Common use of Board Observer Clause in Contracts

Board Observer. During the Designation Rights Period, the Biotest Stockholder shall be entitled to designate one (1) person as a board observer (the “Board Observer”); provided, however, that the Company shall not be required to perform any of its obligations under this Section 6.2 in respect of any Board Observer to whom the Board of Directors in good faith objects for a reasonable and compelling reason (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right to attend (in person or telephonically, at his or her discretion) each meeting of the Board of Directors as an observer (and not as a director) and shall not have the right to vote at any such meeting or otherwise act on behalf of the Board of Directors or the Company; provided, however, that the Board Observer may be excluded from all or any portion of any such meeting to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such exclusion is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflict. The Company will send, or cause to be sent, to the Board Observer (x) the notice of the time and place of any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: (i) the Company may redact from any Meeting Notice, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Company.

Board Observer. During the Designation Rights PeriodThe Company shall permit a representative of each of CCMP, the Biotest Stockholder shall be entitled to designate one Xxxxxxx, Altoma and Chesapeake (1) person as a board observer (the each, an “Board Observer”); provided, however, that the Company shall not be required to perform any of its obligations under this Section 6.2 in respect of any Board Observer to whom the Board of Directors in good faith objects for a reasonable and compelling reason (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right ) to attend (in person or telephonically, at his or her discretion) each meeting all meetings of the Board of Directors as an and all committees thereof (whether in person, telephonic or other) in a non-voting, observer (and not as a director) capacity and shall not have provide to each Observer the right to vote receive all notices, reports and other communications sent to directors, at the same time they are transmitted to directors. The Observers may be excluded from any such meeting or otherwise act on behalf portion thereof and need not be provided such materials if a majority of the Board of Directors or the Company; provided, however, reasonably believes that the Board Observer may be excluded from all or any portion of any Observers’ attendance at such meeting or access to the extent that the Board of Directors determines in good faith such information would: (ai) upon the advice of counsel that such exclusion is required to preserve the adversely affect attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel; (ii) represent confidential or proprietary business information that could be misused by CCMP, on Xxxxxxx, Altoma and/or Chesapeake, as the other hand, case may be; or (biii) involve a conflict of interest between the Company and CCMP, Xxxxxxx, Altoma and/or Chesapeake, as the case may be. Each of CCMP, Fischer, Altoma, Chesapeake and their respective officers, directors, employees or agents (any of the foregoing, a “Stockholder Group Member”) agrees and acknowledges that it and its Observer will be bound by the confidentiality provisions of Section 10.7 of this Agreement. The Company acknowledges that each of CCMP, Xxxxxxx, Altoma and Chesapeake and the Observers may have, from time to time, information (“Information”) that may be of interest to the respective interests Company regarding a wide variety of matters including, by way of example only, current and future investments and transactions with respect to other Persons that may be competitive with the Company. Each of the Company and its Subsidiariesthe Parties agrees that CCMP, Xxxxxxx, Altoma and Chesapeake and the Observers shall have no duty to disclose any Information to the Company or permit the Company to participate in any investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the one handCompany if it were aware of such Information, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflict. The Company will send, or cause to be senthereby waives, to the Board Observer (x) maximum extent permitted by law, any claim based on the notice of corporate opportunity doctrine or otherwise or that could require CCMP, Xxxxxxx, Altoma and Chesapeake or the time and place of Observers to disclose any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent Information to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided Company or offer any opportunity relating thereto to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directorsCompany; provided, however, that: (i) the Company may redact from any Meeting Notice, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials this provision shall not affect the validity apply to Xxxxxxx so long as Xxxx Xxxxxxx is an officer of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Company.

Board Observer. During Commencing on the Designation Rights PeriodForbearance Effective Date (as defined in the Forbearance Agreement), the Biotest Stockholder each Loan Party shall be entitled to designate allow (i) one (1) person as a board observer non-voting representative designated by the Administrative Agent (such representative, the “Board Attending Observer”); provided, however, that the Company shall not be required to perform any of its obligations under this Section 6.2 in respect of any Board Observer to whom the Board of Directors in good faith objects for a reasonable and compelling reason (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right ) to attend (either in person or telephonically, at his or her discretion) each meeting in the capacity of an observer and not a member, all meetings and all calls of the Board board of Directors as directors, board of managers or similar governing body of each of the Loan Parties, including all committees and sub-committees thereof (each, a “Governing Body”), and (ii) one (1) non-voting representative designated by each Lender (each such representative, a “Call-In Observer”, and the Call-In Observers and the Attending Observer, collectively, the “Observers”) to attend telephonically, in the capacity of an observer (and not a member, all meetings and all calls of each Governing Body. Each Loan Party shall (a) give each Observer prior written notice of all such meetings and calls of each Governing Body at the same time as a directornotice is furnished to the members of the applicable Governing Body, but, in any event, no later than forty eight (48) and shall not have the right hours prior to vote at any such meeting or otherwise act on behalf of the Board of Directors or the Company; providedcall, however, that the Board Observer may be excluded from all or any portion of any such meeting to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such exclusion is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that provide each Observer with all notices, documents and information furnished to the respective interests members of the Company and its SubsidiariesGoverning Body in connection with each such meeting or call, on whether at or in anticipation of such meeting or call, an action by written consent or otherwise, at the one handsame time as such materials are furnished to the members of the applicable Governing Body, and those (c) provide to each Observer copies of the Biotest Stockholder or its Affiliates, on minutes and resolutions of all such meetings and calls at the other hand, same time as such minutes and resolutions are furnished to the matter(s) to members of the applicable Governing Body. Presence of any Observer in a meeting of a Governing Body shall not be discussed considered in determining a quorum for any meeting of such Governing Body or actions to be for any other purpose in connection with the validity or otherwise of any action taken during by such Governing Body. A majority of the members of the applicable Governing Body may exclude any Observer from any meeting or portion thereof, conflict or could be perceived to conflict. The Company will sendfrom receiving any materials if, or cause to be sent, to the Board Observer (x) the notice of the time and place of any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: it believes that (i) the Company may redact from any Meeting Notice, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding exclusion is required necessary to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, confidentiality or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) there exists, with respect to any such meeting or materials, an actual or potential conflict of interest between Holdings or the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board ObserverGoverning Body, and the Company shall not be Administrative Agent, the Lenders or their affiliates or such Observer (including as to discussion or materials regarding the Term Loans or any Loan Documents). The Loan Parties hereby consent to the disclosure by an Observer to the Administrative Agent or any Lender, and the disclosure by the Administrative Agent to each of the Lenders, of all materials and other information received by an Observer in breach of his or her capacity an Observer or otherwise pursuant to, or in connection with, this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials 6.21 subject to the Board Observer if confidentiality provisions of the Biotest Stockholder has not provided such current contact informationCredit Agreement. The Loan Parties will pay, or has provided inaccurate will cause one of its Subsidiaries to pay, the reasonable out-of-pocket costs and expenses incurred by an Observer in the course of his or no longer current contact informationher service hereunder, including in connection with attending regular and special meetings of a Governing Body, or any of its committees, in each case, subject to the Company. Notwithstanding anything to Loan Parties’ policies and procedures with respect thereto (including the contrary herein, prior to any Board Observer being entitled to attend any portion requirement of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Companyreasonable documentation thereof).”

Board Observer. During the Designation Rights Period(a) The Designating Holders may appoint an observer, the Biotest Stockholder which observer shall be entitled to designate one attend (1and, subject to any reasonable constraints imposed by the Company’s or Issuer’s Secretary, as applicable, participate in) person all meetings of the Board of Directors of (i) prior to the Cross-Collateral Release Date, the Company and (ii) after the consummation of the Spinco Assets Transfer, Issuer. Such observer shall receive all Company and Issuer reports, as a board observer (applicable, regarding or relating to the “Spectrum Holdings, additional relevant meeting materials and notices as and when provided to the members of the applicable Board Observer”)of Directors; provided, however, that such observer shall (i) at the reasonable request of the Company’s or Issuer’s Secretary, as applicable (which request shall be in writing if practicable under the circumstances), recuse himself or herself for discussions not related to the Company’s or Issuer’s Spectrum Holdings, as applicable, and (ii) hold all information received and discussions observed in connection with any such meetings in confidence except as required by law, rule or regulation. (b) Notwithstanding Section 5.27(a), the Company shall not be required or Issuer, as applicable may also exclude such observer from having access to perform (1) any of its obligations under this Section 6.2 in respect materials produced by counsel to the Company or Issuer, as applicable, and the portions of any Board Observer to whom meetings at which the Board advice or opinion of Directors in good faith objects for a reasonable and compelling reason (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right to attend (in person counsel is sought or telephonically, at his or her discretion) each meeting of the Board of Directors as an observer (and not as a director) and shall not have the right to vote at any such meeting or otherwise act on behalf of the Board of Directors or the Company; provided, howeverso long as the Company or Issuer, that the Board Observer may be excluded from all or any portion of any such meeting to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel as applicable, reasonably believes that such exclusion is required reasonably necessary to preserve the Company’s or Issuer’s attorney-client privilege between the Company or the Board of Directorsprivilege, on the one handas applicable, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflict. The Company will send, or cause to be sent, to the Board Observer (x2) the notice of the time and place portions of any such meeting (meetings during which is it reasonably determined by the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the applicable Board of Directors in that such observer has a conflict of interest with respect of each such meeting at to matters to be addressed by the same time and in the same manner as they are provided to the directors; provided, however, that: (i) the Company may redact from any Meeting Notice, and may redact or withhold entirely any Meeting Materials, to the extent that the applicable Board of Directors determines in good faith (a) upon the advice of counsel it being understood that such redaction or withholding is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company observer shall not be deemed to have a conflict of interest in breach of this Section 6.2 for failing relation to provide Asset Sales or make available any Meeting Notice other transactions or Meeting Materials to the Board Observer if the Biotest Stockholder has actions not provided such current contact information, or has provided inaccurate or no longer current contact information, directly relating to the Company. Notwithstanding anything to the contrary herein’s or Issuer’s financing, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Companyas applicable).

Board Observer. During the Designation Rights Periodperiod commencing on the Closing and ending on the earlier of (i) the occurrence of a Change of Control (as defined below) and (ii) the date that Boehringer Ingelheim International GmbH (together with its Affiliates, “BI”) holds less than 10% of the Biotest Stockholder Company’s Common Stock (which shall be entitled calculated by including in the amount of Common Stock held by BI any Warrant Shares issuable upon exercise of any portion of the Pre-Funded Warrant issued to BI and not yet exercised by BI), then BI shall have the right to designate one (1) person as natural person, reasonably acceptable to the Company, to be present and participate in a non-voting, observer capacity at all meetings of the board observer of directors of the Company or any committee thereof, including any telephonic or electronic meetings (such individual, the “Board Observer”); provided, however, that the Company shall not be required to perform any of its obligations under this Section 6.2 in respect of any Board Observer to whom the Board of Directors in good faith objects for a reasonable and compelling reason (which, for the avoidance of doubt, may include if that in no event shall the Board of Directors determines in good faith that it would Observer: (i) be inconsistent with its fiduciary duties deemed to permit such person to act as be a Board Observer). The Board Observer shall have the right to attend (in person or telephonically, at his or her discretion) each meeting member of the Board board of Directors as an observer directors or any committee thereof or (and not as a directorii) and shall not have the right to vote at on, consent to or veto any such meeting matter, motion or otherwise act on behalf resolution presented to the board of directors or any committee thereof or propose or offer any motions or resolutions to the board of directors or any committee thereof. Any materials that are sent by the Company to the members of the board of directors in their capacity as such shall be sent to the Board Observer substantially simultaneously by means reasonably designed to ensure timely receipt by the Board Observer, and the Company will give the Board Observer notice of Directors such meetings, by the same means as such notices are delivered to the members of the board of directors and at the same time as notice is provided or delivered to the Companyboard of directors; provided, however, that the Board Observer may agrees to be excluded from all subject to the Company’s Code of Ethics and Business Conduct and other policies and procedures to the same extent as a member of the board of directors, to hold in confidence and trust, to act in a fiduciary manner with respect to and not to disclose any information provided to or learned by them acting in such capacity, whether in connection with the Board Observer’s attendance at meetings of the board of directors or any committee thereof, in connection with the receipt of materials delivered to the board of directors or any committee thereof or otherwise. Notwithstanding the provisions of this Section 4.6, the Company reserves the right to exclude the Board Observer from any meeting of the board of directors, or a portion thereof, and to redact portions of any such meeting materials delivered to the Board Observer, where and to the extent that the Company reasonably believes that (i) withholding such information or excluding the Board Observer from attending such meeting of Directors determines in good faith (a) upon the advice board of counsel that such exclusion directors, or a portion thereof, is required reasonably necessary to preserve the attorney-client client, work product or similar privilege between the Company Company, its board of directors or the Board of Directorsany committee thereof, on the one hand, and its counsel, on the other handother, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as with respect to the matter(s) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflict. The Company will send, or cause to be sent, to the Board Observer (x) the notice of the time and place of any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: (i) the Company may redact from any Meeting Notice, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflictmatter; (ii) the failure to deliver withholding such information or make available to excluding the Board Observer from attending such meeting of the board of directors, or a portion thereof, is reasonably necessary to protect trade secrets or to comply with the terms and conditions of confidentiality agreements between the Company and any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relatethird parties; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide such board materials or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the board of directors or committee thereof relates directly to the Company’s relationship, contractual or otherwise, with BI, or (iv) because the board of directors of the Company has determined in good faith that there exists, with respect to the subject of such deliberation or such information, an actual or potential conflict of interest between BI and the Company. The Board Observer shall use the same degree of Directors or care to receive any Meeting Notice or Meeting Materialsprotect the Company’s confidential and proprietary information as BI uses to protect confidential and proprietary information of like nature, but in no circumstances with less than reasonable care. Notwithstanding the foregoing, BI’s right to designate the Board Observer shall be suspended for so as long as the Board Observer serves as a director on the board of directors of the Company. For the avoidance of doubt, the Board Observer shall execute and deliver to not be compensated by the Company a customary confidentiality agreement in form such capacity but may be eligible for reimbursement for reasonable and substance reasonably satisfactory to documented out-of-pocket expenses in accordance with any applicable policy of the CompanyCompany then in effect, provided, however, that the Board Observer has not been otherwise reimbursed by BI for any such expenses.

Board Observer. During a. Effective as of the Designation Rights PeriodClosing Date (as defined in that certain Securities Purchase Agreement dated as of even date herewith (the “Purchase Agreement”)), the Biotest Stockholder Company shall be entitled invite one designee of the Investors (the “Observer”), as designated by the Investors from time to designate one (1) person as a board observer time, to attend and participate in all meetings of the Board of Directors of the Company (the “Board Observerof Directors”)) and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer (i) written notice of, agendas and participation details for such meetings and (ii) copies of all notices, minutes, consents, and other materials, in each case, that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that the Company such Observer shall not be required agree to perform any of its obligations under this Section 6.2 hold in respect of any Board Observer to whom confidence information so provided; provided further, that the Board of Directors and each committee shall have the right to withhold any information and exclude the Observer from any executive sessions of such meetings if only non-employee directors are present (in good faith objects for a reasonable addition to any legal or other advisors or representatives requested by such non-employee directors); and compelling reason (whichprovided further, for that the avoidance of doubt, may include Company reserves the right to withhold any information and to exclude the Observer any meeting or portion thereof if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right to attend (in person or telephonically, at his or her discretioni) each meeting of the Board of Directors as an observer (and not as a director) and shall not have the right to vote at any such meeting or otherwise act on behalf of the Board of Directors or the Company; provided, however, that the Board Observer may be excluded from all or any portion of any such meeting to the extent that the Board of Directors determines in good faith (a) based upon the advice of counsel that outside counsel, access to such exclusion information or attendance at such meeting is required reasonably likely to preserve (x) adversely affect the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counselcounsel or (y) result in a conflict of interest, on (ii) the other handObserver is a competitor of the Company, or (biii) that the respective interests of the Company such withholding and its Subsidiariesexclusion is necessary to protect trade secrets (unless covered by an enforceable confidentiality agreement, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as in a form reasonably acceptable to the matter(sCompany) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflict. The Company will send, or cause to be sent, to and the Board Observer (x) the notice of the time and place is notified in advance of any such meeting withholding or exclusion. The Observer shall not, by virtue of his or her capacity as such, have or be deemed to have, or otherwise be subject to, any duties (the “Meeting Notice”fiduciary or otherwise) at the same time and in the same manner as the Meeting Notice is sent to the directors and Company or any of its Affiliates or subsidiaries or its or their respective equityholders or any other person or entity or any duties (yfiduciary or otherwise) copies otherwise applicable to the members of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in their capacity as such. With respect of each such meeting at the same time and in the same manner as they are provided to the directorsObserver, the Company’s obligations under this Section 2(a) are contingent upon such Observer’s (1) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investors and (2) agreeing, solely in such individual’s capacity as the Observer, to be bound by the Company’s ixxxxxx xxxxxxx and window policies then in effect and applicable to members of the Board of Directors. b. From time to time, the Company may invite additional designees of the Investors to attend meetings of the Board of Directors and committees thereof in a nonvoting observer capacity, subject to the mutual consent and agreement of the Company and the Investors; provided, however, that: that any such additional designee shall agree (i) to hold in confidence information so provided and (ii) to enter into and be bound by those agreements and policies set forth in Section 2(a)(1) and (2). c. The rights set forth in this Section 2 shall terminate and be of no further force or effect at such time as the Company may redact from any Meeting NoticeInvestors and/or their Affiliates cease to collectively beneficially own at least 50% of the number of pre-funded warrants purchased by the Investors under the Purchase Agreement (as adjusted for stock splits, recapitalizations and may redact or withhold entirely any Meeting Materials, other similar events and including all shares of common stock issued upon the conversion of the pre-funded warrants to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken still beneficially owned by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the CompanyInvestors and/or their Affiliates).

Board Observer. During So long as the Designation Rights PeriodInvestor, together with its Majority Owned Subsidiaries (as defined in Section 6.1(c)), holds at least the number of shares of the Company's Common Stock equal to ten percent (10%) of the number of shares of the Company's Common Stock and other voting securities outstanding immediately following the closing of the Purchase Agreement minus 100 shares (such number to be proportionately adjusted for stock splits, stock dividends, and similar events), the Biotest Stockholder Company will permit a representative of the Investor, reasonably acceptable to the Company (the "Observer") to attend all meetings of the Company's Board of Directors (the "Board") (whether in person, telephonic or other) in a non-voting, observer capacity and shall provide to the Investor, concurrently with the members of the Board, notice of such meeting and a copy of all materials provided to such members. For so long as the Investor shall be entitled to appoint an Observer pursuant to this section, the Investor shall, by written election delivered to the Company, be entitled to designate one (1) person as a board observer representative for appointment or election to the Board (the “Board Observer”"Representative"); provided, howeverin lieu of the observer contemplated above. Upon written request of the Investor, that the Company shall not use its reasonable best efforts to cause the representative designated by the Investor to be required elected to perform any the Board, including recommending to the stockholders of its obligations under this Section 6.2 in respect the Company that they vote for the election to the Board of the individual designated by the Investor. The Company shall be entitled to recuse the Representative or Observer, as the case may be, from portions of any Board Observer meeting and to whom the redact portions of Board of Directors in good faith objects for a reasonable materials delivered to the Representative or Observer where and compelling reason (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right to attend (in person or telephonically, at his or her discretion) each meeting of the Board of Directors as an observer (and not as a director) and shall not have the right to vote at any such meeting or otherwise act on behalf of the Board of Directors or the Company; provided, however, that the Board Observer may be excluded from all or any portion of any such meeting to the extent that a majority of the Board (without the Representative or Observer present) determines a conflict of Directors determines in good faith (a) upon the advice of counsel that such exclusion is required to preserve the attorney-client privilege interest between the Company or and the Board of Directors, on Investor is present (but not where the one hand, conflict is a conflict that is present for stockholders generally). The Company acknowledged and its counsel, on the other hand, or (b) agrees that the respective Observer shall be acting for the benefit of the Investor, whose interests may not coincide with the interests of the Company and its Subsidiaries, on the one handother shareholders, and those of that the Biotest Stockholder or its Affiliates, on the other hand, as Observer shall not be deemed to the matter(s) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflict. The Company will send, or cause to be sent, to the Board Observer (x) the notice of the time and place have breached any duty of any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent kind to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: (i) the Company may redact from any Meeting Notice, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege between the Company or its shareholders as a result of his or her acting in a manner he or she deems to be in the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken Investor. Confidential information obtained by the Board of Directors at any meeting to which such Meeting Notice Representative or Meeting Materials relate; and (iii) it Observer shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Company.governed by the

Board Observer. During (a) From and after the Designation Rights PeriodClosing, the Biotest Stockholder Sixth Street Shareholders shall be entitled have the right (but not the obligation) to designate one (1) person to serve as a board an observer (the “Board Observer”); provided, however, that the Company shall not be required to perform any ) and attend all meetings of its obligations under this Section 6.2 in respect of any Board Observer to whom the Board of Directors of the Company (the “Company Board”), the Risk Committee of the Company Board (the “Risk Committee”) and the Investment Committee of the Company Board (the “Investment Committee”), in good faith objects for each case, in a reasonable and compelling reason (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer)non-voting observer capacity. The Board Observer shall have the right to attend (be heard at any such meetings, but in person or telephonically, at his or her discretion) each meeting no event shall the Observer be deemed to be a member of the Company Board of Directors as an observer (and not as a director) and shall not or any committee thereof or have the right to vote at on any such meeting matter under consideration by the Company Board or any committee thereof or otherwise act on behalf of have any power to cause the Board of Directors Company to take, or not to take, any action. Unless requested otherwise by the Sixth Street Shareholders or the Company; providedObserver, howeveras a non-voting observer, that the Board Observer may will also be excluded from all or any portion of any such meeting provided (concurrently with delivery to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such exclusion is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests members of the Company and its SubsidiariesBoard, on the one hand, and those of the Biotest Stockholder Risk Committee or its Affiliates, on the other handInvestment Committee, as to the matter(s) to be discussed or actions to be taken during such meeting or portion thereofapplicable, conflict or could be perceived to conflict. The Company will send, or cause to be sent, to the Board Observer (x) the notice of the time and place of any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice delivery is sent made to the directors and (ythem) copies of all notices, reportsminutes, minutes consents, and all other documents materials and materials information (collectively, “Meeting Materials”financial or otherwise) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they that are provided to the directors; provideddirectors with respect to a meeting or any written consent in lieu of a meeting of the Company Board, howeverRisk Committee or Investment Committee, that: as applicable. If a meeting of the Company Board, Risk Committee or Investment Committee, as applicable, is conducted via telephone or other electronic medium (e.g., videoconference), the Observer may attend such meeting via the same medium. Notwithstanding the foregoing, the Company may withhold information or materials from the Observer and exclude the Observer from any meeting or portion thereof if (as determined by the Company Board in good faith) access to such information or materials or attendance at such meeting would (i) be reasonably likely to result in a loss of attorney-client or work product privilege between the Company may redact from and its counsel or (ii) otherwise violate the terms of any Meeting Noticeconfidentiality or similar agreement to or by which the Company or any of its Affiliates is a party or otherwise bound; provided that the Company shall first use commercially reasonable efforts to permit the Observer to obtain such information or materials or attend such meeting or portion thereof by entering into a joint defense or similar agreement or a confidentiality agreement, as applicable, with respect to the subject matter thereof, with the Observer. The Observer shall be subject to the same obligations as directors of the Company Board with respect to confidentiality. To the extent not prohibited by Applicable Law, the Observer shall have the benefit of indemnification by the Company in connection with his or her service with respect to the Company Board to the same extent as is provided by the Company to directors serving on the Company Board. (b) At such time as the Sixth Street Shareholders (together with their Affiliates) shall no longer beneficially own at least 75% of the total number of Acquired Sixth Street Shares acquired by the Sixth Street Shareholders under the Purchase Agreement (as adjusted for stock splits, stock dividends and may redact the like), Section 2.1(a) shall terminate and be of no further force or withhold entirely any Meeting Materials, effect. (c) The Observer shall be entitled to reimbursement of expenses incurred in connection with his or her service with respect to the Company Board or its committees to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding reimbursement is required provided to preserve the attorney-client privilege between directors serving on the Company Board or its committees. (d) For so long as any partner, employee, representative or designee of the Board Sixth Street Shareholders or any of Directors, their respective Affiliates serves as an observer on the one handCompany Board, and its counsel, on the other hand, Company shall not implement or (b) that maintain any trading policy or similar guideline or policy with respect to the respective interests trading of securities of the Company and its Subsidiariesthat is targeted at the Sixth Street Shareholders or any of their respective Affiliates (including a policy that limits, on prohibits or restricts the one handSixth Street Shareholders or any of their respective Affiliates from entering into any hedging or derivative arrangements), and those in each case, other than with respect to the Observer in his or her personal capacity, which policy or guideline is applicable to all directors of the Biotest Stockholder or its AffiliatesCompany. The Company agrees that it shall, on the other handupon request, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or promptly make available to the Board Observer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact Sixth Street Shareholders information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to regarding the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Company’s trading windows.

Board Observer. During the Designation Rights PeriodThe Company shall permit a representative of each of CCMP, the Biotest Stockholder shall be entitled to designate one Xxxxxxx, Altoma and HOOPP (1) person as a board observer (the each, an “Board Observer”); provided, however, that the Company shall not be required to perform any of its obligations under this Section 6.2 in respect of any Board Observer to whom the Board of Directors in good faith objects for a reasonable and compelling reason (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right ) to attend (in person or telephonically, at his or her discretion) each meeting all meetings of the Board of Directors as an and all committees thereof (whether in person, telephonic or other) in a non-voting, observer (and not as a director) capacity and shall not have provide to each Observer the right to vote receive all notices, reports and other communications sent to directors, at the same time they are transmitted to directors. The Observers may be excluded from any such meeting or otherwise act on behalf portion thereof and need not be provided such materials if a majority of the Board of Directors reasonably believes that the Observers’ attendance at such meeting or access to such information would: (i) adversely affect attorney- DC\1281653.10 client privilege between the Company and its counsel; (ii) represent confidential or proprietary business information that could be misused by CCMP, Xxxxxxx, Altoma and/or HOOPP, as the case may be; or (iii) involve a conflict of interest between the Company and CCMP, Xxxxxxx, Altoma and/or HOOPP, as the case may be. Each of CCMP, Fischer, Altoma, HOOPP and their respective officers, directors, employees or agents (any of the foregoing, a “Stockholder Group Member”) agrees and acknowledges that it and its Observer will be bound by the confidentiality provisions of Section 10.7 of this Agreement. The Company acknowledges that each of CCMP, Xxxxxxx, Altoma and HOOPP and the Observers may have, from time to time, information (“Information”) that may be of interest to the Company regarding a wide variety of matters including, by way of example only, current and future investments and transactions with respect to other Persons that may be competitive with the Company. Each of the Company and the Parties agrees that CCMP, Xxxxxxx, Altoma and HOOPP and the Observers shall have no duty to disclose any Information to the Company or permit the Company to participate in any investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the maximum extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise or that could require CCMP, Xxxxxxx, Altoma and HOOPP or the Observers to disclose any such Information to the Company or offer any opportunity relating thereto to the Company; provided, however, that the Board Observer may be excluded from all or any portion of any such meeting to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such exclusion is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflict. The Company will send, or cause to be sent, to the Board Observer (x) the notice of the time and place of any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: (i) the Company may redact from any Meeting Notice, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials this provision shall not affect the validity apply to Xxxxxxx so long as Xxxx Xxxxxxx is an officer of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Company.

Board Observer. During (a) The Required Lenders shall have the Designation Rights Period, the Biotest Stockholder shall be entitled right to designate one (1) person as select a board single non-voting observer (the each person so selected to serve as an observer from time to time, an “Board Observer”); provided) to attend all meetings (including regular and special meetings, however, that the Company shall not be required to perform any “Meetings”) of its obligations under this Section 6.2 in respect of any Board Observer to whom the Board of Directors in good faith objects for of Holdings and the Borrower (collectively, the “Governing Bodies” and each, a reasonable and compelling reason (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer“Governing Body”). The Board Observer shall have the right to attend (such Meetings in person or telephonicallytelephonically or through other means of communication, at his or her discretion) in each meeting of the Board of Directors as an observer (and not as a director) and shall not have the right to vote at any such meeting or otherwise act on behalf of the Board of Directors or the Company; providedcase, however, that the Board Observer may be excluded from all or any portion of any such meeting to the extent that not prohibited under the Board applicable laws or regulations of Directors determines in good faith (a) upon the advice state of counsel that such exclusion is required to preserve organization of the attorney-client privilege between the Company Borrower or the Board of DirectorsHoldings, on the one hand, and its counsel, on the other hand, or as applicable. (b) that The Observer shall be provided with notice of, and agendas for, all Meetings in the respective interests same manner and at the same time as notice is sent to the members of the Company and its Subsidiariesapplicable Governing Body. If any Governing Body proposes to take any action by written consent in lieu of a meeting, on the one hand, and those Observer shall receive (A) a draft of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflict. The Company will send, or cause to be sent, to the Board Observer (x) the notice of the time and place of any such meeting (the “Meeting Notice”) written consent at the same time and in the same manner as if the Meeting Notice is Observer were a member of such Governing Body and (B) a copy of such written consent when sent to members of such Governing Body for execution. (c) Concurrently with his or her designation, the directors Observer shall enter into a reasonable and customary confidentiality agreement. (d) Anything to the contrary herein notwithstanding, the Observer may be excluded from any portions of Meetings or from receiving any portions of information to the extent (x) necessary to retain legal privilege or (y) copies the subject matter involves a matter reasonably determined by the members of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect to present a conflict of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: (i) the Company may redact from any Meeting Notice, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege interest between the Company Holdings, the Borrower or the Board of Directorstheir respective subsidiaries and stockholders, on the one hand, and its counselany Lender or an affiliate of either, on the other hand; provided, or (b) that, in the event that the respective interests Observer is so excluded, Holdings and/or the Borrower, as applicable, shall provide to the Observer a summary of the Company and its Subsidiaries, on materials or meeting which the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to Observer was not provided access in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, a manner in Holdings and the Company shall Borrower’s legal counsel’s reasonable and good faith determination does not be in breach of this Section 6.2 for failing to provide or make available waive any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided applicable privilege as soon as reasonably practicable following such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Companymeeting.

Board Observer. During the Designation Rights Period(a) Subject to Section 2.4, the Biotest Stockholder Investors shall be entitled collectively to designate one individual (1who may be an employee of the Investors or their Affiliates) person as a board observer who is acceptable to the Parent, acting reasonably, (the “"Board Observer”); provided, however, that the Company shall not be required ") to perform any attend meetings of its obligations under this Section 6.2 in respect of any Board Observer to whom the Board of Directors in good faith objects for a reasonable and compelling reason (whichDirectors, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right to attend (in person or telephonically, at his or her discretion) each meeting committee meetings of the Board of Directors as an observer (and not any executive sessions, as a director) and non-voting observer. The Board Observer shall not have the right to vote at any such meeting or otherwise act on behalf of the Board of Directors or be counted towards determining whether there is quorum for such meeting, but shall be entitled to participate in the Companydiscussions of the Board of Directors, committee meetings of the Board of Directors and any executive sessions. (b) Subject to Section 2.3(e), the Parent shall: (i) provide the Board Observer with notice, if any, of each meeting of the Board of Directors (telephonic or otherwise), in the same manner and at the same time as provided to the Board of Directors; (ii) provide to the Board Observer copies of all materials provided to the Board of Directors, in the same manner and at the same time as provided to the Board of Directors; (iii) provide to the Board Observer drafts of all resolutions proposed for signature by the Board of Directors (in lieu of a meeting) before such resolutions are so signed, in the same manner and at the same time as provided to the Board of Directors; and (iv) permit the Board Observer to attend each meeting of the Board of Directors (telephonic or otherwise), including, without limitation, any committee meeting of the Board of Directors or executive sessions, as an observer, except with respect to materials or resolutions, or attendance at such portions of any such meeting, in which (A) the subject matter relates to a transaction, proceeding or matter in which the Investors or their Affiliates or investee entities (other than the Parent) are or may be interested parties, and where the participation in such portion of any such meeting by the Board Observer or access to Confidential Information relating to the Parent would, upon the advice of counsel, give rise to a conflict of interest between the Investors and the Parent, as determined by the Board of Directors in its sole discretion, (B) the Board of Directors determines, upon the advice of counsel, that such exclusion is reasonably necessary to preserve solicitor-client privilege or (C) the Board of Directors determines, upon the advice of counsel, that such exclusion is reasonably necessary for the Parent or its subsidiaries to comply with their respective confidentiality obligations. (c) The Investors shall advise the Parent of the identity of the Board Observer that it has designated, from time to time. The parties acknowledge that the initial Board Observer is: Xxxxxxx Xxxxxxxxxx. (d) From the date on which the Parent provides notice to the Investors or the Board Observer of a bona fide claim or possible claim for a breach or threatened breach by the Board Observer of the Observer Agreement, the Parent shall not be required to comply with Section 2.3(b) unless and until such claim is abandoned or resolved substantially in the Board Observer's favour. (e) The Board Observer will be required to execute the Observer Agreement before being permitted to attend any meetings of the Board of Directors and/or being provided with any materials provided to the Board of Directors. (f) The Investors shall be entitled to designate one alternate Board Observer, who shall be acceptable to the Parent, acting reasonably, to attend meetings of the Board of Directors, committee meetings of the Board of Directors and any executive session, in the place of the Board Observer, provided that (i) the Investors provide written notice of the identity of such alternate Board Observer to the Board of Directors as soon as practicable prior to the meeting at which such alternate Board Observer will attend, and (ii) such alternate Board Observer shall have executed an Observer Agreement before being permitted to attend any meetings of the Board of Directors and/or being provided with any materials provided to the Board of Directors. For greater certainty, the Parent shall not be required to comply with the timing requirements of Section 2.3(b) . (g) The Parent shall not be required to (i) pay any compensation to the Board Observer or any alternate Board Observer or (ii) provide any indemnification, or maintain coverage under any policies of directors' and officers' insurance, in favour of the Board Observer or any alternate Board Observer; provided, however, that the Parent shall reimburse any reasonable costs or expenses incurred by the Board Observer may be excluded from all or any portion alternate Board Observer in connection with his or her attendance at meetings of any such meeting to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such exclusion is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflict. The Company will send, or cause to be sent, to the Board Observer (x) the notice of the time and place of any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: (i) the Company may redact from any Meeting Notice, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting committee meetings of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Companyexecutive sessions.

Board Observer. During The Company agrees until such time as 90% of the Designation Rights Periodinitial principal amount outstanding on the Notes shall have been fully paid or converted that the Lead Investor identified on Schedule 8 hereto shall have the right, but not the Biotest Stockholder obligation, from time to time to designate in writing a nominee to designate an observer, who shall be entitled to designate one attend and participate (1but not vote) person as a board observer (the “Board Observer”); provided, however, that the Company shall not be required to perform any of its obligations under this Section 6.2 in respect of any Board Observer to whom the Board of Directors in good faith objects for a reasonable and compelling reason (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right to attend (in person or telephonically, at his or her discretion) each meeting all meetings of the Board of Directors of the Company and to receive all notices, reports, information, correspondence and communications sent by the Company to members of the Board of Directors. All reasonable costs and expenses incurred in connection therewith by any such designated observer or by the Lead Investor on behalf of such observer shall be reimbursed by the Company to the extent that the Company reimburses such expenses incurred by any directors of the Company. It is provided and agreed that the actions and advice of any person while serving pursuant to this section as an observer (and not as a director) and shall not have the right to vote at any such meeting or otherwise act on behalf meetings of the Board of Directors or shall be construed to be the Company; provided, however, actions and advice of that the Board Observer may person alone and not be excluded from all or any portion construed as actions of any Subscriber as to any notice, requirements or rights of any Subscriber under the Transaction Documents, nor as action of any Subscriber to approve modifications, consents, amendments or waivers thereof; and all such meeting actions or notices shall be deemed actions or notices to the extent that Subscribers only when duly provided in writing and given in accordance with the Board provisions of Directors determines in good faith (a) upon the advice of counsel that such exclusion is required to preserve the attorney-client privilege Transaction Documents. The relationship between the Company or and the Board of Directors, on the one handSubscribers is, and its counselshall at all times remain, on the other hand, or (b) solely that the respective interests of the Company and with a purchaser of its Subsidiariessecurities. The Subscribers neither undertake nor assume any responsibility or duty to the Company to review, on inspect, supervise, pass judgment upon, or inform the one hand, and those Company of any matter in connection with any phase of the Biotest Stockholder Company's business, operations, or its Affiliatescondition, on the other hand, as to the matter(s) to be discussed financial or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflictotherwise. The Company will sendshall rely entirely upon its own judgment with respect to such matters, and any review, inspection, supervision, exercise of judgment, or cause to be sent, to the Board Observer (x) the notice of the time and place of any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: (i) the Company may redact from any Meeting Notice, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver supplied to the Company by the Subscribers, or any representative or agent of the Subscribers, in connection with any such matter is for the protection of the Subscribers, and neither the Company nor any third party is entitled to rely thereon. It shall be deemed a customary confidentiality agreement in form and substance reasonably satisfactory to default of a material obligation under the CompanyNotes if Company does not comply with the requirements of this section.

Board Observer. During From the Designation Rights Perioddate hereof until the earlier to occur of (i) the date on which all outstanding Obligations (other than unasserted contingent indemnification Obligations) have been paid in full and the Commitments are irrevocably terminated hereunder, or (ii) the date on which neither Beyond nor any of its Affiliates is a Lender or Agent hereunder, the Biotest Stockholder Loan Parties shall be entitled cause Beyond to designate have the right to appoint one (1) person individual as a non-voting observer to the board observer of managers of Parent (the “Board” and such observer, the “Board Observer”), and shall cause the Board Observer to be entitled to attend meetings of the Board and any committee of the Board and to receive all information provided to the members of the Board or its committees (including minutes of previous meetings of the Board or such committees); provided, however, that (i) the Company Board Observer shall not be required entitled to perform vote on any matter submitted to the Board or any of its obligations under this Section 6.2 in respect of committees nor to offer any motions or resolutions to the Board or such committees; and (ii) the Board may withhold information or materials from the Board Observer to whom and exclude the Board Observer from any meeting or portion thereof (x) if (as reasonably determined by the Board) access to such information or materials or attendance at such meeting would (A) adversely affect the attorney-client or work product privilege between the Parent and its counsel or (B) result in a conflict of Directors in good faith objects for a reasonable interest or is otherwise required to avoid any disclosure that is restricted by any agreement with another Person or (y) (A) when any Agent, any Lender, the Loan Documents or the Obligations are the subject matter under discussion or (B) when such board materials or discussion relate directly to any Loan Party’s relationship, contractual or otherwise, with Beyond or any of its Affiliates, any Agent or the Lenders or any actual or potential transactions between or involving any Loan Party and compelling reason (whichBeyond or any of its Affiliates, for any Agent or the Lenders. For the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right to attend (in person or telephonically, at his or her discretion) each meeting of the Board of Directors as an observer (and not as a director) and shall not have the right to vote at any such meeting or otherwise act on behalf of the Board of Directors or the Company; provided, however, that the Board Observer may be excluded from all or any portion of any such meeting to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such exclusion is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflict. The Company will send, or cause to be sent, to the Board Observer (x) the notice shall not constitute a manager and/or member of the time and place of any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent to the directors a Board committee and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: (i) the Company may redact from any Meeting Notice, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of entitled to any rights other than those provided by this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Company6.20.

Board Observer. During For so long so the Designation Rights Period, Principal Stockholder Group has the Biotest Stockholder shall be entitled right to designate one (1) or more individuals for nomination to the Board, the Principal Stockholder Group shall also have the right to designate from time to time one person as a board observer (the “Board Observer”)) to (i) receive notice of, and any other materials relating to, each meeting of the Board and each meeting of each committee of the Board substantially concurrently with the provision thereof to the members of the Board or such committee, as applicable, and (ii) attend and participate as an observer in each meeting of the Board and meeting of each committee of the Board; provided, however, provided that the Company shall not be required to perform any of its obligations under this Section 6.2 in respect of any such Board Observer is permitted by applicable Law and provided further that such Board Observer agrees to whom maintain the confidentiality of all information and proceedings of the Board of Directors to the same extent, and subject to the same exceptions, as provided in good faith objects for Section 3.4 in relation to Stockholders and Confidential Information and, if reasonably requested by the Company, to enter into a reasonable and compelling reason (which, for customary confidentiality agreement. For the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right to attend (in person or telephonically, at his or her discretion) each meeting not be a member of the Board or any committee of Directors as an observer (and not as a director) and the Board, shall not have the any right to vote at any such meeting or otherwise act on behalf of the Board or any committee of Directors the Board, shall not have any fiduciary duties to the Company or the Company; provided, however, that its stockholders as a result of his or her capacity or service as an observer as contemplated hereby. Notwithstanding any rights granted or provided to the Board Observer may be excluded hereunder, (i) the Company reserves the right to exclude any Board Observer from all access to any material or any meeting or portion thereof if the Board reasonably determines, acting in good faith and on the advice of any counsel, that such meeting to access would prevent the extent that members of the Board from engaging in attorney-client privileged communication, and (ii) the Board Observer must notify the Board of Directors determines in good faith (a) upon the advice any other conflicts of counsel that such exclusion is required to preserve the attorney-client privilege interest between the Company Board Observer or its Affiliates and the Company, and if such conflict of interest or the Board matters underlying such conflict of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) interest are to be discussed at a meeting of the Board, the Board reserves the right to exclude the Board Observer from access to any material or actions to be taken during such meeting or portion thereof, in each case to extent related to such conflict of interest or could be perceived to conflict. The Company will send, or cause to be sent, to the Board Observer (x) the notice matters underlying such conflict of the time and place of any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: (i) the Company may redact from any Meeting Noticeinterest, and may redact or withhold entirely any Meeting Materials, to the extent that the Board of Directors determines in good faith (a) upon the advice of counsel that such redaction or withholding is required to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board Observer shall execute and deliver to recuse himself from any discussions regarding the Company a customary confidentiality agreement in form and substance reasonably satisfactory to the Companyconflict of interest.

Board Observer. During the Designation Rights Period, the Biotest Stockholder The Company shall be entitled to designate one (1) person as permit a board observer representative of First Reserve (the “Board "Observer”); provided, however, that the Company shall not be required to perform any of its obligations under this Section 6.2 in respect of any Board Observer to whom the Board of Directors in good faith objects for a reasonable and compelling reason (which, for the avoidance of doubt, may include if the Board of Directors determines in good faith that it would be inconsistent with its fiduciary duties to permit such person to act as a Board Observer). The Board Observer shall have the right ") to attend (in person or telephonically, at his or her discretion) each meeting all meetings of the Board of Directors as an and all committees thereof to which the Observer is assigned by the Board of Directors (whether in person, telephonic or other) in a non-voting, observer (and not as a director) capacity and shall not have provide to First Reserve, the right (A) to vote receive all notices, reports and other communications sent to directors, at the same time they are transmitted to directors, (B) to consult with and advise members of senior management of the Company, and (C) upon reasonable notice, to have access to the books and records of the Company. The Observer may be excluded from any such meeting or otherwise act on behalf portion thereof and need not be provided such materials if a majority of the Board of Directors or the Company; provided, however, reasonably believes that the Board Observer may be excluded from all or any portion of any Observer's attendance at such meeting or access to the extent that the Board of Directors determines in good faith such information would: (ai) upon the advice of counsel that such exclusion is required to preserve the adversely affect attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, counsel or (bii) that the respective interests involve a conflict of interest between the Company and its Subsidiaries, on First Reserve. First Reserve agrees and acknowledges that it and the one hand, and those Observer will be bound by the confidentiality provisions of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) to be discussed or actions to be taken during such meeting or portion thereof, conflict or could be perceived to conflictSection 8.8 of this Agreement. The Company will sendacknowledges that First Reserve and the Observer may have, from time to time, information ("Information") that may be of interest to the Company regarding a wide variety of matters including, by way of example only, current and future investments First Reserve has made, may make, may consider or may become aware of with respect to other companies that may be competitive with the Company's. The Information may or may not be known by the Observer. The Company agrees that First Reserve and the Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any investments based on any Information, or cause to otherwise take advantage of any opportunity that may be sent, of interest to the Board Observer (x) the notice Company if it were aware of the time and place of any such meeting (the “Meeting Notice”) at the same time and in the same manner as the Meeting Notice is sent to the directors and (y) copies of all notices, reports, minutes and other documents and materials (collectively, “Meeting Materials”) provided to the Board of Directors in respect of each such meeting at the same time and in the same manner as they are provided to the directors; provided, however, that: (i) the Company may redact from any Meeting NoticeInformation, and may redact or withhold entirely any Meeting Materialshereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit First Reserve's ability to pursue opportunities based on such Information or that would require First Reserve or the Board of Directors determines in good faith (a) upon the advice of counsel that Observer to disclose any such redaction or withholding is required Information to preserve the attorney-client privilege between the Company or the Board of Directors, on the one hand, and its counsel, on the other hand, or (b) that the respective interests of the Company and its Subsidiaries, on the one hand, and those of the Biotest Stockholder or its Affiliates, on the other hand, as to the matter(s) referred to in such redactions or withheld Meeting Materials, conflict or could be perceived to conflict; (ii) the failure to deliver or make available to the Board Observer offer any Meeting Notice or Meeting Materials shall not affect the validity of any action taken by the Board of Directors at any meeting to which such Meeting Notice or Meeting Materials relate; and (iii) it shall be the obligation of the Biotest Stockholder at all times to provide the Company with current contact information of the Board Observer, and the Company shall not be in breach of this Section 6.2 for failing to provide or make available any Meeting Notice or Meeting Materials to the Board Observer if the Biotest Stockholder has not provided such current contact information, or has provided inaccurate or no longer current contact information, opportunity relating thereto to the Company. Notwithstanding anything to the contrary herein, prior to any Board Observer being entitled to attend any portion of any meeting of the Board of Directors or to receive any Meeting Notice or Meeting Materials, the Board First Reserve's initial Observer shall execute be Xxx X. Xxxxx. From time to time, First Reserve may, upon written notice to and deliver to the Company a customary confidentiality agreement in form and substance reasonably satisfactory to approval by the Company, appoint a different Observer to replace Xx. Xxx X. Guill.