Common use of Information and Inspection Rights Clause in Contracts

Information and Inspection Rights. (a) The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Preferred Holder holds any Preferred Shares, the Company will deliver to such Preferred Holder: (i) audited annual consolidated financial statements of the Group prepared and delivered by a “Big 4” accounting firm within ninety (90) days after the end of each fiscal year; (ii) unaudited quarterly consolidated financial statements of the Group within thirty (30) days of the end of each fiscal quarter; (iii) unaudited monthly consolidated financial statements and individual standard accounts of the Group within fifteen (15) days of the end of each month; (iv) a monthly management report in the form of Schedule 9 hereto within 20 days after the end of each month; (v) an annual budget for the Group within thirty (30) days prior to the end of each fiscal year; (vi) copies of all documents or other information sent to any Shareholder; (vii) upon the written request by the Preferred Holder, such other information as the Preferred Holder shall reasonably request within seven (7) days following receipt by the Company of notice from the Preferred Holder requesting such information, unless the Company demonstrates to the reasonable satisfaction of the Preferred Holder that more than seven (7) days is required to produce such information, in which case, within a reasonable period of time following receipt of such notice from the Preferred Holder; provided, that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, records or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Company; (viii) full details of any progress in the Company planned initial public offering involving all or part of the Group’s business; (ix) prompt notification of any withdrawal of any loan or credit facility of any Group Member in the ordinary course of business but exceeding $5,000,000 or loan or credit facility of any Group Member not occurring in the ordinary course of business and such Group Member’s efforts to restore the foregoing withdrawn loan or credit facility; (x) prompt notification of any material litigation or any circumstance that would reasonably likely to give rise to any material litigation; (xi) prior notification of any change in the equity holding structure of any Subsidiary or Affiliate of the Company or any joint venture to which the Company is a party; and (xii) prompt notification of resignation by any key management personnel (the above rights collectively referred to as the “Information Rights”). (b) The Company further covenants and agrees that, commencing on the date of this Agreement, for so long as any Preferred Holder holds any Preferred Shares, the Preferred Holder shall have the right, at its own expense (the “Inspection Rights”) to: (i) reasonably inspect facilities, records and books of the Company, any of its Subsidiaries at any time during regular working hours on reasonable prior notice to the Company and only in a manner so as not to interfere with the normal business operations of the Company and its Subsidiaries; and (ii) discuss the business, operation and conditions of the Company and any of its Subsidiaries with the Company’s directors, officers, employees, accountants, legal counsels and investment bankers at such reasonable times as may be requested by the Preferred Holder; provided that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, record or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Company. (c) The Information Rights and Inspection Rights shall terminate upon the consummation of a QIPO.

Information and Inspection Rights. (a) The Company covenants Holder shall be entitled to convene a meeting with members of the Owner’s senior management team up to two times per calendar year (or such additional number as the Owner may otherwise agree) for the purpose of keeping the Holder advised of material matters in respect of the Operations and agrees thatto allow the Holder to make suggestions regarding the Operations, commencing on which the date of this AgreementOwner will consider in good faith; provided, for so long as any Preferred Holder holds any Preferred Shareshowever, that if the Owner wishes to undertake an Additional Capital Project, the Company will deliver Holder shall be entitled to such Preferred Holder: (i) audited annual consolidated financial statements promptly have convened an additional meeting with members of the Group prepared and delivered by a “Big 4” accounting firm within ninety (90) Owner’s senior management team in connection with its evaluation of such Additional Capital Project, such meeting to occur no later than 10 days after the end of each fiscal year; (ii) unaudited quarterly consolidated financial statements of the Group within thirty (30) days of the end of each fiscal quarter; (iii) unaudited monthly consolidated financial statements and individual standard accounts of the Group within fifteen (15) days of the end of each month; (iv) a monthly management report in the form of Schedule 9 hereto within 20 days after the end of each month; (v) an annual budget for the Group within thirty (30) days prior to the end of each fiscal year; (vi) copies of all documents or other information sent to any Shareholder; (vii) upon the written request by the Preferred Holder, such other information as the Preferred Holder shall reasonably request within seven (7) days following receipt by the Company Holder of notice from the Preferred Holder requesting such information, unless the Company demonstrates to the reasonable satisfaction of the Preferred Holder that more than seven (7) days is required to produce such information, Approval Matter Supporting Material in which case, within a reasonable period of time following receipt respect of such notice from the Preferred Holder; provided, that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, records or other information if the Company is restricted from making such disclosure Additional Capital Project in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Company; (viii) full details of any progress in the Company planned initial public offering involving all or part of the Group’s business; (ix) prompt notification of any withdrawal of any loan or credit facility of any Group Member in the ordinary course of business but exceeding $5,000,000 or loan or credit facility of any Group Member not occurring in the ordinary course of business and such Group Member’s efforts to restore the foregoing withdrawn loan or credit facility; (x) prompt notification of any material litigation or any circumstance that would reasonably likely to give rise to any material litigation; (xi) prior notification of any change in the equity holding structure of any Subsidiary or Affiliate of the Company or any joint venture to which the Company is a party; and (xii) prompt notification of resignation by any key management personnel (the above rights collectively referred to as the “Information Rights”Section 6(b). (b) The Company further covenants Holder may, at the risk of the Holder, have access to the Properties up to two times per calendar year (and agrees thatsuch other time(s) as the Owner may agree) for the purposes of inspecting the Operations. The Holder must ensure that its representatives or consultant, commencing as the case may be, cause minimal inconvenience to or interference with the Operations and comply strictly with any safety regulations or instructions promulgated or given by or on behalf of the date of this Agreement, for so long as any Preferred Holder holds any Preferred SharesOwner. (c) Subject to the Owner’s obligations and restrictions under applicable securities laws, the Preferred Owner shall provide the Holder shall have the right, at its own expense (the “Inspection Rights”) towith: (i) reasonably inspect facilitiesreasonable access to the Owner’s scientific and technical data (including life of mine plans and related models, records work plans and books programs, permitting information, environmental studies and feasibility studies) for the Operations and results of Operations; (ii) quarterly reports of management of the Company, any Owner including a discussion of its Subsidiaries all material developments in respect of the Operations at any time during regular working hours the New Afton Mine in the previous quarter; (iii) other written reports (including technical reports) on reasonable prior notice the status of the Owner’s work programs with respect to the Company Operations as and only in a manner so as not to interfere with the normal business operations of the Company and its Subsidiarieswhen such reports are prepared; and (iiiv) discuss the business, operation and conditions all reports of the Company and New Afton Mine Independent Tailings Review Board. (d) For certainty, the Holder shall treat all information provided to it pursuant to this Section 17 (whether disclosed in writing, orally, visually, electronically or by any of its Subsidiaries with the Company’s directors, officers, employees, accountants, legal counsels and investment bankers at such reasonable times other means) as may be requested by the Preferred Holder; provided that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, record or other information if the Company is restricted from making such disclosure Confidential Information in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the CompanySection 11. (c) The Information Rights and Inspection Rights shall terminate upon the consummation of a QIPO.

Information and Inspection Rights. 7.1 The Company shall deliver to each of the Investors (including any Permitted Transferee of each of the Investors) so long as the Investors hold no less than fifty-one percent (51%) of the total issued and outstanding Series A Preferred Shares: (a) The Company covenants and agrees thaton a monthly basis, commencing on the date of this Agreement, for so long as any Preferred Holder holds any Preferred Shares, the Company will deliver to such Preferred Holder: (i) audited annual consolidated financial statements of the Group prepared and delivered by a “Big 4” accounting firm within ninety (90) days after the end of each fiscal year; (ii) unaudited quarterly consolidated financial statements of the Group within thirty (30) days of the end of each fiscal quarter; (iii) unaudited monthly consolidated financial statements and individual standard accounts of the Group within fifteen (15) days of the end of each month; (iv) a monthly management report in the form of Schedule 9 hereto within 20 calendar days after the end of each month: (i) management accounts prepared according to principles agreed to with the Investors; and (ii) a report on any material developments on the Company's operations or financial condition. The Company shall procure the Chief Executive Officer and members of the Management Team to be available to discuss such management accounts and report with the Investors or the Investor Directors by teleconference on such notice as may be specified by the Investor Directors; (vb) on an annual budget for the Group basis, within thirty ninety (3090) calendar days prior to after the end of each fiscal financial year; : (vii) copies of all documents or other information sent to any Shareholder; (vii) upon the written request by the Preferred Holder, such other information as the Preferred Holder shall reasonably request within seven (7) days following receipt by the Company of notice from the Preferred Holder requesting such information, unless the Company demonstrates to the reasonable satisfaction of the Preferred Holder that more than seven (7) days is required to produce such information, in which case, within a reasonable period of time following receipt of such notice from the Preferred Holder; provided, that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, records or other information if the Company is restricted from making such disclosure audited financial statements prepared in accordance with applicable laws or pursuant IFRS, with the auditor's report, letter from the management of the Company, and other communication between the auditor and the Company, and (ii) a report on business operations during the financial year, including matters that may have a material adverse effect on the Company's operations and financial condition, unless such report has already been provided to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege the Board of the Company; (viiic) full details at least thirty (30) calendar days before the beginning of any progress in each financial year, a draft annual budget to be reviewed by the Company planned initial public offering involving all or part of the Group’s businessInvestors; (ixd) thirty (30) calendar days advance notice of general meetings of shareholders and of meetings of the Board, with the relevant agenda and minutes, (ii) prompt notification of any withdrawal of any loan or credit facility of any Group Member in the ordinary course of business but exceeding $5,000,000 or loan or credit facility of any Group Member not occurring in the ordinary course of business and such Group Member’s efforts to restore the foregoing withdrawn loan or credit facility; (x) prompt notification notice of any material litigation litigation, material judgment against the Company, and any other event that may have a Material Adverse Effect on the Business or Condition of the Group (iii) prompt written notice of any notice from any regulatory or governmental authority of the Company's or any circumstance that would reasonably likely to give rise to of its Subsidiaries' non-compliance with any regulation, and (iv) prompt written notice of any material litigation; (xi) prior notification of any change in the equity holding structure of any Subsidiary nature or Affiliate scope of the Company Company's or any joint venture to which the Company is a partyof its Subsidiaries' operations; and (xiie) prompt notification of resignation by any key management personnel (the above rights collectively referred to as the “Information Rights”). (b) The Company further covenants and agrees that, commencing on the date of this Agreement, for so long as any Preferred Holder holds any Preferred Shares, the Preferred Holder shall have the right, at its own expense (the “Inspection Rights”) to: (i) reasonably inspect facilities, records and books of the Company, any of its Subsidiaries at any time during regular working hours on reasonable prior notice such other information relating to the Company and only in a manner so as not to interfere with the normal financial condition, business operations or corporate affairs of the Company and its Subsidiaries; and (ii) discuss Subsidiaries as the businessInvestors may from time to time reasonably request, operation and conditions of provided, however, the Company shall not be obligated under this Section 7.1 to provide information that it deems in good faith to be a trade secret or similar confidential information. 7.2 The Company shall permit the Shareholders (including their authorized representatives), at all reasonable times during normal business hours and as often as may be reasonably requested and upon reasonable advance written notice, to visit and inspect the Company's and any of its Subsidiaries with Subsidiaries' properties, at such Shareholder's expenses, to examine its books of account and records and to discuss the Company’s directors's and any of its Subsidiaries' affairs, finances and accounts with its officers, employeesdirectors and auditors; provided, accountantshowever, legal counsels and investment bankers at such reasonable times as may the Company shall not be requested by the Preferred Holder; provided that the Preferred Holder agrees obligated to keep confidential any information so obtained and that the Preferred Holder may be excluded from provide access to any materialinformation which it reasonably considers to be trade secret or similar confidential information, record and provided further that no such inspection, examination or other information if inquiry, the Company is restricted from making failure to conduct same, nor any knowledge of any Investor, including without limitation, any knowledge obtained by such disclosure Shareholder in accordance connection with applicable laws any such inspection, investigation or pursuant to inquiry, shall constitute a bona fide waiver of any rights the Shareholder may have under any representation, warranty, covenant, term or agreement with a third party under this Agreement or if such disclosure will jeopardize any attorney-client privilege of the CompanySubscription Agreement. (c) The Information Rights and Inspection Rights shall terminate upon the consummation of a QIPO.

Information and Inspection Rights. (a) The Company covenants and agrees that, commencing on the date of this Agreement, for so long as (x) any Preferred Holder Investor holds any Preferred Shares, the Company will deliver to such Preferred Holder: (i) audited annual consolidated financial statements of the Group prepared and delivered by a “Big 4” accounting firm within ninety (90) days after the end of each fiscal year; (ii) unaudited quarterly consolidated financial statements of the Group within thirty (30) days of the end of each fiscal quarter; (iii) unaudited monthly consolidated financial statements and individual standard accounts of the Group within fifteen (15) days of the end of each month; (iv) a monthly management report in the form of Schedule 9 hereto within 20 days after the end of each month; (v) an annual budget for the Group within thirty (30) days prior to the end of each fiscal year; (vi) copies of all documents or other information sent to any Shareholder; (vii) upon the written request by the Preferred Holder, such other information as the Preferred Holder shall reasonably request within seven (7) days following receipt by the Company of notice from the Preferred Holder requesting such information, unless the Company demonstrates to the reasonable satisfaction at least 10% of the Preferred Holder that more than seven (7) days is required to produce such information, in which case, within a reasonable period of time following receipt Stock and/or Ordinary Shares issued upon the conversion of such notice from Preferred Stock or (y) the Capital Shareholders hold in the aggregate at least 10% of the Ordinary Shares (assuming the conversion of all issued Series A Preferred Holder; providedStock), that such Persons shall have standard inspection rights of the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any materialfacilities, records or other information if and books of the Company is restricted from making Group, including without limitation, discussing the business, operations and conditions of the Company Group with its directors, officers, employees, accountants, legal counsel and investment bankers. The above inspection rights granted to Investors and the Capital Shareholders under this paragraph shall continue to subsist following a Qualified IPO only to the extent that such disclosure rights are in accordance compliance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize and any attorney-client privilege applicable rules governing the listing of shares of the securities exchange on which the shares of the Company; (viii) full details of any progress in the Company planned initial public offering involving all or part of the Group’s business; (ix) prompt notification of any withdrawal of any loan or credit facility of any Group Member in the ordinary course of business but exceeding $5,000,000 or loan or credit facility of any Group Member not occurring in the ordinary course of business and such Group Member’s efforts to restore the foregoing withdrawn loan or credit facility; (x) prompt notification of any material litigation or any circumstance that would reasonably likely to give rise to any material litigation; (xi) prior notification of any change in the equity holding structure of any Subsidiary or Affiliate of the Company or any joint venture to which the Company is a party; and (xii) prompt notification of resignation by any key management personnel (the above rights collectively referred to as the “Information Rights”)/Listco are listed. (b) Following a Qualified IPO, the Company shall deliver to each Investor and each Capital Shareholder copies of the Company Group’s Annual Reports to shareholders and quarterly and interim reports to shareholders and all other filings with any governmental agency, regulatory agency or any securities exchange promptly after such documents are filed only to the extent that such obligation is in compliance with applicable laws and any applicable rules governing the listing of shares of the securities exchange on which the shares of the Company/Listco are listed. (c) The Company further covenants and agrees that, commencing on the date of this Agreement, for so long as (x) any Investor holds at least 10% of the Preferred Holder holds any Stock and/or Ordinary Shares issued upon the conversion of such Preferred SharesStock or (y) the Capital Shareholders hold in the aggregate at least 10% of the Ordinary Shares (assuming the conversion of all issued Series A Preferred Stock), the Preferred Holder Company shall deliver to the Investor and the Capital Shareholders, as the case may be, copies of any report filed by the Company Group with any relevant securities exchange and of any report that is reasonably expected to have a material impact on the right, at its own expense (ordinary business of any member of the “Inspection Rights”) to: (i) reasonably inspect facilities, records Company Group filed with any regulatory authority or governmental agency. The obligation on the Company to deliver copies of reports to Investors and books Capital Shareholders under this paragraph shall continue to subsist following a Qualified IPO only to the extent that such obligation is in compliance with applicable laws and any applicable rules governing the listing of shares of the securities exchange on which the shares of the Company, any of its Subsidiaries at any time during regular working hours on reasonable prior notice to the Company and only in a manner so as not to interfere with the normal business operations of the Company and its Subsidiaries; and (ii) discuss the business, operation and conditions of the Company and any of its Subsidiaries with the Company’s directors, officers, employees, accountants, legal counsels and investment bankers at such reasonable times as may be requested by the Preferred Holder; provided that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, record or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Company/Listco are listed. (c) The Information Rights and Inspection Rights shall terminate upon the consummation of a QIPO.

Information and Inspection Rights. (a) The Company covenants and agrees that, commencing on During the date term of this AgreementAgreement and subject to Section 3.2(d), for so long as any Preferred Holder holds any Preferred SharesSection 8.1 and the last sentence of Section 8.4, the Company will deliver shall use its reasonable best efforts to provide to the Investor (i) at the Investor’s expense, in a timely manner such Preferred Holderinformation regarding the Company and its Subsidiaries as is reasonably necessary in order for the Investor and its Affiliates to prepare (A) the reports and accounts of the Investor or its Affiliates required under applicable listing rules of a national securities exchange, (B) the reports, accounts, registration statements, prospectuses and other filings of the Investor or its Affiliates filed or otherwise disclosed under any applicable securities Laws and (C) public earnings releases, investor presentations or other similar disclosures related to their financial reporting as determined by the Investor or its Affiliates to be consistent with best practices of public company financial reporting, disclosure or investor communications; and (ii) upon reasonable advance notice by the Investor, information requested by the Investor as is reasonably necessary in order for the Investor or its Affiliates to respond on a timely basis to regulatory or audit requirements under applicable Law or other regulatory or tax requirements. (b) In furtherance and not in limitation of the Company’s obligations set forth in Section 8.3(a), and until the first date on which the Applicable Percentage is less than ten percent (10%), the Company shall provide the following information to the Investor within the timeframes indicated: (i) audited annual consolidated financial statements as promptly as practicable and in any event by January 15, 2019, the Company Financial Statements, with respect to which the Company shall provide the Investor with a reasonable opportunity to consult with the Company and its representatives, including its independent accountants, from time to time during the preparation thereof, with respect to the progress of the Group preparation of such Company Financial Statements. (ii) monthly, unaudited, internal income reports for the Company prepared in accordance with GAAP as and delivered by a “Big 4” accounting firm to the extent prepared for distribution to the Board, within ninety fifteen (9015) days after Business Days of the end of each fiscal yearcalendar month (such internal reports shall be in the form presented to the Board from time to time); (iiiii) unaudited quarterly consolidated financial statements of the Group as soon as practicable and in any event within thirty sixty (3060) calendar days of the end of each fiscal calendar quarter, an analysis of Capital Securities outstanding (economic and voting interest) at the end of the quarter, including a roll forward (total dollars and shares) of all share-related activity, such as issuances, repurchases and share-based payments, and the weighted average number of shares outstanding used in the calculation of basic and diluted earnings per share for the quarterly and year-to-date periods then ended, in each case prepared in accordance with GAAP; (iiiiv) unaudited monthly consolidated financial statements quarterly, final income statement, balance sheet and individual standard accounts statement of cash flows prepared in accordance with GAAP, including a detail of all non-recurring items on a pre-tax and after-tax basis (as determined by the Group Company) recorded for the period within fifteen sixty (1560) calendar days of the end of each month; (iv) calendar quarter, including a monthly management report roll forward of components of equity attributable to equity holders, as well as components of other comprehensive earnings attributable to equity holders, prepared in the form of Schedule 9 hereto within 20 days after the end of each monthaccordance with GAAP; (v) an annual budget for the Group audited (in accordance with GAAS) financial statements prepared in accordance with GAAP, as soon as practicable and in any event within thirty seventy-five (3075) days prior to following the end of each fiscal yearcalendar year (other than such annual audited financial statements for calendar year 2018 which shall be provided by March 25, 2019), for any year in which the Investor is required to present such annual audited financial statements pursuant to Rule 3-09 of Regulation S-X under the Exchange Act; (vi) copies prior to the beginning of all documents or each fiscal year, the financial plan for such year, any other information sent financial budgets and plans prepared for approval by the Board from time to time (other than such financial plan and other financial budgets and plan prepared for fiscal year 2019 which shall be provided within thirty-five (35) days of the beginning of such fiscal year), and any Shareholderrevisions to such financial budgets and plans, in each case within five (5) Business Days of their approval by the Board with monthly phasing to the extent available; (vii) upon the written request by the Preferred Holder, such other information as the Preferred Holder shall reasonably request within seven (7) days following receipt by the Company of notice from the Preferred Holder requesting such information, unless the Company demonstrates to the reasonable satisfaction of the Preferred Holder that more than seven (7) days is required to produce such information, in which case, within and a reasonable period of time following receipt of such notice from the Preferred Holder; provided, that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, records or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Company; (viii) full details description of any progress in the Company planned initial public offering involving all or part of the Group’s business; (ix) prompt notification of any withdrawal of any loan or credit facility of any Group Member in the ordinary course of business but exceeding $5,000,000 or loan or credit facility of any Group Member not occurring in the ordinary course of business and such Group Member’s efforts to restore the foregoing withdrawn loan or credit facility; (x) prompt notification of any material litigation or any circumstance that would reasonably likely to give rise to any material litigation; (xi) prior notification of any change in the equity holding structure of any Subsidiary or Affiliate of the Company or any joint venture to which the Company is a party; and (xii) prompt notification of resignation by any key management personnel (the above rights collectively referred to as the “Information Rights”). (b) The Company further covenants and agrees that, commencing on the date of this Agreement, for so long as any Preferred Holder holds any Preferred Shares, the Preferred Holder shall have the right, at its own expense (the “Inspection Rights”) to: (i) reasonably inspect facilities, records and books of the Company, any of its Subsidiaries at any time during regular working hours on reasonable prior notice to the Company and only in a manner so as not to interfere with the normal business operations of the Company and its Subsidiaries; and (ii) discuss the business, operation and conditions of arrangements between the Company and any of its Subsidiaries on the one hand and the Investor or any of its Affiliates on the other hand, at such times as may reasonably be requested by the Investor in order to comply with any applicable related-party disclosure requirement; (viii) within twenty-five (25) calendar days of the end of each calendar quarter, a discussion with the Company’s directorschief financial officer and chief accounting officer (or other persons with similar responsibilities reasonably acceptable to the Investor) regarding updates to the Company’s business and results; (ix) by January 15, 2019, an opening balance sheet as of the date of this Agreement; and (x) such other information as is reasonably requested from time to time by the Investor (it being understood that such other information shall be in the form reasonably determined by Company management to be appropriate in the circumstances taking into account the purpose for which the Investor requires the information) including, without limitation, the information required under Rule 3-05 (financial statements of businesses acquired or to be acquired) and Article 11 (pro forma financial information) of Regulation S-X under the Exchange Act. (c) Following such time as Antitrust Clearance is obtained and subject to Section 3.2(d), Section 8.1 and the last sentence of Section 8.4, the Company shall permit the Investor, at the Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, employees, accountants, legal counsels and investment bankers all at such reasonable times as may be requested by the Preferred HolderInvestor; provided provided, however, that the Preferred Holder agrees Company shall not be obligated pursuant to keep confidential any information so obtained and that the Preferred Holder may be excluded from this Section 8.3(c) to provide access to any material, record information the Board determines in good faith to be a trade secret or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any of which would adversely affect the attorney-client privilege of between the CompanyCompany and its counsel; provided, further, that the Company shall use its commercially reasonable efforts to cooperate with the Investor to obviate or remove the need to withhold any information to the extent arising from such attorney-client privilege pursuant to the foregoing proviso. (cd) To the extent necessary to permit the Investor to prepare those reports described in Section 8.3(a)(i)(A) and (B) and until the first date on which the Applicable Percentage is less than ten percent (10%), the Company shall (i) cooperate, and use its reasonable best efforts to cause the Company’s Auditors to cooperate, at the Investor’s expense, with the Investor to the extent reasonably requested by the Investor or its Representatives in the preparation by the Investor or its Affiliates of public earnings releases or other press releases and any filings with the SEC or any other Governmental Body that include Company financial information and (ii) use its reasonable best efforts to cause the Company’s Auditors to consent, at the Investor’s expense, to any reference to them as experts in any filings made by the Investor or its Affiliates where such consent is required under applicable Law. (e) The Information Rights Company’s obligations pursuant to this Section 8.3 are subject to automatic modification in accordance with the terms of Section 3.1(b) and Inspection Rights shall terminate upon the consummation of a QIPOSection 3.2(a)(i).

Information and Inspection Rights. (a) The Company covenants shall permit, and agrees that, commencing on the date shall cause each of this Agreement, for so long as any Preferred Holder holds any Preferred Sharesits subsidiaries to permit, the Company will deliver Investor, its respective representatives or any independent auditor or legal counsel appointed by the Investor, during normal business hours following reasonable notice by the Investor to such Preferred Holder: the Company, to (i) audited annual consolidated financial statements visit and inspect any of the Group prepared and delivered by a “Big 4” accounting firm within ninety (90) days after the end of each fiscal year; (ii) unaudited quarterly consolidated financial statements of the Group within thirty (30) days of the end of each fiscal quarter; (iii) unaudited monthly consolidated financial statements and individual standard accounts of the Group within fifteen (15) days of the end of each month; (iv) a monthly management report in the form of Schedule 9 hereto within 20 days after the end of each month; (v) an annual budget for the Group within thirty (30) days prior to the end of each fiscal year; (vi) copies of all documents or other information sent to any Shareholder; (vii) upon the written request by the Preferred Holder, such other information as the Preferred Holder shall reasonably request within seven (7) days following receipt by the Company of notice from the Preferred Holder requesting such information, unless the Company demonstrates to the reasonable satisfaction of the Preferred Holder that more than seven (7) days is required to produce such information, in which case, within a reasonable period of time following receipt of such notice from the Preferred Holder; provided, that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, records or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Company; (viii) full details of any progress in the Company planned initial public offering involving all or part of the Group’s business; (ix) prompt notification of any withdrawal of any loan or credit facility of any Group Member in the ordinary course of business but exceeding $5,000,000 or loan or credit facility of any Group Member not occurring in the ordinary course of business and such Group Member’s efforts to restore the foregoing withdrawn loan or credit facility; (x) prompt notification of any material litigation or any circumstance that would reasonably likely to give rise to any material litigation; (xi) prior notification of any change in the equity holding structure of any Subsidiary or Affiliate properties of the Company or any joint venture to which of its subsidiaries, (ii) examine the books of account and records of the Company is a party; and or any of its subsidiaries, and (xiiiii) prompt notification discuss the affairs, finances and accounts of resignation by the Company or any key of its subsidiaries with the directors, officers, and management personnel (employees of the above rights collectively referred to as the “Information Rights”)Company or any of its subsidiaries. (b) The Nothing contained in Section 6.3(a) will require the Company further covenants and agrees thatto take any action that would, commencing on after consultation with counsel, constitute a waiver of the date of this Agreement, for so long as attorney-client or similar privilege or violate customary confidentiality obligations owing to third parties; provided that if any Preferred Holder holds any Preferred Sharesinformation is withheld by the Company or its subsidiaries pursuant to the foregoing, the Preferred Holder shall have the right, at its own expense (the “Inspection Rights”) to: Company will (i) reasonably inspect facilitiesinform the Investor as to the general nature of what is being withheld, records (ii) to the extent permissible under applicable laws and books in a manner that is same as other directors of the Company, any of its Subsidiaries at any time during regular working hours on reasonable prior notice provide such information to the Company Investor Nominee who then serves as a member of the Board, provided that such Investor Nominee shall be bound by the same confidentiality obligation as are applicable to the other members of the Board, and only (iii) use its commercially reasonable efforts to accommodate any request from the Investor for information pursuant to this Section 6.3(a) in a manner so that does not result in such a waiver or violation. * Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as not [**]. A complete version of this exhibit has been provided separately to interfere with the normal business operations of the Company Securities and its Subsidiaries; and (ii) discuss the business, operation and conditions of the Company and any of its Subsidiaries with the Company’s directors, officers, employees, accountants, legal counsels and investment bankers at such reasonable times as may be requested by the Preferred Holder; provided that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, record or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the CompanyExchange Commission. (c) The parties recognize and acknowledge the competitive value and confidential nature of the Confidential Information Rights and Inspection Rights the damage that could result to a Disclosing Party if any information contained therein is disclosed to a third party. Each party hereby agrees that it and its Representatives shall terminate upon not use the consummation Confidential Information other than for the purposes of this Agreement, and shall keep the Confidential Information confidential and that it and its Representatives will not disclose any of the Confidential Information in any manner whatsoever, except for (i) disclosure of the Confidential Information to which the Disclosing Party gives its prior written consent; (ii) disclosure to the Receiving Party’s Representatives who need to know such information in connection with the performance of the Receiving Party’s obligations under this Agreement; (iii) disclosure required by applicable laws, provided that the party required to make such disclosure shall, to the extent legally permissible and practicable, provide the other party the opportunity to review and comment such disclosure; and (iv) to the extent required by a QIPOcertain Exclusive License Agreement (“Exclusive License Agreement”), dated as of May 16, 2016, by and between Harvard and the Company, disclosure by the Company to employees and representatives of the President and Fellows of Harvard College (“Harvard”) of Confidential Information relating to the transactions contemplated by this Investment Agreement or the other Transaction Documents solely in response to Harvard’s inquiries and/or in connection with discussions regarding Harvard’s rights under such Exclusive License Agreement. In any event, each party agrees to undertake reasonable precautions to safeguard and protect the confidentiality of the Confidential Information, including, by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment be accorded to the Confidential Information, to accept responsibility for any breach of this Section 6.3 by it or any of its Representatives, and to take reasonable measures to restrain itself and its Representatives from prohibited or unauthorized disclosure or uses of the Confidential Information. The parties hereto agree and acknowledge that monetary damages would not be an adequate remedy for any breach of this Section 6.3 and that each Disclosing Party shall be entitled to equitable relief, including, without limitation, injunction and , as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6.3 but shall be in addition to all other remedies available at law or in equity. Each party further agrees to waive any requirements for the securing or posting of any bond in connection with such remedy. * Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [**]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.