Common use of Observer Rights Clause in Contracts

Observer Rights. (a) HCV VII shall have the right to appoint an observer to the Board (the “HCV Observer”) as long as HCV VII, together with members of the HCV Group, holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII and members of the HCV Group pursuant to the Purchase Agreement. The HCV Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the HCV Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII shall have the right to appoint an observer to the Board As long as Artal International S.C.A. (the together with its affiliates, “HCV ObserverArtal”) as long as HCV VII, together with members of the HCV Group, holds greater owns not less than seventy five fifty percent (7550%) of the shares of the Series A-1 B Preferred Stock originally it purchased by HCV VII and members under the Series B Preferred Stock Purchase Agreement dated March 23, 2018 (or an equivalent amount of Common Stock issued upon conversion thereof), the HCV Group pursuant to the Purchase Agreement. The HCV Observer Company shall have the right invite a representative of Artal to attend all meetings of the Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors at the Corporation shall provide to same time and in the HCV Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; provided further, that such representative may be excluded from attending any closed executive sessions of the Corporation Board of Directors if the Board of Directors reasonably determines that having such representative at such closed executive session would be detrimental to the Company; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary or other similar duty to the Corporation. The decision conflict of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meetinginterest, or any portion thereof, and/or deny the HCV Observer access to any information and documents, if such Investor or any portions thereofits representative is a Competitor. (b) Saints Capital IVAs long as Aju Life Science 3.0 Venture Fund and Aju Good Venture Fund (together with their affiliates, L.P. (“SaintsAju IB”) shall have own in the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater aggregate not less than seventy-five fifty percent (7550%) of the shares of the Series A-1 C Preferred Stock originally purchased by Saints and Aju IB under the other member Series C Preferred Stock Purchase Agreement dated March 7, 2019 (or an equivalent amount of Common Stock issued upon conversion thereof), the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer Company shall have the right invite a representative of Aju IB to attend all meetings of the Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors at the Corporation shall provide to same time and in the Saints Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; provided further, that such representative may be excluded from attending any closed executive sessions of the Corporation Board of Directors if the Board of Directors reasonably determines that having such representative at such closed executive session would be detrimental to the Company; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary or other similar duty to the Corporation. The decision conflict of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meetinginterest, or any portion thereof, and/or deny the Saints Observer access to any information and documents, if such Investor or any portions thereofits representative is a Competitor. (c) Brookside shall have the right to appoint an observer to the Board As long as aMoon 2 Fund, Limited Partnership (the together with its affiliates, “Brookside ObserveraMoon”) as long as Brookside, together with other members of owns in the Brookside Group, holds greater aggregate not less than seventy-five fifty percent (7550%) of the shares of the Series A-1 D Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to it is purchasing under the Purchase Agreement. The Brookside Observer Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall have the right invite a representative of aMoon to attend all meetings of the Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors at the Corporation shall provide to same time and in the Brookside Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; provided further, that such representative may be excluded from attending any closed executive sessions of the Corporation Board of Directors if the Board of Directors reasonably determines that having such representative at such closed executive session would be detrimental to the Company; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary or other similar duty to the Corporation. The decision conflict of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meetinginterest, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, if such Investor or any portions thereofits representative is a Competitor. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII The Majority G3 Investors shall have the right to appoint an one observer to the Board (the “HCV G3 Observer”) ), provided, however, that in order for any G3 Investor to be eligible to participate in the appointment of an individual as long as HCV VIIthe G3 Observer, such G3 Investor, together with members of the HCV such G3 Investor’s Group, holds must continue to hold greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII such G3 Investor and members of the HCV such G3 Investor’s Group pursuant to the Series A-1 Stock Purchase Agreement and greater than seventy five percent (75%) of the Series B Preferred Stock originally purchased by such G3 Investor and members of such G3 Investor’s Group pursuant to the Stock Purchase Agreement. The HCV G3 Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the HCV G3 Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s The rights of each G3 Investor under this Section 4.2(a4.3(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII such G3 Investor to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints the Majority G3 Investors appoint any person to be the HCV G3 Observer under this Section 4.2(a4.3(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV G3 Observer from access to any meeting, or any portion thereof, and/or deny the HCV G3 Observer access to any information and documents, or any portions thereof. (b) Saints Capital IVIn the event that the Board approves the grant of the rights contained herein to a purchaser of shares of Series B Stock under the Purchase Agreement after the date hereof (any such purchaser with respect to whom the Board has approved the granting of such rights, L.P. (the “SaintsExtra Purchaser”) ), upon such Extra Purchaser becoming a party hereto and a Stockholder hereunder, such Extra Purchaser shall have the right to appoint an observer to the Board (the “Saints Extra Observer”) as long as Saints, together with other members of the Saints/Oxford Group, such Extra Purchaser holds greater than seventy-seventy five percent (75%) of the Series A-1 B Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group such purchaser pursuant to the Stock Purchase Agreement. The Saints Extra Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Extra Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ The Extra Purchaser’s rights under this Section 4.2(b4.3(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints the Extra Purchaser to the assignee. In addition and without limiting the foregoing, in the event that Saints the Extra Purchaser appoints any person to be the Saints Extra Observer under this Section 4.2(b4.3(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Extra Observer from access to any meeting, or any portion thereof, and/or deny the Saints Extra Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII The Majority G3 Investors shall have the right to appoint an one observer to the Board (the “HCV G3 Observer”) ), provided, however, that in order for any G3 Investor to be eligible to participate in the appointment of an individual as long as HCV VIIthe G3 Observer, such G3 Investor, together with members of the HCV such G3 Investor’s Group, holds must continue to hold greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII such G3 Investor and members of the HCV such G3 Investor’s Group pursuant to the Series A-1 Stock Purchase Agreement and greater than seventy five percent (75%) of the Series B Preferred Stock originally purchased by such G3 Investor and members of such G3 Investor’s Group pursuant to the Series B Stock Purchase Agreement. The HCV G3 Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the HCV G3 Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s The rights of each G3 Investor under this Section 4.2(a4.3(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII such G3 Investor to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints the Majority G3 Investors appoint any person to be the HCV G3 Observer under this Section 4.2(a4.3(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV G3 Observer from access to any meeting, or any portion thereof, and/or deny the HCV G3 Observer access to any information and documents, or any portions thereof. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII shall have If HITN owns Stock representing less than 5% of the Voting Shares of the Company and no longer has a right to appoint an observer to nominate the Board (the “HCV Observer”) as long as HCV VII, together with members of the HCV Group, holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII and members of the HCV Group HITN Director pursuant to Section 8.02(a) above, the Purchase Agreement. The HCV Observer Company shall have the right permit one representative of HITN to attend all the meetings of the Company's Board of Directors in a non-voting observer capacity, and the Corporation such observer shall provide to the HCV Observer all materials receive such package of documents as are provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII directors, including, but not limited to the assignee. In addition and without limiting the foregoing, financial information described in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof9.01 hereof. (b) Saints Capital IVIf the Clearwire Stockholders own, L.P. (“Saints”) shall in the aggregate, Stock representing less than 10% of the Voting Shares of the Company and no longer have the a right to appoint an observer nominate the Clearwire Director pursuant to Section 8.02(b) above, the Board (the “Saints Observer”) as long as Saints, together with other members Company shall permit one representative of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right Clearwire Stockholders to attend all the meetings of the Company's Board of Directors in a non-voting observer capacity, and the Corporation such observer shall provide to the Saints Observer all materials receive such package of documents as are provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints directors, including, but not limited to the assignee. In addition and without limiting the foregoing, financial information described in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof9.01 hereof. (c) Brookside shall If the Globespan Entities do not have a representative on the right to appoint an observer to the Company's Board (the “Brookside Observer”) of Directors, and as long as Brooksidethe Globespan Entities hold, together with other members in the aggregate, at least 66 2/3% of the Brookside Group, holds greater than seventy-five percent aggregate Shares (75%i) of the Series A-1 Preferred Stock originally purchased acquired by Brookside and the other member of the Brookside Group them pursuant to the Purchase Agreement. The Brookside Observer NextNet Merger (excluding any transfers pursuant to Section 6.02 hereof) and (ii) resulting from the exercise by them of warrants issued to them in connection with the NextNet Merger (in each case, as adjusted for stock dividends, stock splits, reverse stock splits or other distributions of shares made upon or in exchange for the Shares), the Company shall have permit one representative of the right Globespan Entities to attend all the meetings of the Company's Board of Directors in a non-voting observer capacity, and such observer shall receive such package of documents as are provided to all of the Corporation shall provide directors, including, but not limited to the Brookside Observer all materials provided financial information described in Section 9.01 hereof. The initial representative of the Globespan Entities shall be Xxxxx Xxxxxxxxx. Any successor representative shall be approved by FFW, which approval shall not be unreasonably withheld. (d) Each of HITN, the Clearwire Stockholders and the Globespan Entities agree, that with respect to their respective rights in this Section 8.04, if, in the Board of Directors' good faith judgment, such Stockholder has a competitive conflict of interest with respect to the members of the Board and notice of such meetingsissue to be discussed, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is reasonably necessary to preserve protect highly confidential proprietary information of the Company, the presence of Stockholder's representative would jeopardize the Company's attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or for other similar duty to the Corporation. The decision reasons, (i) its representative may be excluded from certain confidential "closed sessions" of the Board of Directors or any portions of a Board of Directors' meeting, and/or (ii) the Company shall not be obligated to provide the representatives with documents related to such matters. For purposes of this subparagraph (d), the fact that a Stockholder is a reseller of the Company's services or a lessor of spectrum to the Company shall not deem, by itself, such Stockholder to have a competitive interest. Each representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to the privileged all information provided or confidential nature of acquired by such information shall be final and binding. Brookside’s rights under representative pursuant to this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof8.04. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. As long as each of (a) HCV VII New Enterprise Associates 13, L.P. (“NEA”), (b) NVF (c) RAC, (d) Limulus, (e) Novo and (f) Lightstone, in each case together with their respective Affiliates, owns any shares of Registrable Securities, the Company shall have invite a representative of NEA in the right to appoint case of (a), a representative of NVF in the case of (b), a representative of RAC in the case of (c), a representative of Limulus in the case of (d), a representative of Novo in the case of (e) and a representative of Lightstone in the case of (f), as applicable (each, an observer to the Board (“Observer” and collectively, the “HCV ObserverObservers”) as long as HCV VII), together with members of who shall initially be Xxx Xxxxxxxxx, M.D. for NEA, Xxxxx Xxxxxxxxx for NVF, Xxxxx Xxxxxxx for RAC, Xxxx Xxxxxx for Limulus, Xxxxxx Xxxxx for Novo, and an individual to be designated in the HCV Group, holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII and members of the HCV Group pursuant to the Purchase Agreement. The HCV Observer shall have the right future for Lightstone to attend and participate in all meetings of the Board in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give each such Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the Corporation shall provide to same time and in the HCV Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; provided, however, that each such Observer shall agree to hold in confidence all information so provided (pursuant to the Corporation confidentiality agreement described below); and provided further, that the Company reserves the right to withhold any information and to exclude any such representatives Observer from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, or to protect highly confidential informationif any of NEA, NVF, RAC, Novo or Lightstone or its respective representative is a Competitor of the disclosure of which should not be made to any person who does not have Company. The foregoing observation rights are contingent upon each Observer’s entering into a fiduciary or other similar duty confidentiality agreement with the Company in a form reasonably acceptable to the Corporation. The decision of the Board with respect Company (which shall contain provisions similar to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this those contained in Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof3.5 below). (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII shall have As long as the right to appoint an observer to the Board Xxxx and Xxxxxxx Xxxxx Foundation (the “HCV ObserverFoundation”) as long as HCV VIIowns not less than 412,000 shares of Series C-1 Stock (or an equivalent amount of Class A Common Stock issued or issuable upon conversion thereof and, together with members in any event, subject to appropriate adjustment for stock splits, stock dividends, combinations or the like), the Company and its majority-owned subsidiaries shall invite a representative of the HCV Group, holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII and members of the HCV Group pursuant to the Purchase Agreement. The HCV Observer shall have the right Foundation to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity and, and the Corporation in this respect, shall provide to the HCV Observer copies of all materials provided to the members of the Board minutes and notice consents of such meetings, all in the manner and at the time provided Board of Directors to the members of the Boardsuch representative; provided, however, that such representative shall agree to hold such information in confidence and trust; and, provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the would result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary or other similar duty to the Corporation. The decision conflict of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereofinterest. (b) Saints Capital IV, As long as Canaan VIII L.P. (“SaintsCanaan”) owns not less than 250,000 shares of Series C Stock (or an equivalent amount of Class A Common Stock issued or issuable upon conversion thereof and, in any event, subject to appropriate adjustment for stock splits, stock dividends, combinations or the like), the Company and its majority-owned subsidiaries shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members invite a representative of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right Canaan to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity and, and the Corporation in this respect, shall provide to the Saints Observer copies of all materials provided to the members of the Board minutes and notice consents of such meetings, all in the manner and at the time provided Board of Directors to the members of the Boardsuch representative; provided, however, that such representative shall agree to hold such information in confidence and trust; and, provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the would result in disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereoftrade secrets. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as As long as BrooksideNew Enterprise Associates 12, Limited Partnership, together with other members its affiliates, (“NEA”) owns not less than 250,000 shares of Series B Stock (or an equivalent amount of Class A Common Stock issued or issuable upon conversion thereof and, in any event, subject to appropriate adjustment for stock splits, stock dividends, combinations or the like), the Company shall provide copies of all minutes and consents of the Brookside Group, holds greater than seventy-five percent (75%) Company’s Board of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant Directors to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the BoardNEA; provided, however, that such representative shall agree to hold such information in confidence and trust; and, provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the would result in disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereoftrade secrets. (d) Wellcome shall have the right to appoint an observer to the Board As long as A.M. Xxxxxx Life Science Ventures IV, L.P. (the “Wellcome ObserverXxxxxx”) as long as Wellcome holds greater owns not less than seventy five percent 250,000 shares of Series C Stock (75%) or an equivalent amount of Class A Common Stock issued or issuable upon conversion thereof and, in any event, subject to appropriate adjustment for stock splits, stock dividends, combinations or the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to like), the Purchase Agreement. The Wellcome Observer Company and its majority-owned subsidiaries shall have the right invite a representative of Xxxxxx to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity and, and the Corporation in this respect, shall provide to the Wellcome Observer copies of all materials provided to the members of the Board minutes and notice consents of such meetings, all in the manner and at the time provided Board of Directors to the members of the Boardsuch representative; provided, however, that such representative shall agree to hold such information in confidence and trust; and, provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets. (e) As long as (I) Glaxo Group Limited (“GSK”) owns shares of Series C-1 Stock or Series D Stock (or shares of Class A Common Stock issued upon conversion thereof) that constitute at least 2.0% of the total number of shares of Class A Common Stock of the Company on a fully diluted and as-converted basis, and (II) GSK continues to have the right to exercise at least one of the Options (defined below) or has exercised an Option, (A) the Company and its majority-owned subsidiaries shall provide copies of financial reports and other management presentations to the Company’s Board of Directors (or to protect highly confidential informationthe Board of Directors of its majority-owned subsidiaries) and (B) the Company shall make available the Company’s chief executive officer and chief financial officer at mutually acceptable times/locations (including by telephonic means) with representative(s) of GSK at least once per calendar quarter upon reasonable prior notice from GSK; provided, however, that GSK shall agree to hold such information in confidence and trust; and, provided further, that the Company reserves the right to withhold any information if access to such information could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets or a conflict of interest. The “Options” mean any of the Liquidia Respiratory Option or the Inhaled Option, as such terms are defined in the Inhaled Collaboration Agreement between GSK and the Company entered into on or about June 15, 2012 or the Vaccine Option, the disclosure Conjugation-by-Proxy Option, the Right of which should not First Refusal for Liquidia Live Replication Virus Vaccine, the Liquidia Pneumo Vaccine Option or the Liquidia Malaria Vaccine Option as such terms are defined in the Vaccines Collaboration Agreement between GSK and the Company entered into on or about June 15, 2012. The rights in this Section 2.5(e) are personal to GSK and shall in no event be made assignable to any person who does not have a fiduciary or other similar duty to entity without the Corporation. The decision express consent of the Company as may be determined in its sole discretion. (f) As long Xeraya LT Ltd, a Cayman Islands company (“Xeraya”), owns any shares of Series D Stock (or any shares of Class A Common Stock issued upon conversion thereof), the Company and its majority-owned subsidiaries shall invite a representative of Xeraya to attend all meetings of its Board with respect to the privileged or confidential nature of Directors in a nonvoting observer capacity and, in this respect, shall provide copies of all minutes and consents of such Board of Directors to such representative; provided, however, that such representative shall agree to hold such information shall be final in confidence and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with trust; and, provided further, that the transfer of all of Company reserves the Preferred Stock held by Wellcome right to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to withhold any information and documents, to exclude such representative from any meeting or any portions thereofportion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets.

Observer Rights. (a) HCV VII The Company shall have the right to appoint an observer to the Board (the “HCV Observer”) as long as HCV VII, together invite a representative of each Investor with members of the HCV Group, holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII and members of the HCV Group pursuant to the Purchase Agreement. The HCV Observer shall have the right Rights to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give each Investor with Observer Rights copies of all notices, minutes, consents, and the Corporation shall provide other materials that it provides to the HCV Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boardits directors; provided, however, that each representative of an Investor with Observer Rights shall agree to hold in confidence and trust all information so provided; and, provided further, that the Corporation Company reserves the right to withhold any information and to exclude such any or all representatives from access to any material or meeting or portion thereof if the Corporation Company believes in good faith, upon the advice of outside counsel to the Company, that access to such exclusion information or attendance at such meeting or portion thereof is reasonably necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporationprivilege. The decision representatives must be persons acceptable to a majority of the Board of Directors of the Company. “Investor with respect Observer Rights” means each of: (a) a designee of New Enterprise Associates 12, Limited Partnership (“NEA”), so long as NEA holds at least twenty-five percent (25%) of the aggregate number of shares of Preferred Stock acquired by it pursuant to the privileged or confidential nature Series A Purchase Agreement dated as of such information shall be final May 29, 2008 by and binding. HCV VII’s rights under this Section 4.2(aamong the Company and the other parties named therein (the “Prior Purchase Agreement”) may only be assigned in connection with and the transfer of all of the Preferred Series B Purchase Agreement (on an as-converted to Common Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. basis); (b) Saints Capital IVa designee of CMEA Ventures VII, L.P. (“SaintsCMEA”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as ), so long as Saints, together with other members of the Saints/Oxford Group, CMEA holds greater than seventyat least twenty-five percent (7525%) of the Series A-1 aggregate number of shares of Preferred Stock originally purchased acquired by Saints and the other member of the Saints/Oxford Group it pursuant to the Prior Purchase Agreement. The Saints Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, Agreement and the Corporation shall provide Series B Purchase Agreement (on an as-converted to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the BoardCommon Stock basis); provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board Xxxxx Xxxxxxx (the “Brookside ObserverXxxxxxx”) as so long as Brookside, together with other members of the Brookside Group, he holds greater than seventyat least twenty-five percent (7525%) of the Series A-1 aggregate number of shares of Preferred Stock originally purchased acquired by Brookside and the other member of the Brookside Group him pursuant to the Prior Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, Agreement and the Corporation shall provide Series B Purchase Agreement (on an as-converted to the Brookside Observer all materials provided to the members of the Board Common Stock basis); and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board Xxxx Frechet (the “Wellcome ObserverFrechet”) as so long as Wellcome he holds greater than seventy at least twenty-five percent (7525%) of the Series A-1 aggregate number of shares of Preferred Stock originally purchased acquired by Wellcome him pursuant to the Prior Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, Agreement and the Corporation shall provide Series B Purchase Agreement (on an as-converted to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Common Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereofbasis).

Observer Rights. (a) HCV VII shall have the right to appoint an observer to the Board As long as Bios Fund I, LP (the “HCV ObserverBios I”) as long as HCV VIIand Bios Fund I QP, LP (together with members of the HCV GroupBios I, holds greater “Bios”) own not less than seventy five seven percent (757%) of the shares of the Series A-1 A Preferred Stock originally purchased by HCV VII and members (or an equivalent amount of Common Stock issued upon conversion thereof), the HCV Group pursuant to the Purchase Agreement. The HCV Observer Company shall have the right invite a representative of Bios to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the Corporation shall provide to same time and in the HCV Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary conflict of interest, or other similar duty to the Corporation. The decision if such Investor or its representative is a competitor of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereofCompany. (b) Saints Capital IVAs long as GPG LPI Investment, L.P. LLC (“SaintsGPG”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater owns not less than seventy-five seven percent (757%) of the shares of the Series A-1 A Preferred Stock originally purchased by Saints and it is purchasing under the other member Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof) it owns as of the Saints/Oxford Group pursuant to date hereof, the Purchase Agreement. The Saints Observer Company shall have the right invite a representative of GPG to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the Corporation shall provide to same time and in the Saints Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary conflict of interest, or other similar duty to the Corporation. The decision if such Investor or its representative is a competitor of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereofCompany. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. Each of (a) HCV VII SightLine Healthcare Opportunity Fund II, L.P. (collectively with SightLine Healthcare Opportunity Fund II-A, L.P. and SightLine Healthcare Opportunity Fund II-B, L.P., “Sightline”), (b) Cross Creek Capital, L.P. and Cross Creek Capital Employees’ Fund, L.P. (which for purposes of this Agreement shall be deemed to be Affiliates of each other and shall collectively have the right to appoint an observer to the Board one Representative), (the c) Vapotherm Investors, LLC, (d) Xxxxxx Foundation Hospitals (“HCV ObserverKFH”), The Permanente Federation LLC – Series F (“PF”), The Permanente Federation LLC-Series G (“PG”), The Permanente Federation LLC-Series I (“PI”) as and The Permanente Federation LLC – Series J (“PJ”) (for purposes of this Agreement, KFH, PF, PG, PI and PJ shall be deemed to be Affiliates of each other and shall collectively have one Representative), (e) Adage Capital Partners, LP (“Adage”) and (f) Redmile Fund (“Redmile”), in each case for so long as HCV VII, together it (collectively with members its respective Affiliates) owns at least 100,000 shares of Common Stock issued or issuable upon conversion of the HCV Group, holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII (as adjusted for stock splits, stock dividends, combinations and members of the HCV Group pursuant other recapitalizations), shall be permitted to the Purchase Agreement. The HCV Observer shall have the right send a representative (each, a “Representative”) to attend attend, as nonvoting observer, all meetings of the Board or committees thereof and, in a non-voting observer capacitythis respect, the Company shall provide each Representative copies of all notices, minutes, consents, and other material that it provides to its Directors at the Corporation shall provide to the HCV Observer all same time as such materials are provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the BoardDirectors; provided, however, that the Corporation Company reserves the right to exclude such representatives any Representative from access to any material or meeting or portion thereof if the Corporation Company in good faith believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or to protect highly confidential proprietary information, the disclosure . Each Representative may participate in discussions of which should not be made to any person who does not have a fiduciary or other similar duty matters brought to the CorporationBoard or the committees thereof. The decision Company shall not reimburse expenses incurred by each Representative in attending any meeting of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions committees thereof. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII shall have the right to appoint an observer to the Board As long as KPCB Holdings, Inc., as nominee (the “HCV ObserverKPCB”) as long as HCV VII, together with members of the HCV Group, holds greater owns not less than seventy five fifty percent (7550%) of the shares of the Series A-1 D Preferred Stock originally purchased by HCV VII and members it holds as of the HCV Group pursuant date of this Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of KPCB (the “KPCB Observer”) to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such KPCB Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such KPCB Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Purchase AgreementCompany reserves the right to withhold any information and to exclude such KPCB Observer from any meeting or portion thereof 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, or if such Investor or the KPCB Observer is a Competitor of the Company. The HCV KPCB Observer shall have initially be Xxxx Xxxxx. (b) As long as GV owns not less than fifty percent (50%) of the shares of the Series D Preferred Stock it holds as of the date of this Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of GV (the “GV Observer”) to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such GV Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such GV Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such GV Observer from any meeting or portion thereof 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, or if such Investor or the GV Observer is a Competitor of the Company. The GV Observer shall initially be XX Xxxxxxx. (c) The holders of a majority of the outstanding shares of Series E Preferred Stock shall be entitled to designate a representative (the “Series E Observer”) to attend all meetings of the Company’s Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such Series E Observer copies of all notices, minutes, consents, and the Corporation shall provide other materials that it provides to the HCV Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boardits directors; provided, however, that such Series E Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided (except that such Series E Observer may share such information with the Corporation holders of outstanding shares of Series E Preferred Stock, provided that such holders agree to hold such information in confidence and trust); and provided further, that the Company reserves the right to withhold any information and to exclude such representatives Series E Observer from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary conflict of interest, or other similar duty to if such Series E Observer is, or is an Affiliate of, a Competitor of the CorporationCompany. The decision of the Board with respect to the privileged or confidential nature of such information Series E Observer shall initially be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereofXxxx Xxxxxxx. (bd) Saints As long as Thrive Capital Partners IV, L.P. (“SaintsThrive Capital”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater owns not less than seventy-five fifty percent (7550%) of the shares of the Series A-1 F Preferred Stock originally purchased by Saints and the other member it holds as of the Saints/Oxford Group pursuant to date of this Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Purchase Agreement. The Saints Observer Company shall have invite a representative of Thrive Capital (the right “Thrive Capital Observer”) to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such Thrive Capital Observer copies of all notices, minutes, consents, and the Corporation shall provide other materials that it provides to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boardits directors; provided, however, that such Thrive Capital Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives Thrive Capital Observer from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary conflict of interest, or other similar duty to if such Investor or the CorporationThrive Capital Observer is a Competitor of the Company. The decision of the Board with respect to the privileged or confidential nature of such information Thrive Capital Observer shall initially be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereofXxxxxx Xxxxxxx. (ce) Brookside shall have the right to appoint As long as SoftBank Vision Fund (AIV MI) L.P. or an observer to the Board Affiliate thereof (the collectively, “Brookside ObserverSoftBank”) as long as Brookside, together with other members of the Brookside Group, holds greater owns not less than seventy-five fifty percent (7550%) of the shares of the Series A-1 G Preferred Stock originally purchased by Brookside and the other member it holds as of the Brookside Group pursuant to date of this Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Purchase Agreement. The Brookside Observer Company shall have invite a representative of SoftBank (the right “SoftBank Observer”) to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such SoftBank Observer copies of all notices, minutes, consents, and the Corporation shall provide other materials that it provides to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boardits directors; provided, however, that such SoftBank Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives SoftBank Observer from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary conflict of interest, or other similar duty to if such Investor or the CorporationSoftBank Observer is a Competitor of the Company. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome SoftBank Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not initially be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereofXxxx Xxxxxx.

Observer Rights. (a) HCV VII shall have the right to appoint an observer Subject to the Board (the “HCV Observer”) as provisions of this Section 8.4, so long as HCV VII, together with members Xxxxxxx X. Xxxxxx holds at least an aggregate of 2,054,678 shares of the HCV GroupCompany's Series B Preferred Stock, holds greater than seventy five percent (75%) of the Series A-1 C Preferred Stock originally purchased by HCV VII and members of Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the HCV Group pursuant to the Purchase Agreement. The HCV Observer like), he shall have the right to attend all meetings of the Company's Board of Directors (other than Board committee meetings) in a non-voting nonvoting observer capacity, and the Corporation shall provide to the HCV Observer all materials provided to the members of the Board and receive notice of such meetingsmeetings and to receive all minutes, all in consents and other materials, financial or otherwise, which the manner and at the time provided Company provides to its Board of Directors ("Observer Rights"). Subject to the members provisions of this Section 8.4, so long as Advantage Capital Missouri Partners I, L.P., Advantage Capital Missouri Partners II, L.P. and their Affiliates hold at least an aggregate of 940,875 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. Subject to the provisions of this Section 8.4, so long as White Pines Limited Partnership I and Pacific Capital, L.P. hold at least an aggregate of 1,104,526 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. The Company may require as a condition precedent to granting Observer Rights under this Section 8.4 that each person proposing to attend any meeting of the Board; provided, however, that Company's Board of Directors and each person to have access to any of the Corporation information provided by the Company to the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such meetings or otherwise. The Company also reserves the right not to provide information and to exclude such representatives persons having Observer Rights from access to any material or meeting or portion thereof (a) if the Corporation Company believes upon advice of counsel and with reasonable notice to the persons having Observer Rights that attendance at such exclusion is necessary to preserve meeting by such persons would adversely affect the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting's fiduciary duties, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IVto protect confidential or competitively sensitive information. The Observer Rights set forth in this Section 8.4 shall terminate upon the closing of a Qualifying Public Offering, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group unless terminated sooner pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings terms of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof8.4. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII As long as ARE owns all of the shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall have invite a representative of ARE to attend all meetings of its Board of Directors in a non-voting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to appoint an observer withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the Board attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (the “HCV Observer”b) as For so long as HCV VII, together with members Lundbeck owns of the HCV Group, holds greater than seventy five record at least fifty percent (7550%) of the Series A-1 Preferred Stock originally purchased by HCV VII and members shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the HCV Group pursuant to Exclusive License Agreement, the Purchase Agreement. The HCV Observer Company shall have the right invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacitycapacity and, in this respect, shall give such designee copies of all notices, minutes, consents, and other materials that it provides to its directors at the Corporation shall provide to same time and in the HCV Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; provided, however, that such representatives shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the Corporation information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from access to any material or meeting or portion thereof (i) if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege or to protect highly confidential informationbetween the Company and its counsel (on the advice of Lundbeck’s counsel), the would result in disclosure of which should not be made trade secrets to any person who does not have persons or parties other than such designee or Lundbeck or would cause a fiduciary conflict of interest, or other similar duty to the Corporation. The decision (ii) if such designee or Lundbeck is a Competitor of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereofCompany. (bc) Saints Capital IV, L.P. As long as Arix Bioscience Holdings Limited (“SaintsArix”) shall have the right or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to appoint an observer to the Board (the “Saints Observer”Section 4.1.1(a) as long as Saints, together with other members of Part B of Article Fourth of the Saints/Oxford GroupRestated Certificate), holds greater than seventy-five percent (75%) the Company shall invite a representative of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right Arix to attend all meetings of the its Board of Directors in a non-voting observer capacitycapacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the Corporation shall provide to same time and in the Saints Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary or other similar duty to the Corporationconflict of interest. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting Notwithstanding the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b3.4(c) who, in shall terminate and be of no further force and effect upon the good faith determination automatic conversion of any shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 of the Board, has conflicting interests Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereofRestated Certificate. (cd) Brookside shall have the right to appoint an observer to the Board As long as OrbiMed Private Investments VII, LP (the “Brookside ObserverOrbiMed”) as long as Brooksideor any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, together with other members than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Brookside GroupRestated Certificate), holds greater than seventy-five percent (75%) the Company shall invite a representative of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right OrbiMed to attend all meetings of the its Board of Directors in a non-voting observer capacitycapacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the Corporation shall provide to same time and in the Brookside Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary or other similar duty to the Corporationconflict of interest. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting Notwithstanding the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c3.4(d) who, in shall terminate and be of no further force and effect upon the good faith determination automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Board, has conflicting interests Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereofRestated Certificate. (de) Wellcome shall have the right to appoint an observer to the Board As long as RA Capital Healthcare Fund, L.P. (the “Wellcome ObserverRA Capital”) as long as Wellcome holds greater or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than seventy five percent (75%pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to Restated Certificate), the Purchase Agreement. The Wellcome Observer Company shall have the right invite a representative of RA Capital to attend all meetings of the its Board of Directors in a non-voting observer capacitycapacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the Corporation shall provide to same time and in the Wellcome Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary or other similar duty to the Corporationconflict of interest. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting Notwithstanding the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a3.4(e) who, in shall terminate and be of no further force and effect upon the good faith determination automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Board, has conflicting interests Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereofRestated Certificate.

Observer Rights. (a) HCV Devon Park Bioventures, L.P., Bessemer Venture Partners VII shall have L.P., MPM Bio IV NVS Strategic Fund, LP, TVM Life Science Ventures VI, L.P., Skyline Venture Partners Qualified Purchaser Fund IV, L.P., Prism Venture Partners V, L.P., Intersouth Partners VI, L.P., Deerfield Private Design Fund III, L.P., Abingworth Bioventures VI LP, Pharmstandard International S.A., and the right to appoint an observer to the Board (the “HCV Observer”) as long as HCV VII, together with members holders of a majority of the HCV Group, holds greater than seventy five percent outstanding shares of capital stock held by the Key Holders (75%as defined in the Voting Agreement) of the Series A-1 Preferred Stock originally purchased by HCV VII and members of the HCV Group pursuant shall each be entitled to the Purchase Agreement. The HCV Observer shall have the right designate one person to attend all meetings of the Company’s Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, the Company shall give such designees copies of all notices, minutes, consents, and other materials that it provides to its directors at the Corporation shall provide to same time and in the HCV Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; provided, however, that each such designee shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Corporation Company reserves the right to withhold any information and to exclude any such representatives designee from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary or other similar duty to the Corporationconflict of interest. The decision right of the holders of a majority of the outstanding shares of capital stock held by the Key Holders to designate a Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights observer under this Section 4.2(a) may only be assigned in connection with section shall terminate on the transfer of all date on which the Key Holders, as of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoingeffective date of this Agreement, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater hold collectively less than seventy-five percent (755%) of the Series A-1 Preferred Stock originally purchased by Saints total issued and the other member outstanding voting capital stock of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereofCompany. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII shall have the right to appoint an observer to the Board (the “HCV Observer”) as As long as HCV VII, together with members of the HCV Group, holds greater than seventy five percent Vantage Point Venture Partners (75%"Vantage Point") of the Series A-1 Preferred Stock originally purchased by HCV VII and members of the HCV Group pursuant to the Purchase Agreement. The HCV Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the HCV Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should owns not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater less than seventy-five percent (75%) of the shares of the Series A-1 C Preferred Stock originally it purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Series C Preferred Stock Purchase Agreement by and among the Company and the Investors listed on Schedule A thereto, dated May 15, 1998 (the "Series C Agreement. The Saints Observer "), (or an equivalent amount of Common Stock issued upon conversion thereof) and does not have a representative on the Company's Board of Directors, the Company shall have the right invite a representative of Vantage Point to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and the Corporation shall provide other materials that it provides to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boardits directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the would result in disclosure of which should not be made trade secrets to any person who does not have such representative or if such Investor or its representative is a fiduciary or other similar duty to the Corporation. The decision direct competitor of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereofCompany. (cb) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as As long as BrooksideCGI, together with other members of the Brookside Group, holds greater LLC ("CGI") owns not less than seventy-five percent (75%) of the shares of the Series A-1 D Preferred Stock originally it purchased by Brookside and the other member of the Brookside Group pursuant to the Series D Preferred Stock and Warrant Purchase Agreement by and among the Company and the Investors listed on Schedule A thereto of even date herewith (the "Series D Agreement. The Brookside Observer "), (or an equivalent amount of Common Stock issued upon conversion thereof) and does not have a representative on the Company's Board of Directors, the Company shall have the right invite a representative of CGI to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and the Corporation shall provide other materials that it provides to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boardits directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the would result in disclosure of which should not be made trade secrets to any person who does not have such representative or if such Investor or its representative is a fiduciary or other similar duty to the Corporation. The decision direct competitor of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereofCompany. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII 15.2.1 During the Term, Lockheed Mxxxxx shall have the right be entitled to appoint an designate one observer to the Board (the “HCV Board Observer”) as long as HCV VII, together with members of the HCV Group, holds greater than seventy five percent to attend any regular meeting (75%a “BOD Meeting”) of the Series A-1 Preferred Stock originally purchased Terran Board (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by HCV VII and members the Terran Board (or any relevant committee thereof) at any such meetings. The Board Observer shall be timely notified of the HCV Group pursuant time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Purchase AgreementTerran Board (or any relevant committee thereof) as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The HCV Board Observer shall have the right to attend receive all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the HCV Observer all materials information provided to the members of the Terran Board or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Company in anticipation of or at such meeting (regular or special and notice whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meetingsmeeting, all in the manner and at the time when provided to the members members, and the Board Observer shall keep such materials and information confidential in accordance with Section 12.07 of the Board; providedPurchase Agreement (for the avoidance of doubt, howeverLockheed Mxxxxx shall be entitled to receive any such materials and information from the Board Observer as an Affiliate of the Board Observer in accordance with Section 12.07 of the Purchase Agreement and shall keep such information confidential in accordance therewith). The Company shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. 15.2.2 Notwithstanding the foregoing, that the Corporation reserves Company may exclude the right to exclude such representatives Board Observer from access to any material or meeting or portion thereof if if: (i) the Corporation believes Terran Board concludes in good faith, upon advice of counsel the Company’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Company or any of its Affiliates and its counsel; (ii) such portion of a meeting is an executive session limited solely to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision independent director members of the Terran Board, independent auditors and/or legal counsel, as the Terran Board may designate and such limitation is reasonably necessary with respect to the privileged applicable matters; or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a(iii) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve avoid a conflict of interest between the attorney-client privilege or to protect highly confidential information, Company on the disclosure of which should not one hand and Lockheed Mxxxxx on the other. 15.2.3 The Board Observer shall be made to any person who does not have a fiduciary or other similar duty entitled to the Corporation. The decision of the Board with respect same rights to the privileged or confidential nature of such information shall be final travel, accommodation and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) other incidental expense reimbursement as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board Terran Board. The Company acknowledges and notice agrees that the foregoing right to reimbursement of such meetings, all in the manner and at the time provided expenses constitutes a third-party right extended to the members of Board Observer by the Board; provided, however, that the Corporation reserves the Company and does not constitute a right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice reimbursement of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have expenses as a fiduciary or other similar duty to the Corporation. The decision result of the Board with respect to the privileged Observer serving as a director, officer, employee or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all agent of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereofCompany. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII shall have the right to appoint an observer Subject to the Board (the “HCV Observer”) as provisions of this Section 8.4, so long as HCV VII, together with members Stepxxx X. Xxxxxx xxxds at least an aggregate of 2,054,678 shares of the HCV GroupCompany's Series B Preferred Stock, holds greater than seventy five percent (75%) of the Series A-1 C Preferred Stock originally purchased by HCV VII and members of Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the HCV Group pursuant to the Purchase Agreement. The HCV Observer like), he shall have the right to attend all meetings of the Company's Board of Directors (other than Board committee meetings) in a non-voting nonvoting observer capacity, and the Corporation shall provide to the HCV Observer all materials provided to the members of the Board and receive notice of such meetingsmeetings and to receive all minutes, all in consents and other materials, financial or otherwise, which the manner and at the time provided Company provides to its Board of Directors ("Observer Rights"). Subject to the members provisions of this Section 8.4, so long as Advantage Capital Missouri Partners I, L.P., Advantage Capital Missouri Partners II, L.P. and their Affiliates hold at least an aggregate of 940,875 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. Subject to the provisions of this Section 8.4, so long as White Pines Limited Partnership I and Pacific Capital, L.P. hold at least an aggregate of 1,104,526 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. The Company may require as a condition precedent to granting Observer Rights under this Section 8.4 that each person proposing to attend any meeting of the Board; provided, however, that Company's Board of Directors and each person to have access to any of the Corporation information provided by the Company to the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such meetings or otherwise. The Company also reserves the right not to provide information and to exclude such representatives persons having Observer Rights from access to any material or meeting or portion thereof (a) if the Corporation Company believes upon advice of counsel and with reasonable notice to the persons having Observer Rights that attendance at such exclusion is necessary to preserve meeting by such persons would adversely affect the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting's fiduciary duties, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IVto protect confidential or competitively sensitive information. The Observer Rights set forth in this Section 8.4 shall terminate upon the closing of a Qualifying Public Offering, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group unless terminated sooner pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings terms of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee8.4. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.28 30

Observer Rights. (a) HCV VII Prior to an Initial Public Offering, Collateral Agent shall have the right to appoint an observer to the Board (the “HCV Observer”) as long as HCV VII, together with members of the HCV Group, holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII and members of the HCV Group pursuant to the Purchase Agreement. The HCV Observer shall have the right to a single representative attend all meetings of the Board in a non-voting Board, as an observer capacitywithout the right to vote (the “Observer”). Initially, and the Corporation Observer shall provide to the HCV be Xxxx Xxxxx. Observer shall be provided written notice (which may be via email) of all materials provided to the members regular or special meetings of the Board and notice of such meetings, all in the manner and at the same time as provided to the members all directors. Parent shall concurrently provide Observer with copies of all notices, minutes, consents and other materials it provides to any member of the Board; providedBoard or any committee thereof, however, provided that the Corporation reserves the right to exclude such representatives any materials protected from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve discovery by the attorney-client privilege or to protect highly confidential informationthe attorney work product privilege, the disclosure of which should not be made to any person who does not have a fiduciary materials necessary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, advisable in the good faith determination of the BoardBoard to avoid a conflict of interest between Borrowers, has conflicting interests with on the Corporationone hand, then and Agents and Lenders, on the Corporation shall have the rightother hand, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any confidential compensation information and documents, or any portions thereoftrade secrets may be excluded. All Confidential Information provided to Observer pursuant to this Section 5.12 shall be subject to the confidentiality obligations under Section 13.11. (b) Saints Capital IVIn addition to any other rights or remedies to which Collateral Agent may be entitled, L.P. Xxxxxxxx agrees to and will indemnify and hold harmless Agents, Lenders, Observer, their Affiliates and all of their respective successors, assigns, officers, directors, employees, attorneys, and agents from and against any and all losses, claims, obligations, liabilities, deficiencies, Amended and Restated Loan and Security Agreement – Domo, Inc. diminutions in value, penalties, causes of action, damages, costs, and expenses (including, without limitation, costs of investigation and defense, reasonable attorneys’ fees and expenses) that they, or any of them, may suffer, incur, or be responsible for, arising or resulting from the exercise of rights pursuant to Section 5.12(a) and/or service or status as an “Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials ; provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should Borrower will not be made required to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned reimburse Observer for out-of-pocket expenses incurred by Observer in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, Observer’s attendance at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Xxxxxx’s Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII shall have the right to appoint an observer Subject to the Board (the “HCV Observer”) as provisions of this Section 8.4, so long as HCV VII, together with members Xxxxxxx X. Xxxxxx holds at least an aggregate of 2,054,678 shares of the HCV GroupCompany's Series B Preferred Stock, holds greater than seventy five percent (75%) of the Series A-1 C Preferred Stock originally purchased by HCV VII and members of Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the HCV Group pursuant to the Purchase Agreement. The HCV Observer like), he shall have the right to attend all meetings of the Company's Board of Directors (other than Board committee meetings) in a non-voting nonvoting observer capacity, and the Corporation shall provide to the HCV Observer all materials provided to the members of the Board and receive notice of such meetingsmeetings and to receive all minutes, all in consents and other materials, financial or otherwise, which the manner and at the time provided Company provides to its Board of Directors ("Observer Rights"). Subject to the members provisions of this Section 8.4, so long as Advantage Capital Missouri Partners I, L.P., Advantage Capital Missouri Partners II, L.P. and their Affiliates hold at least an aggregate of 940,875 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. Subject to the provisions of this Section 8.4, so long as White Pines Limited Partnership I and Pacific Capital, L.P. hold at least an aggregate of 1,104,526 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. The Company may require as a condition precedent to granting Observer Rights under this Section 8.4 that each person proposing to attend any meeting of the Board; provided, however, that Company's Board of Directors and each person to have access to any of the Corporation information provided by the Company to the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such meetings or otherwise. The Company also reserves the right not to provide information and to exclude such representatives persons having Observer Rights from access to any material or meeting or portion thereof (a) if the Corporation Company believes upon advice of counsel and with reasonable notice to the persons having Observer Rights that attendance at such exclusion is necessary to preserve meeting by such persons would adversely affect the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting's fiduciary duties, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreementprotect confidential or competitively sensitive information. The Saints Observer shall have the right to attend all meetings of the Board Rights set forth in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.Section

Observer Rights. (a) HCV VII shall have the right to appoint an observer Subject to the Board (the “HCV Observer”) as provisions of this Section 8.4, so long as HCV VII, together with members Xxxxxxx X. Xxxxxx holds at least an aggregate of 2,054,678 shares of the HCV GroupCompany's Series B Preferred Stock, holds greater than seventy five percent (75%) of the Series A-1 C Preferred Stock originally purchased by HCV VII and members of Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the HCV Group pursuant to the Purchase Agreement. The HCV Observer like), he shall have the right to attend all meetings of the Company's Board of Directors (other than Board committee meetings) in a non-voting nonvoting observer capacity, and the Corporation shall provide to the HCV Observer all materials provided to the members of the Board and receive notice of such meetingsmeetings and to receive all minutes, all in consents and other materials, financial or otherwise, which the manner and at the time provided Company provides to its Board of Directors ("OBSERVER RIGHTS"). Subject to the members provisions of this Section 8.4, so long as Advantage Capital Missouri Partners I, L.P., Advantage Capital Missouri Partners II, L.P. and their Affiliates hold at least an aggregate of 940,875 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. Subject to the provisions of this Section 8.4, so long as White Pines Limited Partnership I and Pacific Capital, L.P. hold at least an aggregate of 1,104,526 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. The Company may require as a condition precedent to granting Observer Rights under this Section 8.4 that each person proposing to attend any meeting of the Board; provided, however, that Company's Board of Directors and each person to have access to any of the Corporation information provided by the Company to the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such meetings or otherwise. The Company also reserves the right not to provide information and to exclude such representatives persons having Observer Rights from access to any material or meeting or portion thereof (a) if the Corporation Company believes upon advice of counsel and with reasonable notice to the persons having Observer Rights that attendance at such exclusion is necessary to preserve meeting by such persons would adversely affect the attorney-client privilege or the Board's fiduciary duties, or (b) to protect highly confidential or competitively sensitive information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under Observer Rights set forth in this Section 4.2(a) may only be assigned 8.4 shall terminate upon the closing of a Qualifying Public Offering (or an IPO that is not a Qualifying Public Offering in connection with the transfer of which all of the shares of Series Preferred are converted into shares of Common Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(bRestated Certificate) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group unless terminated sooner pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings terms of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof8.4. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (ai) HCV VII For so long as it or its affiliates (i) hold less than two (2) seats on the Board; and (ii) own at least 500,000 shares of the Preferred Stock of the Company, Hatteras shall have the right to appoint an designate one person to receive notice of all meetings of the Board, to attend any such meeting as a nonvoting observer and to comment for the record at any such meeting (for purposes of this Section 3.1(f)(i), the term “meeting” shall be deemed to include all “executive sessions” and any other similar meeting of all or part of the Board or any committee thereof); provided, however, that such observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such observer from any meeting or portion thereof 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, or if such Investor or its representative is a competitor of the Company. Each observer so appointed as provided above shall sign a confidentiality agreement reasonably acceptable to the Board (the “HCV Observer”) as long as HCV VII, together with members of the HCV Group, holds greater than seventy five percent (75%) Company prior to his or her first attendance to his or her first meeting of the Series A-1 Preferred Stock originally purchased by HCV VII and members Board. (ii) Until the later of January 31, 2016 or such time as Santen does not hold at least 5% of the HCV Group pursuant to the Purchase Agreement. The HCV Observer Company’s capital stock (on an as converted, fully diluted basis), Santen shall have the right to attend designate one person to receive notice of all meetings of the Board in Board, to attend any such meeting as a non-voting observer capacitynonvoting observer, to comment for the record at any such meeting and to receive copies of all notices, minutes, consents, and the Corporation shall provide to the HCV Observer all other materials provided to the members of the Board and notice of such meetingsthat it provides, all in the manner and at the same time provided such materials are provided, to the its members of the Board; provided, however, that such observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives observer from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that (a) access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, (b) access to such information or to protect highly confidential information, the attendance at such meeting could result in disclosure of which should not trade secrets or a conflict of interest, (c) such Investor or its representative is a competitor of the Company or (d) such information or materials relate to the use of the Company’s technology with any proprietary pharmaceutical molecule or formulation of a third party, including preclinical and clinical data and the terms of any agreement related to the combined use of Company technology with any such third party molecule or formulation. The rights in this Section 3.1(f)(ii) are personal to Santen and shall in no event be made assignable to any person who does not have a fiduciary or other similar duty to entity without the Corporation. The decision express consent of the Board with respect to the privileged or confidential nature of such information shall be final Company. (iii) For so long as MGC Venture Partners 2013, L.P. and binding. HCV VII’s rights under this Section 4.2(aits affiliates (collectively, “MGC”) may only be assigned in connection with the transfer of all own at least 250,000 shares of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the BoardCompany (subject to adjustment for stock splits, has conflicting interests with the Corporationconsolidations, then the Corporation shall have the rightreclassifications, at any time and from time to timeetc.), to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IV, L.P. (“Saints”) MGC shall have the right to appoint an observer designate one person to the Board (the “Saints Observer”) as long as Saints, together with other members receive notice of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings of the Board in Board, to attend any such meeting as a non-voting observer capacitynonvoting observer, to comment for the record at any such meeting and to receive copies of all notices, minutes, consents, and the Corporation shall provide to the Saints Observer all other materials provided to the members of the Board and notice of such meetingsthat it provides, all in the manner and at the same time provided such materials are provided, to the its members of the Board; provided, however, that such observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives observer from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary conflict of interest, or other similar duty to the Corporation. The decision if such Investor or its representative is a competitor of the Board with respect to the privileged or confidential nature of such information shall be final Company. (iv) For so long as RMI Investments S.a.r.l. and binding. Saints’ rights under this Section 4.2(bits affiliates (collectively, “RMI”) may only be assigned in connection with the transfer of all own at least 250,000 shares of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the BoardCompany (subject to adjustment for stock splits, has conflicting interests with the Corporationconsolidations, then the Corporation shall have the rightreclassifications, at any time and from time to timeetc.), to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside RMI shall have the right to appoint an observer designate one person to the Board (the “Brookside Observer”) as long as Brookside, together with other members receive notice of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in Board, to attend any such meeting as a non-voting observer capacitynonvoting observer, to comment for the record at any such meeting and to receive copies of all notices, minutes, consents, and the Corporation shall provide to the Brookside Observer all other materials provided to the members of the Board and notice of such meetingsthat it provides, all in the manner and at the same time provided such materials are provided, to the its members of the Board; provided, however, that such observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives observer from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary conflict of interest, or other similar duty to the Corporation. The decision if such Investor or its representative is a competitor of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereofCompany. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII The Majority G3 Investors shall have the right to appoint an one observer to the Board (the “HCV G3 Observer”) ), provided, however, that in order for any G3 Investor to be eligible to participate in the appointment of an individual as long as HCV VIIthe G3 Observer, such G3 Investor, together with members of the HCV such G3 Investor’s Group, holds must continue to hold greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII such G3 Investor and members of the HCV such G3 Investor’s Group pursuant to the Series A-1 Stock Purchase Agreement and greater than seventy five percent (75%) of the Series B Preferred Stock originally purchased by such G3 Investor and members of such G3 Investor’s Group pursuant to the Series B Stock Purchase Agreement. The HCV G3 Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the HCV G3 Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s The rights of each G3 Investor under this Section 4.2(a4.3(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII such G3 Investor to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints the Majority G3 Investors appoint any person to be the HCV G3 Observer under this Section 4.2(a4.3(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV G3 Observer from access to any meeting, or any portion thereof, and/or deny the HCV G3 Observer access to any information and documents, or any portions thereof. (b) Saints Capital IVIn the event that the Board approves the grant of the rights contained herein to a purchaser of shares of Series B-2 Preferred Stock under the Stock Purchase Agreement after the date hereof (any such purchaser with respect to whom the Board has approved the granting of such rights, L.P. (the “SaintsExtra Purchaser”) ), upon such Extra Purchaser becoming a party hereto and a Stockholder hereunder, such Extra Purchaser shall have the right to appoint an observer to the Board (the “Saints Extra Observer”) as long as Saints, together with other members of the Saints/Oxford Group, such Extra Purchaser holds greater than seventy-seventy five percent (75%) of the Series A-1 B-2 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group such purchaser pursuant to the Stock Purchase Agreement. The Saints Extra Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Extra Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ The Extra Purchaser’s rights under this Section 4.2(b4.3(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints the Extra Purchaser to the assignee. In addition and without limiting the foregoing, in the event that Saints the Extra Purchaser appoints any person to be the Saints Extra Observer under this Section 4.2(b4.3(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Extra Observer from access to any meeting, or any portion thereof, and/or deny the Saints Extra Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII shall have the right to appoint an observer to the Board (the “HCV Observer”) as As long as HCV VII, together with members Xxxxx Street Partners owns not less than 50% of the HCV Group, holds greater than seventy five percent (75%) shares of the Series A-1 B-2 Preferred Stock originally it purchased by HCV VII and members under the Series B-2 Preferred Stock Purchase Agreement dated November 24, 2010 (or an equivalent amount of Common Stock issued upon conversion thereof), the HCV Group pursuant to the Purchase Agreement. The HCV Observer Company shall have the right invite a representative of Xxxxx Street Partners to attend all meetings of the Board in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and the Corporation shall provide other materials that it provides to the HCV Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boardits directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the disclosure result in a conflict of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereofinterest. (b) Saints Capital IVUntil the earlier of the termination of this Agreement or November 24, L.P. 2015, as long as King Holdings (Vic) Pty Ltd and Xxxxx/Xxxx Holdings Pty Ltd, together (together referred to as (“SaintsStateless Holders”) shall have ), own not less than 80% of the right shares of the Series B-2 Preferred Stock issued to appoint an observer to them under the Board Asset Purchase Agreement dated November 24, 2010 (the “Saints ObserverAsset Purchase Agreement”) as long as Saints), together with other members of or any amounts remain outstanding under that certain promissory note issued by the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group Company pursuant to the Asset Purchase Agreement. The Saints Observer , the Company shall have invite one representative of the right Stateless Holders to attend all meetings of the Board in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and the Corporation shall provide other materials that it provides to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boardits directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the disclosure result in a conflict of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereofinterest. (c) Brookside shall have the right to appoint an observer to the Board As long as X.X. Xxxxxx Digital Growth Fund, L.P. (the “Brookside ObserverXX Xxxxxx”) as long as Brookside, together with other members owns not less than 50% of the Brookside Group, holds greater than seventy-five percent (75%) shares of the Series A-1 BB-3 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to it is purchasing under the Purchase Agreement. The Brookside Observer Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall have the right invite a representative of XX Xxxxxx to attend all meetings of the Board in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and the Corporation shall provide other materials that it provides to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boardits directors; provided, however, that such representative shall agree to hold in confidence in accordance with Section 4.6 of the Corporation Investors’ Rights Agreement all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board result in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members conflict of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereofinterest.

Observer Rights. (a) HCV VII shall have the right to appoint an observer to the Board (the “HCV Observer”) as As long as HCV VII, MVM (together with members of the HCV Group, holds greater its Affiliates) owns not less than seventy five fifty percent (7550%) of the Series A-1 shares of Preferred Stock originally purchased by HCV VII it owns on the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof) and members no such shares of the HCV Group Preferred Stock have been converted into Common Stock pursuant to a Special Mandatory Conversion (as defined in the Purchase Agreement. The HCV Observer Prior Certificate), the Company shall have the right invite a representative of MVM to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the Corporation shall provide to same time and in the HCV Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; provided, however, that such representative shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that if: (i) access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, or (ii) the Company, acting in good faith, believes that access to protect highly confidential information, the disclosure of which should not such information is reasonably likely to be made to any person who does not have a fiduciary or other similar duty detrimental to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereofCompany. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as As long as Saints, together with other members of the Saints/Oxford Group, holds greater Xxxxxxx Xxxxx owns not less than seventy-five two percent (752%) of the Series A-1 Preferred total Common Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to Company then outstanding (assuming full conversion and/or exercise, as applicable, of all outstanding Derivative Securities), the Purchase Agreement. The Saints Observer Company shall have the right invite Xxxxxxx Xxxxx to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give Xxxxxxx Xxxxx copies of all notices, minutes, consents, and other materials that it provides to its directors at the Corporation shall provide to same time and in the Saints Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; provided, however, that Xxxxxxx Xxxxx hereby agrees to hold in confidence and trust with respect to all information so provided; and provided further, that the Corporation Company reserves the right to withhold any information and to exclude such representatives Xxxxxxx Xxxxx from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that if: (i) access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, or (ii) the Company, acting in good faith, believes that access to protect highly confidential information, the disclosure of which should not such information is reasonably likely to be made to any person who does not have a fiduciary or other similar duty detrimental to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereofCompany. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.