Common use of Non-Voting Observers Clause in Contracts

Non-Voting Observers. In addition to the voting members, CWC AlTi Investor LLC (“CWC”) for so long as CWC is permitted, pursuant to the Investment Agreement, dated as of February 21, 2024, by and between CWC and the Company, to designate a non-voting observer to the Committee shall be permitted to designate one (1) non-voting observer to attend any meetings of the Committee (each an “Observer”). The Observer may be replaced or removed by its designating party with or without cause. Resignation or removal of a Director or observer from the Board, for whatever reason, shall automatically constitute resignation or removal, as applicable, as an Observer. The Chair shall furnish, or cause to be furnished, to each Observer (a) notice of Committee meetings no later than, and using the same form of communication as, notice of Committee meetings are furnished to the members, and (b) copies of the materials with respect to meetings of the Committee which are furnished to Committee members no later than such materials are furnished to such members; provided that failure to deliver notice or materials to an Observer in connection with such Observer’s right to attend and/or review materials with respect to any Committee meeting shall not impair the validity of any action taken by the Committee at such meeting. Notwithstanding the foregoing, the Committee reserves the right to exclude any Observer from access to any materials provided to the Committee members or meeting or portion thereof if the Committee believes that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect confidential proprietary information, to comply with regulatory restrictions, or otherwise to prevent any material harm or detriment to the Company. For the avoidance of doubt, the Observers shall not count for purposes of determining a quorum and shall not vote on any matter presented to the Committee.

Non-Voting Observers. In addition to the voting members, CWC AlTi Investor LLC (“CWC”a) for For so long as CWC a Board Shareholder, together with its Affiliates, (i) is permitted, not a Sold-Down Board Shareholder and (ii) does not have a director appointed to the Board of Directors pursuant to Section 3.2(a)-(d), as applicable, such Board Shareholder shall have the Investment Agreementright, dated as of February 21, 2024, exercisable by and between CWC and delivering written notice to the Company, to designate a non-voting observer to the Committee shall be permitted to designate one (1) non-voting observer to attend any meetings of the Committee (each an “Observer”)Board of Directors. Each such Board Shareholder shall have the right to remove and replace its non-voting observer at any time and from time to time. The Observer may be replaced or removed by its designating party with or without cause. Resignation or removal of a Director or observer from the Board, for whatever reason, Company shall automatically constitute resignation or removal, as applicable, as an Observer. The Chair shall furnish, or cause to be furnished, furnish to each Observer non-voting observer (a) notice notices of Committee Board of Directors meetings no later than, and using the same form of communication as, notice of Committee Board of Directors meetings are furnished to directors in accordance with this Agreement and the membersMemorandum of Association and Bye- laws, and (b) copies of the materials with respect to meetings of the Committee Board of Directors which are furnished to Committee members directors no later than such materials are furnished to such membersdirectors; provided that failure to deliver notice notice, or materials materials, to an Observer a non-voting observer in connection with such Observerobserver’s right to attend and/or review materials with respect to to, any Committee meeting of the Board of Directors shall not not, of itself, impair the validity of any action taken by the Committee Board of Directors at such meeting. The foregoing observer rights shall also apply with respect to the board of directors of any Material Subsidiary of the Company. (b) Each non-voting observer shall be required to execute or otherwise become subject to any codes of conduct (including with respect to confidentiality) of the Company generally applicable to directors of the Company. Notwithstanding the foregoing, the Committee Company reserves the right to exclude any Observer non-voting observer from access to any materials provided to the Committee members Board of Directors or meeting or portion thereof if the Committee Company believes that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect confidential proprietary information, trade secrets or to comply with regulatory restrictions, or otherwise to prevent any material harm or detriment to the Company. For the avoidance of doubt, the Observers shall not count for purposes of determining a quorum and shall not vote on any matter presented to the Committeeapplicable law.

Non-Voting Observers. In addition to the voting members, CWC AlTi Investor LLC (“CWC”a) for For so long as CWC a Board Shareholder, together with its Affiliates, (i) is permitted, not a Sold-Down Board Shareholder and (ii) does not have a director appointed to the Board of Directors pursuant to Section 3.2(a)-(d), as applicable, such Board Shareholder shall have the Investment Agreementright, dated as of February 21, 2024, exercisable by and between CWC and delivering written notice to the Company, to designate a non-voting observer to the Committee shall be permitted to designate one (1) non-voting observer to attend any meetings of the Committee (each an “Observer”)Board of Directors. Each such Board Shareholder shall have the right to remove and replace its non-voting observer at any time and from time to time. The Observer may be replaced or removed by its designating party with or without cause. Resignation or removal of a Director or observer from the Board, for whatever reason, Company shall automatically constitute resignation or removal, as applicable, as an Observer. The Chair shall furnish, or cause to be furnished, furnish to each Observer non-voting observer (a) notice notices of Committee Board of Directors meetings no later than, and using the same form of communication as, notice of Committee Board of Directors meetings are furnished to directors in accordance with this Agreement and the membersMemorandum of Association and Bye-laws, and (b) copies of the materials with respect to meetings of the Committee Board of Directors which are furnished to Committee members directors no later than such materials are furnished to such membersdirectors; provided that failure to deliver notice notice, or materials materials, to an Observer a non-voting observer in connection with such Observerobserver’s right to attend and/or review materials with respect to to, any Committee meeting of the Board of Directors shall not not, of itself, impair the validity of any action taken by the Committee Board of Directors at such meeting. The foregoing observer rights shall also apply with respect to the board of directors of any Material Subsidiary of the Company. (b) Each non-voting observer shall be required to execute or otherwise become subject to any codes of conduct (including with respect to confidentiality) of the Company generally applicable to directors of the Company. Notwithstanding the foregoing, the Committee Company reserves the right to exclude any Observer non-voting observer from access to any materials provided to the Committee members Board of Directors or meeting or portion thereof if the Committee Company believes that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect confidential proprietary information, trade secrets or to comply with regulatory restrictions, or otherwise to prevent any material harm or detriment to the Company. For the avoidance of doubt, the Observers shall not count for purposes of determining a quorum and shall not vote on any matter presented to the Committeeapplicable law.