s access or attendance could materially between American Spectrum Realty and adversely affect the Board’s fiduciary duties its counsel; or (Bii) access to such material relates to, information or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings meeting could result in a conflict of interest between Xxxxxx Funds or its representative and American Spectrum Realty. If requested, the Observer shall execute a standard non-disclosure agreement with respect to the extent consistent with the Company’s policies of reimbursing directors generally for information disclosed in any such expensesboard meeting. If it is proposed that The initial Observer shall be Xxxxxxx Xxxxxx, who may be replaced at any action be taken time by written unanimous consent in lieu of a meeting of the BoardXxxxxx Funds, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubtprovided, the Company acknowledges and agrees however, that the board observer rights granted pursuant to this Section 7 are in addition to, and replacement of Xxxxxxx Xxxxxx by anybody other than Xxxxxx Xxxxxxx shall require the consent of American Spectrum Realty (which may not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreementbe unreasonably withheld).

Board Observer Rights. At any time following Borrower’s option, each Agent shall have the date that there are no longer any amounts outstanding under the Credit Agreement right to designate (and therefore no board observation rights thereunderreplace from time to time), prior to and Borrower shall invite, one (1) representative (the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares“Lender Observer”) each to attend and participate (in the capacity of a non-voting observer) in all meetings of its BoardParent’s Board of Directors (and any committees thereof) in a nonvoting observer capacity and, whether in personthis respect, by telephone, or otherwise. The Company Parent shall provide such representative give the same notice of all such meetings and Lender Observer copies of all notices, minutes, consents and other material that Parent provides to its directors at the same time and in the same manner as provided to such meeting materials distributed directors. As a condition to members of becoming the Board concurrently with provision of such notice Lender Observer, the Lender Observer shall agree to hold in confidence and materials to the Boardtrust all information so provided; provided, howeverand provided further, that such representative (i) shall hold all Parent reserves the right to withhold information and materials disclosed or delivered to such representative in confidence in accordance with but subject to exclude the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded Lender Observer from access to any material or meeting or portion thereof if (A) the Board of Directors of Parent determines in good faithfaith after due deliberation (and, with respect to attorney-client privilege and conflicts of interest, advice from legal of counsel, ) that such exclusion is reasonably necessary (i) to preserve the attorney-client privilege or if (ii) to avoid a potential conflict of interest. The Lender Observer may participate in discussions of matters brought to the Board of Directors of Parent and, upon reasonable notice and at a scheduled meeting of such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, Board of Directors or such meeting or portion thereof involves discussions regardingother time, if any, may address such Board of Directors with respect to the refinancing or restructuring of, or interpretation of any legal matter regarding, Lender Observer’s concerns regarding significant business issues facing Borrower. Borrower shall reimburse the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s Lender Observer for all reasonable and documented out-of-pocket expenses (including, without limitation, incurred by the cost of airfare, meals and lodging) Lender Observer in connection with such representative’s attendance at each meeting of such Board of Directors and any committee meetings related thereto and any such reimbursement shall be paid to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it Lender Observer no later than comparable reimbursement is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed paid to members of the Board. The representative shall be free to contact the members of such Board of Directors. Borrower shall indemnify and hold the Board Lender Observer harmless from and discuss the proposed written consent. For the avoidance of doubtagainst any losses, the Company acknowledges claims, damages, liabilities and agrees that the board observer rights granted pursuant expenses to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted which Lender Observer may become to the Holders, including pursuant same extent and in the same manner to the Credit Agreementsame extent as if such Lender Observer were a director of Parent.

Board Observer Rights. At any time following (a) On and after the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder)Closing Date, prior to the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant SharesLoans are outstanding, the Company Required Lenders may from time to time by notice to the Borrower appoint (or replace and appoint) one observer nominated by the Required Lenders (the “Lender Observer”) who shall permit one authorized representative have the right to attend any in person or telephonic or other digitally convened meetings of the Holders (which for purposes board of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect directors of the Warrant issued Borrower or any other governing body of the Borrower or its Subsidiaries; provided, that, the Lender Observer shall satisfy the governance requirements applicable to it on the date hereof as long as such parties hold Borrower’s board of directors and (ii) the Lender Observer shall have executed a confidentiality agreement reasonably acceptable to the Borrower prior to attending any Warrants, Warrant Shares or Additional Warrant Sharesmeetings of the board of directors of the Borrower. (b) The Borrower shall deliver to attend and participate (in the capacity Required Lenders notice of a non-voting observer) in all meetings of its Board, (whether in person, by telephone, telephonically or otherwise. The Company shall provide such representative the same notice of all such meetings and copies of all such meeting materials distributed to members in other digital manner) of the Board concurrently board of directors of the Borrower or any other governing body of the Borrower or its Subsidiaries and provide the Required Lenders with provision of such notice and materials to the Board; provided, however, that such representative (i) shall hold all information and materials disclosed that are distributed to all attendees of such meetings at the same time they are given or delivered distributed to such representative in confidence in accordance with but subject to other attendees, and deliver copies of or a summary of any material actions taken by such board of directors or governing body, as applicable, at such meetings promptly following such meeting; provided that the provisions of Section 16.15 of the Credit Agreement and (ii) Required Lenders may be excluded from access to receiving the relevant portions of any material such information, materials, actions or meeting or portion thereof summaries if (A) the Board Borrower reasonably determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve avoid a conflict of interest between the Borrower and the Required Lenders or to protect attorney-client privilege or if such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates toprivilege, or such meeting or portion thereof involves discussions regardingso long as, in each case, the refinancing or restructuring of, or interpretation Borrower notifies the Required Lenders of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreementdetermination.

Board Observer Rights. At (a) Following the Closing, the Company will promptly cause one representative of the Investor (the “Board Representative”) to be elected or appointed to the board of directors of the Company (the “Board of Directors”), and the board of directors of the Bank (the “Bank Board”), subject to all legal, regulatory and Nasdaq listing requirements regarding service and election or appointment as a director of the Company and the Bank (the “Qualification Requirements”), in each case, so long as the Investor, together with its affiliates, owns in the aggregate 5.0% or more of the Common Stock then outstanding (the “Minimum Ownership Interest”). So long as the Investor, together with its affiliates, has a Minimum Ownership Interest, the Company will, subject to applicable law, recommend to its shareholders the election of the Board Representative to the Board of Directors at a special meeting of the Company's shareholders or the annual meeting of shareholders, as applicable, subject to satisfaction of the Qualification Requirements. If the Investor no longer has a Minimum Ownership Interest, the Investor will have 000-0000-0000/12/AMERICAS (b) The Board Representative shall, subject to the Qualification Requirements, be one of the Company’s nominees to serve on the Board of Directors. The Company shall use its commercially reasonable efforts to have the Board Representative elected as a director of the Company by the shareholders of the Company, and the Company shall solicit proxies for the Board Representative to the same extent as it does for any time following of its other Company nominees to the Board of Directors. The Investor covenants and agrees to hold any information obtained from its Board Representative in confidence and all such information shall be deemed to be “Proprietary Information” of the Company for the purpose of that certain letter agreement dated May 14, 2018, by and among the Company, Investor and Xxxxxxxxx, as amended as of the date that there are no longer any amounts outstanding under hereof (as so amended, the Credit Agreement (and therefore no board observation rights thereunder“Confidentiality Agreement”), prior . Notwithstanding anything to the exercise of the Warrant and contrary contained herein, at all times thereafter when the Investor maintains a Minimum Ownership Interest, it shall comply in all respects with the Federal Reserve's Policy Statement on equity investments in banks and bank holding companies and any other guidance promulgated in connection with the matters addressed therein. (c) Subject to Section 1(a), upon the death, resignation, retirement, disqualification, or removal from office as a member of the Board of Directors or the Bank Board of its Board Representative, the Investor shall have the right to designate the replacement for such Board Representative, which replacement must be reasonably acceptable to the Company and must also satisfy the Qualification Requirements. The Board of Directors and the Bank Board shall use their respective commercially reasonable efforts to take all action required to fill the vacancy resulting therefrom with such person, use commercially reasonable efforts to have such person elected as director of the Company by the shareholders of the Company and solicit proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors, as the case may be. If a Board Representative is nominated by the Company for election to the Board of Directors or the Bank Board, but fails to be elected, then subject to the proviso set forth in this Section 1(c) below, the Company or the Bank shall, as soon as practicable thereafter, increase the size of such board of directors and, following the procedures set forth above in this Section 1, appoint an individual designated in writing by the Investor who is reasonably acceptable to the Company and meets the Qualification Requirements to be a Board Representative (such individual to be different from the individual who was not elected) to the Board of Directors of the Company or the Bank Board (as the case may be). (d) The Company hereby agrees that, from and after the Closing Date, for so long as the Holders continue to own any Warrant Shares or Additional Warrant SharesInvestor and its affiliates in the aggregate have a Minimum Ownership Interest, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 shall be invite a person designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on Investor (the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares“Observer”) to attend meetings of the Board of Directors and participate the Bank Board (in including any meetings of committees thereof on which the capacity of a non-voting observerBoard Representative is permitted to attend) in all meetings a nonvoting, nonparticipating observer capacity. The Observer shall not have any right to make motions or vote on any matter presented to the Board of its Board, whether in person, by telephone, Directors or otherwisethe Bank Board or any committee thereof. The Company shall provide such representative give the Observer written notice of each meeting of the Board of Directors and the Bank Board at the same notice of all such meetings time and copies of all such meeting materials distributed in the same manner as given to the members of the Board concurrently of Directors or the Bank 000-0000-0000/12/AMERICAS (e) The Board Representative shall be entitled to compensation and indemnification and insurance coverage in connection with provision of such notice and materials his or her role as a director to the Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to same extent as the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded from access to any material or meeting or portion thereof if (A) other directors on the Board determines in good faithof Directors or the Bank Board, with advice from legal counselas applicable, that such exclusion is reasonably necessary and shall be entitled to preserve the attorney-client privilege or if such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reimbursement for reasonable and documented out-of-pocket expenses (includingincurred in attending meetings of the Board of Directors and the Bank Board, without limitationor any committee thereof in accordance with Company policy. The Observer shall not be entitled to compensation, reimbursement of expenses or indemnification from the cost Company or the Bank with respect to such role, provided however, that the Observer shall be entitled to reimbursement of airfare, meals reasonable and lodging) in connection with such representative’s documented out- of-pocket expenses related to attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the BoardBoard of Directors or the Bank Board at which the Board Representative is not in attendance, whether by telephone or in person, in the same manner as provided for the Board Representative. (f) The Company acknowledges that the Board Representative may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Investor and/or its affiliates (collectively, the “Investor Indemnitors”). The Company hereby agrees on behalf of itself and the Bank that with respect to a claim by the Board Representative for indemnification arising out of his or her service as a director of the Company and/or the Bank (1) that the Company and the Bank are the indemnitors of first resort (i.e., the Company shall provide such representative a copy and the Bank’s obligations to the Board Representative with respect to indemnification, advancement of the written consent at the time such written consent is distributed to members of the Board. The representative expenses and/or insurance (which obligations shall be free the same as, but in no event greater than, any such obligations to contact the all other members of the Board of Directors or the Bank Board, as applicable) are primary and discuss any obligation of the proposed written consent. For Investor Indemnitors to advance expenses or to provide indemnification for the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 same expenses or liabilities incurred by such Board Representative are in addition tosecondary), and not in substitution of, any other board observer rights granted (2) the Investor Indemnitors shall have a right of contribution and/or be subrogated to the Holders, including pursuant extent of such advancement or payment to all of the Credit Agreementrights of recovery of such Board Representative against the Company.

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the a. The Company shall permit one authorized representative of designee appointed by the Holders Lender (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares“Board Observer”) to serve as an observer and attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, whether the Company’s Board of Directors. All costs and expenses (including travel) incurred by the Board Observer in person, connection with his or her attendance at meetings of the Company’s Board of Directors shall be reimbursed by telephone, or otherwisethe Company to such Board Observer within three (3) Business Days after such Board Observer’s request for such reimbursement. The Company shall provide give any such representative Board Observer, at the same notice of all such meetings time, on the same basis and copies of all such meeting materials distributed in the same form as provided to the members of the Board concurrently with provision of such notice and materials to the Board; providedDirectors, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions notice of Section 16.15 any meeting of the Credit Agreement Board of Directors and (ii) may copies of any materials or documents to be excluded from presented, discussed or used at such meetings. The Board Observer shall be entitled to consult with, and make proposals and furnish advice to, the Company’s Board of Directors, and the Company shall use reasonable best efforts to cause the officers of the Company to take such proposals or advice seriously and give due consideration thereto, provided, that nothing herein is intended to require compliance with any such proposal or advice or to impose liability for any failure so to comply. Except to the extent access to any material or meeting or portion thereof if (A) the Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve information could adversely affect the attorney-client privilege between the Company and its counsel, the Board Observer shall be provided with copies of all notices, minutes, consents and forms of consents in lieu of meetings of the Company’s Board of Directors at the same time or if times as such representative’s access notices, minutes, consents or attendance could materially and adversely affect the Board’s fiduciary duties forms are issued or (B) such material relates circulated by or to, or such meeting or portion thereof involves discussions regardingother material is provided to, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Company’s Board of Directors. b. The Board Observer may be excluded from any meetings of the Board of Directors, and discuss any meeting materials relating to the proposed written consent. For same may be redacted accordingly before being furnished to the avoidance Board Observer, if, in the good faith determination of doubtthe Board of Directors, (i) the subject matter to be discussed at such meeting (or the portion thereof from which it proposes to exclude the Board Observer) relates to disputes or negotiations relating to the Company and the Lender in respect of this Agreement, the Loan Restructuring Agreement or otherwise, or (ii) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company acknowledges and agrees its counsel. The Company will use its best efforts to ensure, and to cause its Board of Directors to ensure, that any withholding of information or any restriction on attendance is strictly limited only to the board observer rights granted extent necessary as set forth in the preceding sentence. If, as a result of the death, disability, retirement, resignation, removal or otherwise, the person designated by Lender pursuant to this Section 7 are 12 shall no longer serve as the Board Observer, the Lender shall be entitled to designate another individual to fill such capacity and serve as the Board Observer. NY:1316208.10 c. The Board Observer will be subject to and comply with all rules, practices and procedures imposed by law, the applicable Principal Market and the Company’s corporate governance, confidentiality and other employee policies, including without limitation maintaining the confidentiality of all nonpublic information, refraining from trading in addition tothe Company’s securities while in possession of material, nonpublic information and generally complying with securities and disclosure rules and regulations. The Company is under no obligation to disclose publicly material nonpublic information that is made available to the Lender or the Board Observer, and as a result, the Lender and the Board Observer may not be able to trade in substitution of, any other board observer the Company’s securities for indefinite periods of time when in possession of material nonpublic information. d. The rights granted of Lender to the Holders, including select a Board Observer pursuant to this Section 10, and all related obligations of the Credit AgreementCompany with respect thereto, shall terminate as of such time as the Lender beneficially owns less than 5% of the then-issued and outstanding shares of Common Stock.

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior to the exercise of the Warrant and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Shares, the Company shall permit one authorized representative of the Holders (which for purposes of this Section 7 8 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I II LP, Blue Torch Offshore Credit Opportunities Master Fund II LP, Blue Torch Credit Opportunities KRS Fund LP, Blue Torch Credit Opportunities SBAF Fund LP and BTC Holdings SC Fund LLC) and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrants, Warrant Shares or Additional Warrant Shares) to attend and participate (in the capacity of a non-voting observer) in all meetings of its Board, whether in person, by telephone, or otherwise. The Company shall provide such representative the same notice of all such meetings and copies of all such meeting materials distributed to members of the Board concurrently with provision of such notice and materials to the Board; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 of the Credit Agreement and (ii) may be excluded from access to any material or meeting or portion thereof if (A) the 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 representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings to the extent consistent with the Company’s policies of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board and discuss the proposed written consent. For the avoidance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to this Section 7 are in addition to, and not in substitution of, any other board observer rights granted to the Holders, including pursuant to the Credit Agreement.

Board Observer Rights. At any time following the date that there are no longer any amounts outstanding under the Credit Agreement (and therefore no board observation rights thereunder), prior a) Subject to the exercise of the Warrant terms and at all times thereafter for so long as the Holders continue to own any Warrant Shares or Additional Warrant Sharesconditions set forth herein, the Company Lateral Entities (collectively) and the WP Entities (collectively) shall permit each have rights to send one authorized non-voting representative of the Holders on its behalf (which for purposes of this Section 7 shall be designated by BTC Holdings SC Fund LLC and Blue Torch Credit Opportunities Fund I LP and its permitted affiliated assigns in respect of the Warrant issued to it on the date hereof as long as such parties hold any Warrantseach, Warrant Shares or Additional Warrant Sharesan “Observer”) to attend and participate (all meetings of the Board of Directors of Holdings, including all committees thereof, solely in the capacity of a non-voting observerobserver capacity, so long as (in the case of the Observer to be appointed by the Lateral Entities) a Lateral Entity is a Lender or holds any Lateral Stock and (in all meetings the case of its Board, whether in person, the Observer to be appointed by telephone, the WP Entities) a WP Entity is a Lender or otherwise. The Company shall provide such representative the same notice of all such meetings and holds any Lateral Stock. (b) Holdings will furnish to each Observer copies of all notices, minutes, consents, board package materials and other materials that it generally makes available to its Board of Directors as and when such meeting materials distributed are provided to members its Board of Directors. Each Observer may participate in discussions of matters under consideration by the Board concurrently with provision of such notice Directors and materials any matters brought before any committee thereof, but will not be entitled to vote on any matter presented to the BoardBoard of Directors; provided, however, that such representative (i) shall hold all information and materials disclosed or delivered to such representative in confidence in accordance with but subject to the provisions of Section 16.15 a majority of the Credit Agreement and (ii) may be excluded Board shall have the right, after deliberation in a closed session in which they can exclude each Observer, to exclude an Observer from access to any material or meeting or portion thereof if (A) portions of meetings of the Board determines in good faith, of Directors or any committee thereof or omit to provide an Observer with advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such representative’s access or attendance could materially and adversely affect the Board’s fiduciary duties or (B) such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans (as defined in the Credit Agreement) or an executive session of the Board. The Company shall pay such representative’s reasonable and documented out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with such representative’s attendance at such meetings certain information to the extent consistent with the Company’s policies that a majority of reimbursing directors generally for such expenses. If it is proposed that any action be taken by written consent in lieu of a meeting of the Board, the Company shall provide such representative a copy of the written consent at the time such written consent is distributed to members of the Board. The representative shall be free to contact the members of the Board of Directors believe in good faith after consultation with counsel that such exclusion or omission is necessary in order to preserve any attorney-client privilege, attorney-work product privilege or other similar legal privileges or such attendance or distribution of materials is otherwise prohibited by applicable law. (c) The Lateral Entities shall have the right to remove and discuss replace its Observer in their sole discretion and to designate a substitute representative at any time. (d) The WP Entities shall have the proposed written consent. For right to remove and replace its Observer in their sole discretion and to designate a substitute representative at any time. (e) Holdings shall reimburse each Observer for any reasonable expenses or charges incurred by such Observer in the avoidance performance of doubt, the Company acknowledges and agrees that the board observer rights granted pursuant to its duties as an Observer hereunder. (f) The provisions of this Section 7 are 4.17 shall survive the repayment in addition to, and not full in substitution of, any other board observer rights granted to cash of the Holders, including pursuant to the Credit AgreementTerm Loans.