Common use of Board Observer Clause in Contracts

Board Observer. The Unsecured Lenders are and shall be irrevocably and unconditionally (subject to the express terms hereof) granted the right to appoint one non-voting observer to the Parent Company’s board of directors (an “Observer”). The identity of the Observer will be determined by those Unsecured Lenders holding at least 50.1% of the principal amount of the Unsecured Debentures held by Unsecured Lenders collectively. The Observer shall be provided with notice of, and relevant materials to be considered at, all meetings of the board of directors of the Parent Company (and all subcommittees thereof) and shall be entitled to attend and participate (other than voting) in all meetings of the Parent Company’s board of directors (and all subcommittees thereof); provided, however, that the Observer will be subject to the same obligations of confidentiality to which all of the Parent Company’s board members are subject, and the Unsecured Lenders acknowledge and agree that the Observer shall each recuse himself/herself from any portion of any meeting that pertains to the Unsecured Lenders or their respective affiliates (other than in respect of the Unsecured Debentures). The Observer may participate in the discussions of matters brought to the Parent Company’s board of directors provided that such Observer shall have no voting rights. The Observer shall also be entitled to the same indemnification, insurance and other protections to which the other members of the Parent Company’s board are entitled. The Parent Company shall reimburse the Observer for the reasonable out-of-pocket expenses incurred by such Observer in connection with satisfying his or her role as Observer, up to a maximum amount of $25,000 in any 12-month period, unless otherwise agreed in writing between the Parent Company and an Observer. The Requisite Unsecured Lenders may replace the Observer with a different Observer at any time in their sole discretion by providing written notice thereof to the Parent Company. Each Observer shall enter into a customary form of board observer agreement with the Parent Company and the Collateral Agent prior to, concurrently with, or as soon as practicable after the appointment as an Observer.

Board Observer. The Unsecured Lenders are (a) From the Closing Date and until the date the Sponsor Parties, including the parties to the Interim Financing named on Schedule III, the members of the Sponsor and their respective Permitted Transferees, in the aggregate, Beneficially Own less than 5% of the outstanding Holdco Ordinary Shares (after taking into account any securities of Holdco Beneficially Owned by the Sponsor Parties convertible into Holdco Ordinary Shares) (the “Sponsor Sunset Date”), the Sponsor shall be irrevocably and unconditionally entitled to designate one (subject 1) observer on the board of directors of Holdco (the “Holdco Board”) (the “Sponsor Board Observer”). (b) The Sponsor Board Observer may resign at any time upon written notice to the express terms hereofHoldco Board. (c) granted The Sponsor shall have the exclusive right to appoint one designate the Sponsor Board Observer to fill any vacancies created by reason of the death, removal or resignation of a Sponsor Board Observer, and Holdco shall take all reasonably necessary action to cause any such vacancy to be filled by a replacement Sponsor Board Observer as promptly as reasonably practicable. (d) Hxxxxx agrees that it will invite the Sponsor Board Observer to attend, in a non-voting observer to the Parent Company’s board of directors (an “Observer”). The identity of the Observer will be determined by those Unsecured Lenders holding at least 50.1% of the principal amount of the Unsecured Debentures held by Unsecured Lenders collectively. The Observer shall be provided with notice of, and relevant materials to be considered atcapacity, all meetings of the Holdco Board for the purposes of permitting the Sponsor Board Observer to have current information with respect to the affairs of Holdco and the actions taken by the board of directors of the Parent Company (and all subcommittees thereof) and shall be entitled to attend and participate (other than voting) in all meetings of the Parent Company’s board of directors (and all subcommittees thereof)directors; provided, however, that the Sponsor Board Observer will may be subject to the same obligations of confidentiality to which excluded from all of the Parent Company’s board members are subject, and the Unsecured Lenders acknowledge and agree that the Observer shall each recuse himself/herself from or any portion of any such meeting that pertains of the Holdco Board to the Unsecured Lenders extent that the Holdco Board determines in good faith and upon the advice of counsel to Holdco that such exclusion is required to preserve the attorney-client privilege between Holdco and its counsel, or their to the extent the respective affiliates (interests of Holdco, on one hand, and the Sponsor, on the other than in respect hand, as to the matter(s) to be discussed or actions to be taken during such portion of such meeting of the Unsecured Debentures). The Observer may participate Holdco Board, conflict or could be perceived to conflict (in the discussions good faith judgment of matters brought the Holdco Board). (e) In no event shall the Sponsor Board Observer: (i) be deemed to be a member of the Holdco Board or any committee thereof; (ii) have the right to vote on any matter under consideration by Holdco Board or otherwise have any power to cause Holdco to take, or not to take, any action; or (iii) have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to Holdco or its shareholders or any duties (fiduciary or otherwise) otherwise applicable to the Parent Company’s board directors of Holdco. As a non-voting observer, subject to the proviso in Section 1.10(d), the Sponsor Board Observer will also be provided (concurrently with delivery to the directors of Holdco and in the same manner delivery is made to them) copies of all notices, minutes, consents, and all other materials or information (financial or otherwise) that are provided to the directors with respect to a meeting or any written consent in lieu of meeting; provided, that such the failure to deliver or make available one or more of the items described in this sentence shall not affect the validity of any action taken by the Holdco Board. (f) Notwithstanding anything to the contrary herein, prior to the Sponsor Board Observer being entitled to attend any meeting of the Holdco Board or receive the information specified in Section 1.10(e), the Sponsor Board Observer shall have no voting rights. The Observer shall also be entitled execute and deliver to the same indemnification, insurance and other protections to which the other members of the Parent Company’s board are entitled. The Parent Company shall reimburse the Observer for the reasonable out-of-pocket expenses incurred by such Observer in connection with satisfying his or her role as Observer, up to a maximum amount of $25,000 in any 12-month period, unless otherwise agreed in writing between the Parent Company and an Observer. The Requisite Unsecured Lenders may replace the Observer with a different Observer at any time in their sole discretion by providing written notice thereof to the Parent Company. Each Observer shall enter into Holdco a customary confidentiality agreement in form of board observer agreement with the Parent Company and the Collateral Agent prior to, concurrently with, or as soon as practicable after the appointment as an Observersubstance reasonably satisfactory to Holdco.

Board Observer. (A) The Unsecured Original Borrower and the Borrower (from the First Effective Date only) shall procure that, at all times from and including the Closing Date (or the First Effective Date, in the case of the Borrower) until and excluding the First Effective Date in the case of the Original Borrower or the SPAC Listing Date in the case of the Borrower (each, the “Relevant Time”), a representative of the Agent or the Original Lender (or the Arranger acting on its behalf), or Eleuthera SPC (the “Board Observer”) shall be entitled to attend each Board Meeting on behalf of the Lenders are on the condition that the Board Observer shall attend Board Meetings as an observer only and shall be irrevocably and unconditionally not: (subject 1) have any rights or liabilities in relation to the express terms hereof) granted the right to appoint one non-voting observer to the Parent Company’s board direction or conduct of directors (an “Observer”). The identity any management of any member of the Group as a result of attending Board Meetings; or (B) be entitled to vote at, or count in the quorum for, any Board Meeting. At all times during the Relevant Time, the Borrower and/or Original Borrower (as the case may be) shall procure that the Board Observer will be determined by those Unsecured Lenders holding at least 50.1% is given notice of Board Meetings: (1) as soon as reasonably practicable; (2) no later than the time that notice of the principal amount of the Unsecured Debentures held by Unsecured Lenders collectively. The Observer shall be provided with notice of, and relevant materials Board Meeting is given to be considered at, all meetings members of the board of directors of the Parent Company Borrower generally; (and all subcommittees thereof3) and shall no later than the time that notice of the relevant Board Meeting is required to be entitled given pursuant to attend and participate the constitutional documents of the Borrower; and (other than voting4) in all meetings any event, no later than 10 Business Days prior to the relevant Board Meeting (unless the Chairman of the Parent Company’s Board of Directors reasonably deems it important for the commercial interest of the Borrower to convene the Board Meeting earlier than this). (C) At all times during the Relevant Time, the Borrower (or the Original Borrower, prior to the First Effective Date) shall procure that the Board Observer is supplied with a copy of all relevant board papers which are dispatched to members of the board of directors (and all subcommittees thereof); provided, however, that of the Observer will be subject to Borrower for the purposes of a Board Meeting generally at the same obligations of confidentiality time as they are dispatched to which all those members of the Parent Company’s board members are subject, and the Unsecured Lenders acknowledge and agree that the Observer shall each recuse himself/herself from any portion of any meeting that pertains to the Unsecured Lenders or their respective affiliates (other than in respect of the Unsecured Debentures). The Observer may participate in the discussions of matters brought to the Parent Company’s board of directors provided of the Borrower (or the Original Borrower, as the case may be). (D) The Agent, the Original Lender (or the Arranger acting on its behalf) or Eleuthera SPC agree that as a condition to their representative acting as a Board Observer, such Observer person shall have no voting rights. The Observer shall also undertake to cooperate with the Borrower and fulfil any and all necessary formalities requested by the competent authorities or by applicable laws, as well as comply with any applicable laws, in each case as the same apply to their role as a Board Observer, in all cases during the Relevant Time only. (E) Notwithstanding the foregoing, where the Borrower’s (or Original Borrower’s) board of directors resolve, acting reasonably and in good faith, that a matter to be entitled discussed gives rise to an actual bona fide conflict of interest between the Lenders and the Borrower (or, prior to the same indemnificationFirst Effective Date, insurance and other protections to which the other members Original Borrower), the Board Observer may be excluded from the part of the Parent Company’s board meeting (and from the distribution list for any such associated written materials) where the matter giving rise to such conflict of interest is discussed, in all cases during the Relevant Time only. (F) Notwithstanding any other term in this Clause 18.8 (Board Observer), on and from the SPAC Listing Date, if the Parties are entitled. The Parent Company shall reimburse unable to obtain the Observer for necessary information pursuant to the reasonable out-of-pocket expenses incurred terms of this Agreement and/or agree any suitable additional information rights (whether by such Observer in connection with satisfying his way of an amendment to the existing information covenants herein or her role as Observerotherwise), up to a maximum amount of $25,000 in any 12-month periodthen the Borrower shall, unless otherwise agreed in writing between the Parent Company and an Observer. The Requisite Unsecured Lenders may replace the Observer with a different Observer at any time on or following the SPAC Listing Date, absent any such agreement or access to the relevant information above, grant the Arranger the right to perform an audit at any time upon request which will include providing the Arranger with access to the Borrower’s premises and the right to inspecting the Borrower’s board minutes and books. The Arranger may at its discretion refrain from exercising the information and audit rights if the Arranger acting in their its sole discretion by providing written notice thereof believes that such information or audit may provide it with material non-public information affecting the ability of the Lender Designate to sell the Parent Company. Each Observer shall enter into a customary form of board observer agreement with the Parent Company and the Collateral Agent prior toSPAC Conversion Shares. (G) In this Clause 18.8 (Board Observer), concurrently with, or as soon as practicable after the appointment as an Observer.“Board Meeting” means any meeting of:

Board Observer. The Unsecured Lenders are (a) From the Closing Date and until the date the Sponsor Parties, including the parties to the Interim Financing named on Schedule III, the members of the Sponsor and their respective Permitted Transferees, in the aggregate, Beneficially Own less than 5% of the outstanding Holdco Ordinary Shares (after taking into account any securities of Holdco Beneficially Owned by the Sponsor Parties convertible into Holdco Ordinary Shares) (the “Sponsor Sunset Date”), the Sponsor shall be irrevocably and unconditionally entitled to designate one (subject 1) observer on the board of directors of Holdco (the “Holdco Board”) (the “Sponsor Board Observer”). (b) The Sponsor Board Observer may resign at any time upon written notice to the express terms hereofHoldco Board. (c) granted The Sponsor shall have the exclusive right to appoint one designate the Sponsor Board Observer to fill any vacancies created by reason of the death, removal or resignation of a Sponsor Board Observer, and Holdco shall take all reasonably necessary action to cause any such vacancy to be filled by a replacement Sponsor Board Observer as promptly as reasonably practicable. (d) Xxxxxx agrees that it will invite the Sponsor Board Observer to attend, in a non-voting observer to the Parent Company’s board of directors (an “Observer”). The identity of the Observer will be determined by those Unsecured Lenders holding at least 50.1% of the principal amount of the Unsecured Debentures held by Unsecured Lenders collectively. The Observer shall be provided with notice of, and relevant materials to be considered atcapacity, all meetings of the Holdco Board for the purposes of permitting the Sponsor Board Observer to have current information with respect to the affairs of Holdco and the actions taken by the board of directors of the Parent Company (and all subcommittees thereof) and shall be entitled to attend and participate (other than voting) in all meetings of the Parent Company’s board of directors (and all subcommittees thereof)directors; provided, however, that the Sponsor Board Observer will may be subject to the same obligations of confidentiality to which excluded from all of the Parent Company’s board members are subject, and the Unsecured Lenders acknowledge and agree that the Observer shall each recuse himself/herself from or any portion of any such meeting that pertains of the Holdco Board to the Unsecured Lenders extent that the Holdco Board determines in good faith and upon the advice of counsel to Holdco that such exclusion is required to preserve the attorney-client privilege between Holdco and its counsel, or their to the extent the respective affiliates (interests of Holdco, on one hand, and the Sponsor, on the other than in respect hand, as to the matter(s) to be discussed or actions to be taken during such portion of such meeting of the Unsecured Debentures). The Observer may participate Holdco Board, conflict or could be perceived to conflict (in the discussions good faith judgment of matters brought the Holdco Board). (e) In no event shall the Sponsor Board Observer: (i) be deemed to be a member of the Holdco Board or any committee thereof; (ii) have the right to vote on any matter under consideration by Holdco Board or otherwise have any power to cause Holdco to take, or not to take, any action; or (iii) have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to Holdco or its shareholders or any duties (fiduciary or otherwise) otherwise applicable to the Parent Company’s board directors of Holdco. As a non-voting observer, subject to the proviso in Section 1.10(d), the Sponsor Board Observer will also be provided (concurrently with delivery to the directors of Holdco and in the same manner delivery is made to them) copies of all notices, minutes, consents, and all other materials or information (financial or otherwise) that are provided to the directors with respect to a meeting or any written consent in lieu of meeting; provided, that such the failure to deliver or make available one or more of the items described in this sentence shall not affect the validity of any action taken by the Holdco Board. (f) Notwithstanding anything to the contrary herein, prior to the Sponsor Board Observer being entitled to attend any meeting of the Holdco Board or receive the information specified in Section 1.10(e), the Sponsor Board Observer shall have no voting rights. The Observer shall also be entitled execute and deliver to the same indemnification, insurance and other protections to which the other members of the Parent Company’s board are entitled. The Parent Company shall reimburse the Observer for the reasonable out-of-pocket expenses incurred by such Observer in connection with satisfying his or her role as Observer, up to a maximum amount of $25,000 in any 12-month period, unless otherwise agreed in writing between the Parent Company and an Observer. The Requisite Unsecured Lenders may replace the Observer with a different Observer at any time in their sole discretion by providing written notice thereof to the Parent Company. Each Observer shall enter into Holdco a customary confidentiality agreement in form of board observer agreement with the Parent Company and the Collateral Agent prior to, concurrently with, or as soon as practicable after the appointment as an Observersubstance reasonably satisfactory to Holdco.

Board Observer. The Unsecured Lenders are and shall be irrevocably and unconditionally (subject Prior to the express terms hereof) granted Board Trigger Event, Holders of a majority in aggregate principal amount of the outstanding Notes shall have the right to appoint designate one representative (the “Observer”) to attend all meetings of the Board of Directors of Holdings as a non-voting observer by notifying Holdings in writing or by directing the Trustee to the Parent Company’s board of directors (an “Observer”). The identity of the Observer will be determined by those Unsecured Lenders holding at least 50.1% of the principal amount of the Unsecured Debentures held by Unsecured Lenders collectivelynotify Holdings in writing. The Observer shall be provided with entitled to (i) notice of, and relevant materials to be considered at, of all meetings of the board Board of directors Directors of Holdings in the manner that notice is provided to members of the Parent Company Board of Directors of Holdings, (and ii) receive all subcommittees thereofmaterials provided to members of the Board of Directors of Holdings, (iii) and shall be entitled to attend and participate (other than votingwhether in person, by telephone, or otherwise) in all meetings of the Parent Company’s board Board of directors (and all subcommittees thereof); provided, however, that the Observer will be subject to the same obligations Directors of confidentiality to which all of the Parent Company’s board members are subjectHoldings as a non-voting observer, and the Unsecured Lenders acknowledge (iv) receive payment of reasonable and agree that the Observer shall each recuse himself/herself from any portion customary fees and reimbursement of any meeting that pertains to the Unsecured Lenders or their respective affiliates (other than in respect of the Unsecured Debentures). The Observer may participate in the discussions of matters brought to the Parent Company’s board of directors provided that such Observer shall have no voting rights. The Observer shall also be entitled to the same indemnification, insurance and other protections to which the other members of the Parent Company’s board are entitled. The Parent Company shall reimburse the Observer for the reasonable out-of-pocket expenses incurred by paid to other members of the Board of Directors of Holdings; provided, that for avoidance of doubt, the Observer shall not be entitled to receive any compensation or indemnity from Holdings or the Company for acting in such Observer capacity. The Holders of a majority in connection with satisfying his or her role as Observer, up to a maximum aggregate principal amount of $25,000 in any 12-month period, unless otherwise agreed in writing between the Parent Company outstanding Notes may remove the Observer and an Observer. The Requisite Unsecured Lenders may replace the Observer in the event of the Observer’s removal, death or resignation by notifying the Company in writing or by directing the Trustee to notify the Company in writing. Notwithstanding anything to the contrary contained herein, Holdings reserves the right to exclude any such Observer from the relevant portion of any meeting or any delivery of any particular materials if Holdings reasonably believes that: (i) upon the advice of counsel, attendance at such portion of such meeting or receipt of such materials would likely cause Holdings or any of its subsidiaries to lose the benefit of protection in respect of what would otherwise be privileged legal communications; (ii) attendance at such portion of such meeting will include discussions of matters with respect to which Holdings or any of its subsidiaries, on the one hand, and the Holders or the Observer, on the other, are directly adverse; (iii) upon the advice of counsel, attendance at such portion of such meeting or receipt of such materials is prohibited by a confidentiality agreement with a different Observer third party that is binding on Holdings or any of its subsidiaries; or (iv) attendance at such portion of such meeting or receipt of such materials would require Holdings to publicly disclose any time non-public information in their sole discretion by providing written notice thereof accordance with applicable law; provided, that with respect to the Parent Company. Each provisions in clause (iii) and (iv), Holdings shall not have the right to exclude the Observer shall enter if the Observer enters into a customary form confidentiality agreement reasonably acceptable to Holdings and the Observer pursuant to which the Observer agrees to keep the matters discussed at such portion of board observer agreement such meeting or such particular materials, as applicable, confidential (to the extent required by such confidentiality agreement, in the case of clause (iii), or to the extent required so that the Company need not make such public disclosure in the case of clause (iv)). Holdings will provide reasonable advance notice if it intends to exclude the Observer from attending any portion of any meeting or from receiving any particular materials, describing the basis for such exclusion, and shall cooperate with the Parent Company and Observer in good faith to limit to the Collateral Agent prior to, concurrently with, maximum extent reasonably possible the degree to which the Observer will be excluded from such portions of such meetings or as soon as practicable after the appointment as an Observerreceiving such materials.

Board Observer. The Unsecured Lenders are (a) As of the Effective Time and shall be irrevocably until the earlier of (i) December 31, 2018 and unconditionally (ii) the date of the first quarterly meeting of the TNK Board following the date on which the average of the closing price of a share of TNK Class A Common Stock for the immediately preceding fifteen (15) trading days is greater than the product of (A) 1.25 and (B) the closing price of a share of TNK Class A Common Stock on the trading day immediately prior to the date of this Agreement, and subject to the express terms hereof) granted and conditions set forth in this Section 8.10, the Special Committee shall have the right to appoint designate a single representative (the “Board Observer”) to attend all meetings of the TNK Board in an observer capacity. The Board Observer shall be determined as follows: (x) (1) the Special Committee may propose two candidates who are employees of any of TIL’s five largest shareholders (such five largest shareholders to be determined as of the date of this Agreement) to serve as the Board Observer (following consultation of the Special Committee with such of TIL’s large shareholders regarding such candidates as the Special Committee determines appropriate in its sole discretion) and (2) TNK shall choose, in its sole discretion but without unreasonable delay, one non-voting observer of the two such candidates proposed by the Special Committee to be the Board Observer to serve as the Board Observer commencing as of the Effective Time or (y) the Special Committee may propose one candidate who is not an employee of, or affiliated with, any of TIL’s five such largest shareholders to serve as the Board Observer commencing as of the Effective Time, subject to (1) TNK’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (2) TNK’s right to interview the candidate proposed by the Special Committee to be the Board Observer for the purpose of determining whether to grant such consent; provided that if TNK does not consent to the Parent Companycandidate proposed by the Special Committee pursuant to clause (y), the Special Committee may continue to propose candidates to serve as the Board Observer pursuant to clause (x) or clause (y) until TNK chooses or consents to one such Board Observer candidate in accordance with the terms of this Section 8.10(a). In the event that the Board Observer resigns, dies or is otherwise unwilling or unable to continue to serve as the Board Observer, the Special Committee may nominate replacements to serve as the Board Observer following the procedures set forth in the immediately preceding sentence. Notwithstanding the foregoing, TNK shall have no obligation to select or consent to, as applicable, a Board Observer that (A) is affiliated with a competitor of TNK or (B) has been convicted of a felony involving (i) moral turpitude or (ii) a violation of federal, state or foreign securities laws. (b) The Board Observer will not constitute a director of the TNK Board and will not be entitled to vote on, or consent to, any matters presented to the TNK Board, and will not be counted towards a quorum. For the avoidance of doubt, TNK’s board failure to comply with any of directors the provisions set forth in this Section 8.10 will not in any way affect the validity of any actions of the TNK Board. TNK will (an i) give the Board Observer written notice of each meeting of the TNK Board at the same time and in the same manner as notice is given to members of the TNK Board, (ii) provide the Board Observer with copies of all written materials and other information at the same time such materials and information are furnished to members of the TNK Board, (iii) provide the Board Observer with the same right to attend (whether in person or by telephone or other means of electronic communication) such meetings as is given to the members of the TNK Board, (iv) provide the Board Observer with the same opportunity as the members of the TNK Board to request additional information regarding TNK and communicate with and receive information from members of TNK management and (v) provide the Board Observer information regarding all committees of the Board that the Board Observer reasonably requests. As a condition to TNK’s obligations hereunder, the Board Observer will agree to enter into, comply with, and be bound by, in all respects, the terms and conditions of a Board Observer Agreement in substantially the form attached hereto as Exhibit A (the “ObserverBoard Observer Agreement”). The identity Board Observer Agreement will be provided to the Board Observer within two days of his or her selection or approval, as applicable, and the Board Observer will have all of the rights and privileges provided for under this Section 8.10 and the Board Observer will be determined by those Unsecured Lenders holding at least 50.1% Agreement upon his or her execution and delivery of the principal amount Board Observer Agreement to TNK. Notwithstanding any rights to be granted or provided to the Board Observer hereunder, the TNK Board may exclude the Board Observer from access to any materials or attendance at any meeting or portion thereof if and to the extent that the TNK Board is advised by outside counsel that (i) such access or attendance is reasonably likely to result in the loss of the Unsecured Debentures held by Unsecured Lenders collectively. The Observer shall be provided attorney-client privilege between TNK or any of its Subsidiaries and their respective counsel, (ii) such withholding or exclusion is required for TNK or its Subsidiaries to comply with notice ofany applicable Law or (iii) there is an actual or potential conflict of interest between TNK and/or any of its Subsidiaries, on the one hand, and relevant materials to be considered atthe Board Observer and/or its Affiliates, all meetings of on the board of directors of the Parent Company (and all subcommittees thereof) and shall be entitled to attend and participate (other than voting) in all meetings of the Parent Company’s board of directors (and all subcommittees thereof)hand; provided, however, that TNK will use its reasonable best efforts to provide the Board Observer will be subject with access to such materials or other information to the same obligations of confidentiality to which all of fullest extent possible in a manner that does not have the Parent Company’s board members are subjecteffects described in clauses (i), (ii) and the Unsecured Lenders acknowledge and agree that the Observer shall each recuse himself/herself from any portion of any meeting that pertains to the Unsecured Lenders or their respective affiliates (other than in respect of the Unsecured Debenturesiii). The TNK shall (1) compensate the Board Observer may participate in the discussions of matters brought to the Parent Company’s board of directors provided that such Observer shall have no voting rights. The Observer shall also be entitled to same amount and at the same indemnification, insurance and other protections to which times as it compensates the other members of the Parent Company’s board are entitled. The Parent Company TNK Board (provided that (x) the Board Observer shall receive the entire value of its compensation in the form of cash and (y) the Board Observer shall be compensated pro rata for any service performed prior to a payment date if the Board Observer is no longer serving in such position as of such payment date), (2) reimburse the such Board Observer for the all of his or her of reasonable out-of-pocket expenses incurred by such the Board Observer in connection with satisfying his or her role attendance at meetings of the TNK Board (in accordance with the terms of TNK’s travel and expense policy for TNK directors), (3) maintain a D&O Insurance policy for the Board Observer with benefits and levels of coverage no less favorable to the Board Observer than the D&O Insurance policy applicable to the members of the TNK Board, and (4) indemnify and hold harmless such Board Observer in accordance with and pursuant to the Board Observer Agreement. For the avoidance of doubt, the Board Observer shall cease to serve in such capacity upon the date that the Special Committee no longer has a right to designate a Board Observer pursuant to Section 8.10(a) of this Agreement. (c) The provisions of this Section 8.10 are (i) intended to be for the benefit of, and shall be enforceable by, each Board Observer and each member of the Special Committee. The obligations of TNK and the Surviving Company under this Section 8.10 shall not be terminated or modified in such a manner as to adversely affect the rights of the Board Observer, up to a maximum amount the Special Committee or the members of $25,000 in any 12-month period, the Special Committee unless otherwise agreed (x) such termination or modification is required by applicable Law or (y) the Board Observer and the members of the Special Committee shall have consented in writing between to such termination or modification (it being expressly agreed that the Parent Company and an Observer. The Requisite Unsecured Lenders may replace the Board Observer with a different Observer at any time in their sole discretion by providing written notice thereof to the Parent Company. Each Observer shall enter into a customary form of board observer agreement with the Parent Company and the Collateral Agent members of the Special Committee shall be third-party beneficiaries of this Section 8.10). For the avoidance of doubt, the members of the Special Committee may enforce the provisions of this Section 8.10 following the Effective Time (even though the Special Committee shall have ceased to exist at such time), and at the Effective Time the rights of the Special Committee under this Section 8.10 shall become the personal rights of the former members of the Special Committee, provided, however, that the members of the Special Committee and the Board Observer may not assign, delegate or otherwise transfer any of its rights or obligations under this Section 8.10 without the prior to, concurrently with, or as soon as practicable after the appointment as an Observerwritten consent of TNK.

Board Observer. (a) The Unsecured Lenders are and Company shall be irrevocably and unconditionally ensure that, at any time from the Acquisition Closing Date, the holders of more than 50% of the aggregate principal amount of the outstanding Notes (subject to the express terms hereofincluding, without limitation, Additional Notes) granted shall have the right to appoint one non-voting observer (“Board Observer”) to the Parent Company’s board Board of directors Directors (an the “ObserverBoard”). The identity ) of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and its subsidiaries, and all committees thereof or acting in lieu of such Board, it being understood that (i) such Board Observer will be must have adequate legal and individual reputational capacity to serve as the Board Observer, as determined by those Unsecured Lenders holding at least 50.1% of the principal amount of the Unsecured Debentures held by Unsecured Lenders collectively. The Company, acting reasonably, (ii) such Board Observer shall be provided with notice of, and relevant materials to be considered at, all meetings of the board of directors of the Parent Company (and all subcommittees thereof) and shall be entitled to attend and participate (other than voting) in receive all meetings materials distributed to all members of the Parent Company’s board of directors (and all subcommittees thereof); providedmembers of each committee) in their capacity as such, however, that the (iii) such Board Observer will be subject to the same obligations of confidentiality to which all of the Parent Company’s board members are subject, and the Unsecured Lenders acknowledge and agree that the Observer shall each recuse himself/herself from any portion of any meeting that pertains to the Unsecured Lenders or their respective affiliates (other than in respect of the Unsecured Debentures). The Observer may participate in the discussions of matters brought to the Parent Company’s board of directors provided that such Observer shall not have no voting rights. The Observer shall also power but will be entitled to attend all meetings and to receive all information and notices provided to members of the board, subject to customary exceptions for privilege, confidentiality obligations and conflicts of interest, (iv) the Company will reimburse such Board Observer for all reasonable travel and other reasonable and documented out of-pocket expenses related to such Board Observer’s role or the performance of its duties as a Board Observer in the same indemnification, insurance and other protections to which the manner as other members of the Parent Company’s board are entitled. The Parent Board, (v) such Board Observer shall maintain the confidential nature of the information regarding the Company shall reimburse and its subsidiaries made available or provided to the Observer for the reasonable out-of-pocket expenses incurred by such Board Observer in connection with satisfying his or her its role as such (such information, the “Board Information”) and not use any Board Information except solely within the scope of the Board Observer’s role as a Board Observer and not disclose the Board Information other than to such of its affiliates with a need to know the Board Information, up in each case subject to a maximum amount exceptions to be agreed by the Company, acting reasonably, (vi) the Company will hold regular meetings of $25,000 its Board and reasonable prior notice of the date of each such meeting will be provided by the Board Observer and (vii) such Board Observer shall be entitled to certain other rights reasonably acceptable to the Company (including the right to not partake in any 12-month periodof the above activities or receive any of the above information). (b) Upon redemption or repayment in full of the Notes or satisfaction, unless otherwise agreed discharge or other termination of this Indenture and as long as warrants issued in writing between connection with the Parent offering as described in this offering circular remain outstanding, warrant holders shall have the right to appoint one Board Observer to the Board of the Company or equivalent governing body of the Company or any holding company or subsidiary of the Company from time to time that effectively functions as the “board” of the Company and an Observer. The Requisite Unsecured Lenders may replace the Observer with a different Observer at any time its subsidiaries, and all committees thereof or acting in their sole discretion by providing written notice thereof lieu of such Board, subject to the Parent Company. Each Observer shall enter into a customary form of board observer agreement with the Parent Company conditions and the Collateral Agent prior to, concurrently with, or as soon as practicable after the appointment as an Observerrequirements listed above.

Board Observer. (a) The Unsecured Lenders are and Borrower shall permit a single designee of the Administrative Agent to be irrevocably and unconditionally (subject to the express terms hereof) granted the right to appoint one non-voting a board observer to the Parent Company’s board of directors Borrower (an the “Board Observer”). The identity of In such capacity, the Board Observer will be determined by those Unsecured Lenders holding at least 50.1% of the principal amount of the Unsecured Debentures held by Unsecured Lenders collectively. The Observer shall be provided with notice of, and relevant materials to be considered at, all meetings of the board of directors of the Parent Company (and all subcommittees thereof) and shall be entitled to attend and participate (other than voting) in all regularly scheduled meetings of the Parent Board, including but not limited to regularly scheduled meetings occurring each fiscal quarter, and may attend all other meetings of the Board of the Borrower by invitation. The Borrower shall ensure that the Board Observer is invited to each such meeting at the same time as each other member of the Board and that such Board Observer receives all board materials at the same time as each other member of the Board (which board materials Administrative Agent shall share promptly with each Lender); provided that any such material may be redacted by Xxxxxxxx, and Borrower may exclude the Board Observer from meetings of the Board, (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, (ii) if such Board Observer is a competitor of the Company’s board of directors , (and all subcommittees thereofiii) in order to protect individually identifiable health information (as defined under HIPAA), or (iv) to the extent such materials or meetings relate to the executive committee or compensation audit committee; provided, howeverfurther, that such redactions and the exclusion of the Board Observer will are restricted so as to be subject only as extensive as is reasonably necessary in order to exclude or prevent access to the same obligations of confidentiality Board Observer to which all information described herein. If appointed, the Board Observer may resign or withdraw at any time, or, at the request of the Parent Company’s board members are subjectBorrower or the Administrative Agent, and be replaced by a designee of the Unsecured Lenders acknowledge and agree Administrative Agent that the Observer shall each recuse himself/herself from any portion of any meeting that pertains is reasonably acceptable to the Unsecured Lenders or their respective affiliates Borrower. (other than in respect of b) Without otherwise limiting the Unsecured Debentures). The Observer may participate in Administrative Agent’s and Xxxxxxx’ right to expense reimbursement hereunder, the discussions of matters brought to the Parent Company’s board of directors provided that such Observer shall have no voting rights. The Observer shall also be entitled to the same indemnification, insurance and other protections to which the other members of the Parent Company’s board are entitled. The Parent Company Borrower shall reimburse the Observer Administrative Agent for the all reasonable and documented out-of-pocket expenses incurred by such or on behalf of the Administrative Agent or the Board Observer in attending any in-person meetings of the board of directors thereof or otherwise in connection with satisfying his or her role as Observer, up to a maximum amount the exercise of $25,000 in any 12-month period, unless otherwise agreed in writing between the Parent Company and an Observer. The Requisite Unsecured Lenders may replace the Observer with a different Observer at any time in their sole discretion by providing written notice thereof to the Parent Company. Each Observer shall enter into a customary form of board observer agreement with the Parent Company and the Collateral Agent prior to, concurrently with, or as soon as practicable after the appointment as an Observerrights hereunder.

Board Observer. The Unsecured Lenders are a) For purposes of this Section 9, the term “Company” refers to each of Community Shores and the Bank. Commencing upon the closing of the Rights Offering, the Company will permit the Backstop Party to designate, at its sole discretion, one (1) individual to attend all Board of Directors meetings of the Company as an observer (the “Board Observer”) for the periods specified in Subsection (a)(i) below. For the avoidance of doubt, the Board Observer shall not have voting rights or fiduciary obligations to the Company or its shareholders, but shall be irrevocably bound by the same confidentiality and unconditionally ixxxxxx xxxxxxx obligations as the members of the Board. i. The initial Board Observer designated by the Backstop Party shall be Bxxxx X. Xxxxx, Xx. (“Mr. Essex”), who may act as a Board Observer until the Company’s annual meeting of the Board in May of 2016. At the 2016 Annual Meeting of the Board, the Backstop Party may designate Mr. Essex, or another individual subject to the express terms hereofprior approval of the Board, which shall not be unreasonably withheld, to continue to act as a Board Observer until the 2017 Annual Meeting of the Board. At the 2017 and 2018 Annual Meetings of the Board, the Backstop Party may designate an individual to serve as a Board Observer, but the Board may, in its sole discretion, elect to withhold the right of such individual, or any individual, to act (or to continue to act) granted as a Board Observer. ii. The Company will provide the Board Observer with actual notice of all regular and special meetings of the Company’s Board of Directors in the same manner as provided to directors, and will provide to such Board Observer a copy of all materials and information distributed at or prior to such meetings or otherwise to the directors of the Company. Such meetings will be held in person at least quarterly. The Board Observer shall execute a confidentiality agreement in form and substance reasonably satisfactory to the Company prior to participating in a meeting of the Board or receiving related materials and information. Notwithstanding the foregoing, (1) the Board Observer may not attend any portion of a meeting of the Board during which a transaction or agreement with or for the benefit of the Backstop Party or any affiliate is being considered by the Board; (2) the Board shall have the right to appoint one nonrequire the Board Observer to leave any meeting if the Board needs to deliberate independently; and (3) the Board may exclude the Board Observer from any meeting or portion thereof if access to information discussed or presented or attendance at such meeting would adversely affect the attorney-voting observer to client privilege between the Parent Company’s board Company and its counsel. Attendance of directors (an “Observer”). The identity a Board Observer at a meeting of the Observer will Board shall not be determined by those Unsecured Lenders holding at least 50.1% of the principal amount of the Unsecured Debentures held by Unsecured Lenders collectively. required to establish a quorum for such meeting. b) The Observer shall be provided with notice ofBackstop Party may, and relevant materials to be considered at, all meetings of the board of directors of the Parent Company (and all subcommittees thereof) and shall be entitled to attend and participate (other than voting) in all meetings of the Parent Company’s board of directors (and all subcommittees thereof); provided, however, that the Observer will be subject to the same obligations of confidentiality to which all of the Parent Company’s board members are subject, and the Unsecured Lenders acknowledge and agree that the Observer shall each recuse himself/herself from any portion of any meeting that pertains to the Unsecured Lenders or their respective affiliates (other than in respect of the Unsecured Debentures). The Observer may participate in the discussions of matters brought to the Parent Company’s board of directors provided that such Observer shall have no voting rights. The Observer shall also be entitled to the same indemnification, insurance and other protections to which the other members of the Parent Company’s board are entitled. The Parent Company shall reimburse the Observer for the reasonable out-of-pocket expenses incurred by such Observer in connection with satisfying his or her role as Observer, up to a maximum amount of $25,000 in any 12-month period, unless otherwise agreed in writing between the Parent Company and an Observer. The Requisite Unsecured Lenders may replace the Observer with a different Observer at any time in their sole discretion time, terminate its right under this Section 9 by providing written notice thereof of such termination to the Parent Company. Each Observer shall enter into a customary form of board observer agreement with The rights provided by this Section 9 may not be assigned by the Parent Company and the Collateral Agent prior to, concurrently with, or as soon as practicable after the appointment as an ObserverBackstop Party.

Board Observer. (A) The Unsecured Original Borrower and the Borrower (from the Effective Date only) shall procure that, at all times from and including the Closing Date (or the Effective Date, in the case of the Borrower) until and excluding the Effective Date in the case of the Original Borrower or the SPAC Listing Date in the case of the Borrower (each, the “Relevant Time”), a representative of the Agent or the Original Lender (or the Arranger acting on its behalf), or Eleuthera SPC (the “Board Observer”) shall be entitled to attend each Board Meeting on behalf of the Lenders are on the condition that the Board Observer shall attend Board Meetings as an observer only and shall be irrevocably and unconditionally not: (subject 1) have any rights or liabilities in relation to the express terms hereof) granted the right to appoint one non-voting observer to the Parent Company’s board direction or conduct of directors (an “Observer”). The identity any management of any member of the Group as a result of attending Board Meetings; or (B) be entitled to vote at, or count in the quorum for, any Board Meeting. At all times during the Relevant Time, the Borrower and/or Original Borrower (as the case may be) shall procure that the Board Observer will be determined by those Unsecured Lenders holding at least 50.1% is given notice of Board Meetings: (1) as soon as reasonably practicable; (2) no later than the time that notice of the principal amount of the Unsecured Debentures held by Unsecured Lenders collectively. The Observer shall be provided with notice of, and relevant materials Board Meeting is given to be considered at, all meetings members of the board of directors of the Parent Company Borrower generally; (and all subcommittees thereof3) and shall no later than the time that notice of the relevant Board Meeting is required to be entitled given pursuant to attend and participate the constitutional documents of the Borrower; and (other than voting4) in all meetings any event, no later than 10 Business Days prior to the relevant Board Meeting (unless the Chairman of the Parent Company’s Board of Directors reasonably deems it important for the commercial interest of the Company to convene the Board Meeting earlier than this). (C) At all times during the Relevant Time, the Borrower (or the Original Borrower, prior to the Effective Date) shall procure that the Board Observer is supplied with a copy of all relevant board papers which are dispatched to members of the board of directors (and all subcommittees thereof); provided, however, that of the Observer will be subject to Borrower for the purposes of a Board Meeting generally at the same obligations of confidentiality time as they are dispatched to which all those members of the Parent Company’s board members are subject, and the Unsecured Lenders acknowledge and agree that the Observer shall each recuse himself/herself from any portion of any meeting that pertains to the Unsecured Lenders or their respective affiliates (other than in respect of the Unsecured Debentures). The Observer may participate in the discussions of matters brought to the Parent Company’s board of directors provided of the Borrower (or the Original Borrower, as the case may be). (D) The Agent, the Original Lender (or the Arranger acting on its behalf) or Eleuthera SPC agree that as a condition to their representative acting as a Board Observer, such Observer person shall have no voting rights. The Observer shall also undertake to cooperate with the Borrower and fulfil any and all necessary formalities requested by the competent authorities or by applicable laws, as well as comply with any applicable laws, in each case as the same apply to their role as a Board Observer, in all cases during the Relevant Time only. (E) Notwithstanding the foregoing, where the Borrower’s (or Original Borrower’s) board of directors resolve, acting reasonably and in good faith, that a matter to be entitled discussed gives rise to an actual bona fide conflict of interest between the Lenders and the Borrower (or, prior to the same indemnificationEffective Date, insurance and other protections to which the other members Original Borrower), the Board Observer may be excluded from the part of the Parent Company’s board meeting (and from the distribution list for any such associated written materials) where the matter giving rise to such conflict of interest is discussed, in all cases during the Relevant Time only. (F) Notwithstanding any other term in this Clause 18.8 (Board Observer), on and from the SPAC Listing Date, if the Parties are entitled. The Parent Company shall reimburse unable to obtain the Observer for necessary information pursuant to the reasonable out-of-pocket expenses incurred terms of this Agreement and/or agree any suitable additional information rights (whether by such Observer in connection with satisfying his way of an amendment to the existing information covenants herein or her role as Observerotherwise), up to a maximum amount of $25,000 in any 12-month periodthen the Borrower shall, unless otherwise agreed in writing between the Parent Company and an Observer. The Requisite Unsecured Lenders may replace the Observer with a different Observer at any time on or following the SPAC Listing Date, absent any such agreement or access to the relevant information above, grant the Arranger the right to perform an audit at any time upon request which will include providing the Arranger with access to the Borrower’s premises and the right to inspecting the Borrower’s board minutes and books. The Arranger may at its discretion refrain from exercising the information and audit rights if the Arranger acting in their its sole discretion by providing written notice thereof believes that such information or audit may provide it with material non-public information affecting the ability of the Lender Designate to sell the Parent Company. Each Observer shall enter into a customary form of board observer agreement with the Parent Company and the Collateral Agent prior toSPAC Conversion Shares. (G) In this Clause 18.8 (Board Observer), concurrently with, or as soon as practicable after the appointment as an Observer.“Board Meeting” means any meeting of:

Board Observer. SatixFy shall permit one observer designated by MDA from time to time by written notice to SatixFy (together with any substitute individual that may designated to attend on such observer’s behalf, the “Board Observer”) to attend any regular meetings of the Board (or any relevant committees thereof) (each such meeting, a “BOD Meeting”) by telephone, video conference or, if held in person, in person, in each case at the election of the Board Observer, it being acknowledged that whether any particular BOD Meeting is via telephone, video conference or in person shall determined by SatixFy subject to its articles of association . The Unsecured Lenders are Board Observer shall not be a member of the Board and shall not be irrevocably entitled to vote on matters presented to or discussed by the Board (or any relevant committee thereof). The Board Observer shall execute and unconditionally deliver to SatixFy a confidentiality agreement in the form attached hereto as Exhibit A (subject the “Observer NDA”). MDA shall cause the Board Observer to comply with all relevant SatixFy internal policies and procedures, as in effect from time to time, including with respect to xxxxxxx xxxxxxx and conduct. MDA will not, and will cause the Board Observer not to, take any action relating to the express terms hereofsecurities of SatixFy which would constitute or could reasonably be expected to constitute xxxxxxx xxxxxxx, market manipulation or any other violation of applicable Law. MDA shall promptly notify SatixFy in writing of any known breach or threatened breach of this Agreement of which MDA becomes aware, including any known misuse or misappropriation of any Confidential Information by the Board Observer. SatixFy shall provide MDA and the Board Observer with written notice of the time and place of any BOD Meeting and all proposed actions to be taken by the Board (or any relevant committee thereof) granted as if the Board Observer were a member of the Board. The Board Observer shall have the right to appoint one non-voting observer receive all information provided to the Parent Company’s board of directors (an “Observer”). The identity members of the Board or any similar group performing an executive oversight or similar function (or any relevant committee thereof) as if the Board Observer will be determined was such a member, including any agendas, resolutions or other materials, in anticipation of, or at, such meeting (regular or special and whether telephonic, by those Unsecured Lenders holding at least 50.1% video conference or otherwise), in addition to copies of the principal amount records of the Unsecured Debentures held by Unsecured Lenders collectively. The Observer shall be proceedings or minutes of such meeting, when provided with notice of, and relevant materials to be considered at, all meetings of the board of directors of the Parent Company (and all subcommittees thereof) and shall be entitled to attend and participate (other than voting) in all meetings of the Parent Company’s board of directors (and all subcommittees thereof); provided, however, that the Observer will be subject to the same obligations of confidentiality to which all of the Parent Company’s board members are subjectsuch members, and the Unsecured Lenders acknowledge and agree that the Board Observer shall each recuse himself/herself from keep such materials and information confidential in accordance with the Board Observer NDA. The Board Observer may report and disclose to MDA any and all information received or observed by the Board Observer in the Board Observer’s capacity as such; provided that, MDA shall treat such information and materials as “Confidential Information” as such term is defined under the Non-Disclosure Agreement dated March 26, 2023 between MDA and SatixFy (the “MDA NDA”) and not disclose to any Person any portion of any meeting that pertains to the Unsecured Lenders or their respective affiliates (such information and/or materials other than in respect accordance with the terms of the Unsecured Debentures)MDA NDA. The Observer may participate in the discussions of matters brought to the Parent Company’s board of directors provided that such Observer shall have no voting rights. The Observer shall also be entitled to the same indemnification, insurance and other protections to which the other members of the Parent Company’s board are entitled. The Parent Company SatixFy shall reimburse MDA or the Observer Board Observer, as applicable, for the all reasonable out-of-pocket costs and expenses incurred by such the Board Observer in connection with satisfying his or her role as the Board Observer, up to a maximum amount of $25,000 ’s participation in any 12such BOD Meeting (including, for certainty, reasonable lodging and travel expenses) and on a basis that is at least as favourable as SatixFy’s management expense and travel policies in effect at the relevant time. Notwithstanding the foregoing, SatixFy may exclude Board Observer from access to any information, material or meeting or portion thereof if: (i) the Board concludes in good faith, upon advice of SatixFy’s legal counsel, that such exclusion is necessary to preserve the attorney-month periodclient or work product privilege between SatixFy or any of its Affiliates and its legal counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board, unless otherwise agreed in writing between independent auditors and/or legal counsel, as the Parent Company Board may designate and an Observer. The Requisite Unsecured Lenders may replace the Observer such limitation is reasonably necessary with a different Observer at any time in their sole discretion by providing written notice thereof respect to the Parent Company. Each Observer shall enter into applicable matters, (iii) such exclusion is necessary to avoid a customary form conflict of board observer agreement with interest between SatixFy and/or any of its Affiliates on the Parent Company one hand and MDA and/or any of its Affiliates on the Collateral Agent prior to, concurrently withother, or as soon as practicable after (iv) the appointment as an ObserverBoard concludes in good faith, upon advice of SatixFy’s legal counsel, that such exclusion is necessary in order for SatixFy to comply with applicable Law.

Board Observer. The Unsecured Lenders are and shall be irrevocably and unconditionally (subject 3.1 To the extent that the Manager is entitled to have a Board Observer present at the express terms hereof) granted the right to appoint one non-voting observer to the Parent Company’s board of directors (an “Observer”). The identity of the Observer will be determined by those Unsecured Lenders holding at least 50.1% of the principal amount of the Unsecured Debentures held by Unsecured Lenders collectively. The Observer shall be provided with notice of, and relevant materials to be considered at, all meetings of the board of directors Board or any committees of the Parent Company Board (and all subcommittees thereof) and collectively, "Board Meetings"), the provisions of this Article 3 will apply. 3.2 The Board Observer shall be entitled to receive notice of and to attend and participate (in person or by telephone, video conference or other than votingmeans) each Board Meeting (except in all meetings camera sessions to the extent members of management of the Parent Company’s board Manager are excluded from such in-camera sessions), whether such Board Meetings are held in person, by telephone, video conference or any other means. 3.3 The Board Observer shall have the right to take part in discussions and deliberations of directors matters brought before the Board. 3.4 The Board Observer shall not be entitled to vote on any matters brought before the Board or any committee of the Board. 3.5 The Corporation shall, in advance of each Board Meeting, send to the Board Observer all notices, consents, minutes, documents and other information and materials that it sends to members of the Board for purposes of the applicable Board Meeting, in their capacities as such (collectively, the "Board Materials"), at substantially the same time and all subcommittees thereof)in substantially the same manner (or as close as may be reasonably practicable thereto) as the Corporation sends the Board Materials to members of the Board. Notwithstanding the foregoing, in no event shall the failure to provide the Board Materials as described above in any way invalidate any action taken at a Board Meeting. 3.6 The Corporation shall deliver to the Board Observer copies of any written consent resolutions proposed to be adopted by the Board or any committee of the Board, at the same time as such written consent resolutions are circulated to members of the Board or any committee of the Board for signature, and shall advise the Board Observer as to the approval of such written consent resolutions. 3.7 The Board Observer shall not be entitled to any remuneration for acting in such capacity; provided, howeverhowever that all reasonable expenses of the Board Observer shall be borne by the Corporation, to the same extent that such expenses are borne by the Corporation for members of the Board. For greater certainty, the Manager hereby acknowledges and agrees that the Corporation shall have no obligation to pay directors fees or similar compensation or issue any options or other securities convertible into shares of the Corporation to the Board Observer in the Board Observer's capacity as such. 3.8 The Manager acknowledges that as a result of attending Board Meetings and receiving the Board Materials, the Board Observer will have access to confidential information of the Corporation, the disclosure of which could be detrimental to the interests of the Corporation. The Manager agrees that, subject to the same obligations provisions of confidentiality to which this Agreement, it shall cause the Board Observer to: (i) hold all of the Parent Company’s board members are subject, Board Materials and the Unsecured Lenders acknowledge and agree that the Observer shall each recuse himself/herself from any portion of any meeting that pertains to the Unsecured Lenders or their respective affiliates (all other than information in respect of the Unsecured Debentures)Corporation provided to him or her or learned by him or her in his/her capacity as Board Observer (including materials prepared by the Board Observer utilizing Board Materials or such other information) in strict confidence; (ii) not disclose, directly or indirectly, any such information to any person, except as permitted by this Agreement; and (iii) use any such information solely for the purposes reasonably related to the Manager acting as the manager pursuant to the Management Agreement or related to the interests of the Manager or its Affiliates as holders of Common Shares; (iv) comply with all applicable securities laws that may prohibit a Person who has material, non-public information in respect of the Corporation or any other information provided to him or her or learned by him or her in his/her capacity as Board Observer from trading in securities of the Corporation or any other entity to which such information relates; and (v) comply with all trading restrictions or black-out periods imposed by the Board. The Observer may participate in the discussions of matters brought to the Parent Company’s board of directors provided that such Board Observer shall have no voting rights. The Observer shall also be entitled to the same indemnificationdisclose all such information (or any portion thereof) to its Affiliates and their directors, insurance officers, employees, representatives, agents, lawyers, consultants, financial and other protections advisors (collectively, the "Representatives") provided that the Manager shall cause its Affiliates and their Representatives to which treat the other members information as confidential in a manner consistent with this Agreement and the Manager will be liable for any loss or damage resulting from a failure of its Affiliates and their Representatives to do so. This confidentiality provision will survive the termination of this Agreement. 3.9 The confidentiality obligations set out in Section 3.8 hereof shall not apply to information that: (i) was in the public domain at the time of its communication or disclosure or thereafter becomes part of the Parent Company’s board are entitled. The Parent Company shall reimburse public domain through no fault of the Observer for Manager, its Affiliates or their Representatives, as applicable; (ii) was in the reasonable out-of-pocket expenses incurred by possession of the Manager, its Affiliates or their Representatives, as applicable, at the time of its communication or disclosure and was not acquired from the Corporation; (iii) was received from a third party without an obligation of confidentiality, provided that the Manager, its Affiliates or their Representatives, as applicable, has no reason to believe such Observer in connection third party was under an obligation of confidentiality with satisfying his or her role as Observer, up to a maximum amount of $25,000 in any 12-month period, unless otherwise agreed in writing between the Parent Company and an Observer. The Requisite Unsecured Lenders may replace the Observer with a different Observer at any time in their sole discretion by providing written notice thereof respect to the Parent Company. Each Observer shall enter into information; or (iv) is required by law or an order of a customary form court of board observer agreement with the Parent Company and the Collateral Agent prior to, concurrently with, or as soon as practicable after the appointment as an Observercompetent jurisdiction to be disclosed.

Board Observer. The Unsecured Lenders are 15.1 Commencing on the date of this agreement, the board of directors of Opsys have the right to nominate an observer to attend all board meetings of CDT provided that such observer is approved as suitable by CDT, such approval not to be unreasonably withheld or delayed. After the exercise of the Opsys UK Option such right shall continue until Opsys ceases to hold an aggregate Shareholding in CDT of at least 4% of the whole of the issued share capital of CDT. CDT shall provide the observer with reasonable prior written notice of all meetings (both formal and informal) of the board of directors of CDT and such observer shall be irrevocably entitled to all information, papers and unconditionally (subject accounts presented to such directors in their capacity as directors. The expenses incurred by the express terms hereof) granted observer in attending the meetings shall be for the account of Opsys until the date on which the Opsys UK Option or the Opsys Option is exercised and completed after which time such expenses are payable by and for the account of CDT. 15.2 If the Opsys Option is exercised, the shareholders of Opsys on the date of such exercise shall have the right to appoint one non-voting an observer subject to the Parent Company’s board terms referred to in sub-clause 15.1 above where such right shall continue for such time as such shareholders hold an aggregate shareholding in CDT of directors (an “Observer”). The identity of the Observer will be determined by those Unsecured Lenders holding at least 50.14% of the principal amount whole of the Unsecured Debentures held by Unsecured Lenders collectively. The Observer shall be provided with notice ofissued share capital of CDT. 15.3 Where the Chairman of CDT, and relevant materials acting reasonably, considers that the observer has a direct commercial conflict relating to any matter to be considered at, all discussed at meetings of the board of directors of CDT, or the Parent Company information to which he is entitled under sub-clause 15.1, then on request by CDT (and all subcommittees thereof) and shall to be made one week in advance of such meeting or the date on which the observer would otherwise have been entitled to attend such information), the observer (at its discretion) shall either (a) absent itself from such meetings and participate part of such meetings and or forgo his entitlement to information as the case may be, or (other than votingb) in all meetings of the Parent Company’s board of directors (and all subcommittees thereof); provided, however, that the Observer will be subject appoint an alternative observer to the same obligations of confidentiality to which all of the Parent Company’s board members are subject, and the Unsecured Lenders acknowledge and agree that the Observer shall each recuse himself/herself from any portion of any meeting that pertains to the Unsecured Lenders or their respective affiliates (other than in respect of the Unsecured Debentures). The Observer may participate in the discussions of matters brought to the Parent Company’s board of directors provided that such Observer shall have no voting rights. The Observer shall also be entitled to the same indemnification, insurance and other protections to which the other members of the Parent Company’s board are entitled. The Parent Company shall reimburse the Observer for the reasonable out-of-pocket expenses incurred by such Observer in connection with satisfying his or her role as Observer, up to a maximum amount of $25,000 in any 12-month period, unless otherwise agreed in writing between the Parent Company and an Observer. The Requisite Unsecured Lenders may replace the Observer with a different Observer at any time in their sole discretion by providing written notice thereof to the Parent Company. Each Observer shall enter into a customary form of board observer agreement with the Parent Company and the Collateral Agent prior to, concurrently withmeeting, or to receive such information as soon the case may be, such observer to be approved as practicable after the appointment as an Observersuitable by CDT, such approval not to be unreasonably withheld or delayed.

Board Observer. The Unsecured Lenders are and Purchaser shall be irrevocably and unconditionally (subject to the express terms hereof) granted the right entitled to appoint one non-voting nonvoting observer (the “Observer”) to attend each meeting of the Parent Company’s board of directors (an the “ObserverBoard”)) or committee of the Board and to receive copies of all communications received by the Board members, including, without limitation, notices regarding the call of meetings, provided, however, that the Company reserves the right to exclude the Observer from access to any portion of materials or any portion of a meeting to the extent such portion of the materials or meeting contains information (i) the disclosure of which would, in the opinion of the Company or its counsel, adversely affect the attorney-client privilege between the Company and its counsel, (ii) the Board determines that the Observer has a conflict of interest that is specific to the Observer or (iii) the Board otherwise determines that Observers receipt of such materials or attendance at such meeting would materially and adversely affect the Company. Upon reasonable notice and at a scheduled meeting of the Board or such other time, if any, as the Board may determine in its sole discretion, Observer may address the Board with respect to the Purchaser’s concerns regarding significant business issues facing the Company. Prior to attendance at any meeting of the Company’s Board or the receipt of copies of any communications received by the Board members, the Observer shall enter into a standard Regulation FD Confidentiality Agreement reasonably acceptable to the Company. The identity Purchaser agrees and Observer or any other representative of the Observer will be determined by those Unsecured Lenders holding at least 50.1% of the principal amount of the Unsecured Debentures held by Unsecured Lenders collectively. The Observer Purchaser shall be provided with notice ofagree, to keep confidential and relevant materials to be considered atnot disclose, all meetings of the board of directors of the Parent Company (and all subcommittees thereof) and shall be entitled to attend and participate divulge, or use for any purpose (other than voting) to monitor its investment in all meetings the Company), including trading, any confidential information obtained from the Company pursuant to the terms of this Section 4.3 other than to the Parent Purchaser’s attorneys, accountants, consultants, and other professionals, to the extent necessary to obtain their services in connection with monitoring the Purchaser’s investment in the Company’s board of directors (and all subcommittees thereof); provided, however, that the Observer will be subject prior to the same obligations disclosure of confidentiality any confidential information obtained from the Company pursuant to which all the terms of this Section 4.3 to any of the Parent CompanyPurchaser’s board members are subjectrepresentatives, and the Unsecured Lenders acknowledge and agree that the Observer any such representative shall each recuse himself/herself from any portion of any meeting that pertains have entered into a standard Regulation FD Confidentiality Agreement reasonably acceptable to the Unsecured Lenders or their respective affiliates (other than in respect of the Unsecured Debentures). The Observer may participate in the discussions of matters brought to the Parent Company’s board of directors provided that such Observer shall have no voting rights. The Observer shall also be entitled to the same indemnification, insurance and other protections to which the other members of the Parent Company’s board are entitled. The Parent Company shall reimburse the Observer for the reasonable out-of-pocket expenses incurred by such Observer in connection with satisfying his or her role as Observer, up to a maximum amount of $25,000 in any 12-month period, unless otherwise agreed in writing between the Parent Company and an Observer. The Requisite Unsecured Lenders may replace the Observer with a different Observer at any time in their sole discretion by providing written notice thereof to the Parent Company. Each Observer shall enter into a customary form of board observer agreement with the Parent Company and the Collateral Agent prior to, concurrently with, or as soon as practicable after the appointment as an Observer.

Board Observer. The Unsecured Lenders are and DIRECTV shall be irrevocably and unconditionally (subject to the express terms hereof) granted have the right to appoint one designate a non-voting observer (the "DIRECTV Observer") to the Parent Company’s board Board, who shall be a Person reasonably acceptable to the Board, and who shall have the right to notice of directors (an “Observer”)and to attend all Board meetings. The identity Company shall provide to the DIRECTV Observer copies of all materials and full access to the information and materials provided to any of the Observer will be determined by those Unsecured Lenders holding at least 50.1% members of the principal Board (except where materials are provided only to a committee that was appointed by the Board) at the same time as the Board member(s) receive such materials subject to the limitation set forth in Section 2.9(a) hereof. The foregoing rights shall be qualified by the following: (a) in the event that the matter being considered by the Board directly concerns a transaction with a domestic distributor of the Hallmark Channel, with a distributor outside of the United States where DIRECTV or an Affiliate has operations, or with an entity affiliated with DIRECTV, the Board may exclude the DIRECTV Observer from such portion of the Board meeting dealing with such transaction and redact such information and materials from those provided to the DIRECTV Observer. However, if the Company issues any equity (or enters into any agreement or arrangement to issue any equity, or issues any securities that upon conversion or exercise thereof shall entitle the holder or any of its Affiliates to receive equity (collectively, "Equity")) to any other distributor of the Hallmark Channel, the Company shall give DIRECTV written notice of such issuance not less than ten (10) business days prior to such issuance and include therein the amount of Equity to be issued, the Unsecured Debentures held obligations assumed by Unsecured Lenders collectively. The Observer shall be provided such distributor in exchange for the Equity, including, without limitation, any obligations that are similar to those set forth on Schedule 10.11 of the DIRECTV Agreement, the obligations of the Company and its Affiliates in connection with notice ofsuch Equity issuance, and relevant materials to be considered at, all meetings the proportion of the board value of directors such obligations to the value of the Parent Company Equity issued to such other distributor; (b) DIRECTV shall be, and shall cause the DIRECTV Observer to be, obligated to hold in confidence any and all subcommittees thereof) and information received in any Board meeting or otherwise in the DIRECTV Observer's capacity as such, except to the extent that such information is publicly disclosed by the Company provided that the DIRECTV Observer shall be entitled to attend report any and participate all information to DIRECTV; (c) DIRECTV shall not, and shall ensure that the DIRECTV Observer does not, use such information for any purpose other than voting) in all meetings for DIRECTV's analysis of the Parent Company’s board 's financial condition and operations and shall comply, and cause the DIRECTV Observer to comply, with all limitations of directors law, including securities laws, regarding the use of such information; and (d) the right of DIRECTV to nominate or designate the DIRECTV Observer pursuant to this Section 2.9, and all subcommittees thereof); provided, however, that the Observer will be subject to the same related obligations of confidentiality the Company and each other Stockholder with respect thereto contained in this Section 2.9, shall terminate on the date that DIRECTV or any of its Affiliates ceases to which all collectively beneficially own in the aggregate at least 75% of the Parent Company’s board members are subjectshares of Company Common Stock set forth opposite DIRECTV's name on Appendix I (appropriately adjusted for stock splits, and the Unsecured Lenders acknowledge and agree that the Observer shall each recuse himself/herself from any portion of any meeting that pertains to the Unsecured Lenders dividends, or their respective affiliates (other than in respect of the Unsecured Debentures). The Observer may participate in the discussions of matters brought to the Parent Company’s board of directors provided that such Observer shall have no voting rights. The Observer shall also be entitled to the same indemnification, insurance and other protections to which the other members of the Parent Company’s board are entitled. The Parent Company shall reimburse the Observer for the reasonable out-of-pocket expenses incurred by such Observer in connection with satisfying his a combination of shares, recapitalization, merger, consolidation or her role as Observer, up to a maximum amount of $25,000 in any 12-month period, unless otherwise agreed in writing between the Parent Company and an Observer. The Requisite Unsecured Lenders may replace the Observer with a different Observer at any time in their sole discretion by providing written notice thereof to the Parent Company. Each Observer shall enter into a customary form of board observer agreement with the Parent Company and the Collateral Agent prior to, concurrently with, or as soon as practicable after the appointment as an Observerother reorganization).