Common use of Observer Rights Clause in Contracts

Observer Rights. Each of LVP and any other Purchaser of --------------- 1,000,000 or more shares of Series C Preferred Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to the Company (such designee, an "Observer") who shall be entitled to notice of, to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent of the Board of Directors (the "Board") of the Company and all committees thereof; provided however, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary duties, or (b) in the good faith determination of a majority of the Board, result in a conflict of interest with the Company due to the Observer's and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting of the Board, or (b) counted for purposes of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company.

Observer Rights. Each (a) Prior to an Initial Public Offering, Collateral Agent shall have the right to have a single representative attend all meetings of LVP and any other Purchaser of --------------- 1,000,000 or more shares of Series C Preferred Stock the Board, as an observer without the right to vote (a "Designating Entity") the “Observer”). Initially, the Observer shall be entitled to designate one (1) individual reasonably acceptable to the Company (such designee, an "Observer") who Xxxx Xxxxx. Observer shall be entitled to provided written notice of, to attend and to any documentation distributed to members before, during (which may be via email) of all regular or after, all meetings, and, as to LVP, including any action to be take by written consent special meetings of the Board at the same time as provided to all directors. Parent shall concurrently provide Observer with copies of Directors (the "Board") all notices, minutes, consents and other materials it provides to any member of the Company and all committees Board or any committee thereof; , provided however, that the Company reserves the right to withhold any information and to exclude such representative materials protected from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken discovery by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, adversely affect the attorney-client privilege between or the Company and its counsel attorney work product privilege, any materials necessary or cause the Board to breach its fiduciary duties, or (b) advisable in the good faith determination of a majority of the Board, result in Board to avoid a conflict of interest with between Borrowers, on the Company due one hand, and Agents and Lenders, on the other hand, confidential compensation information and any trade secrets may be excluded. All Confidential Information provided to Observer pursuant to this Section 5.12 shall be subject to the Observer's and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting of the Board, or confidentiality obligations under Section 13.11. (b) counted for purposes In addition to any other rights or remedies to which the Collateral Agent may be entitled, Borrower agrees to and will indemnify and hold harmless Agents, Lenders, Observer, their Affiliates and all of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authoritytheir respective successors, if anyassigns, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designateofficers, directors, employees, attorneys, and may replaceagents from and against any and all losses, the Observer with or without cause claims, obligations, liabilities, deficiencies, diminutions in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely havevalue, from time to timepenalties, information that may be causes of interest to the Company ("Information") regarding a wide variety of matters includingaction, by way of example onlydamages, (1) LVP's technologies, plans and servicescosts, and plans and strategies relating thereto, expenses (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies costs of investigation and defense, reasonable attorneys' fees and expenses) that they, or any of them, may suffer, incur, or be competitive with responsible for, arising or resulting from the Company. The Company recognizes exercise of rights pursuant to Section 5.12(a) and/or service or status as an “Observer”; provided that a portion of such Information may be of interest to the Company. Such Information may or may Borrower will not be known required to reimburse Observer for out-of-pocket expenses incurred by the LVP Observer in connection with Observer. The Company, as a material part ’s attendance at any meetings of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the CompanyParent’s Board.

Observer Rights. Each (a) For so long as the Borealis Holders have the right to appoint a director to the Board of LVP Directors pursuant to Section 4.1(c), the Borealis Holders shall have the right to designate, by holders of a majority of the Common Stock Equivalents held by the Original Borealis Holders and any their Permitted Transferees (other Purchaser of --------------- 1,000,000 than the JWC Holders, the OMERS Holders and the Management Holders) or more shares of Series C Preferred Stock on their behalf by the Borealis Representative, one observer (a the "Designating EntityBOREALIS OBSERVER") shall who will be entitled to designate one attend all meetings of the Board of Directors; provided that the Borealis Observer shall have no voting rights with respect to actions taken or elected not to be taken by the Board of Directors; provided, further, that the Borealis Observer (1A) individual reasonably is acceptable to the Company Board of Directors acting reasonably and in good faith, (such designee, an "Observer"B) who shall be entitled to notice of, to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including not take any action or fail to be take by written consent any action which would, if the Borealis Observer were a director of the Company, violate his or her fiduciary duties to the Company and (C) shall recuse himself or herself from any part of any meeting of the Board of Directors if the Borealis Director recuses himself or herself. (the "Board"b) of the Company and all committees thereof; provided however, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (For so long as the Company notifies OMERS Holders have the Observer of such withholding and of any action taken by right to appoint a director to the Board as a result of such meeting) if access Directors pursuant to such information or attendance at such meeting wouldSection 4.1(d), (a) in the judgment of OMERS Holders shall have the Company's outside counselright to designate, adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary duties, or (b) in the good faith determination by holders of a majority of the BoardCommon Stock Equivalents held by the Original OMERS Holders and their Permitted Transferees (other than the JWC Holders, result the Borealis Holders and the Management Holders) or on their behalf by the OMERS Representative, one observer (the "OMERS OBSERVER") who will be entitled to attend all meetings of the Board of Directors; provided that the OMERS Observer shall have no voting rights with respect to actions taken or elected not to be taken by the Board of Directors; provided, further, that the OMERS Observer (A) is acceptable to the Board of Directors acting reasonably and in good faith, (B) shall not take any action or fail to take any action which would, if the OMERS Observer were a conflict director of interest with the Company, violate his or her fiduciary duties to the Company due to the Observer's and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that (C) shall recuse himself or herself from any withholding part of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting of the Board, Board of Directors if the OMERS Director recuses himself or (b) counted for purposes of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Companyherself.

Observer Rights. Each (a) For so long as the holders of LVP and any other Purchaser of --------------- 1,000,000 or more shares of the Series C Preferred hold collectively more than 9.9% of the outstanding Collective Common Stock (a "Designating Entity") whether directly or on an as converted basis), LM III shall be entitled have the right to designate one (1) individual reasonably acceptable non-voting observer to the Company Board (such designee, an "the “Board Observer") who ”). The Corporation shall be entitled to notice of, to attend notify the Board Observer of all regular and to any documentation distributed to members before, during or after, all meetings, and, as to LVPspecial meetings of the Board, including all regular and special meetings of any action committee of the Board, at the same time and in the same manner as the Purchaser Designee and shall also provide the Board Observer with copies of all notices, minutes, consents and other materials provided to be take by written consent all members of the Board of Directors (concurrently as such materials are provided to such members. The Board Observer shall have the "Board") right to be present and take notes during meetings of the Company and all committees thereof; provided Board, provided, however, that the Company reserves the Board Observer shall have no right to withhold any information and to exclude participate in discussions or vote at such representative from any meeting or portion thereof meetings. (b) For so long as the Company notifies holders of the Series C Preferred hold collectively more than 9.9% of the outstanding Collective Common Stock (whether directly or on an as converted basis), LM III shall have the right to designate one non-voting observer to each of the board of directors of each Significant Subsidiary (each, a “Significant Subsidiary Board Observer”). Each Significant Subsidiary shall notify its respective Significant Subsidiary Board Observer of all regular and special meetings of the board of directors of such withholding Significant Subsidiary, including all regular and special meetings of any action taken by the Board as a result committee of such meeting) if access board, at the same time and in the same manner as the Purchaser Designee and shall also provide, as applicable, to its Significant Subsidiary Board Observer with copies of all notices, minutes, consents and other materials provided to all members of the board of directors of such Significant Subsidiary concurrently as such materials are provided to such information or attendance members. Such Significant Subsidiary Board Observer shall have the right to be present at such meeting would, (a) in the judgment and take notes during meetings of the Company's outside counselboard of directors of each Significant Subsidiary, adversely affect the attorney-client privilege between the Company and its counsel or cause the provided, however, that such Significant Subsidiary Board to breach its fiduciary duties, or (b) in the good faith determination of a majority of the Board, result in a conflict of interest with the Company due to the Observer's and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting of the Board, or (b) counted for purposes of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company right to participate in any projects discussions or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of vote at such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Companymeetings.

Observer Rights. Each of LVP and any other Purchaser of --------------- 1,000,000 or more (a) For so long as SoftBank owns at least 1,667,205 shares of Series C Preferred Stock (a "Designating Entity"as adjusted for stock splits, stock dividends, combinations, recapitalizations or the like) shall be entitled to designate one (1) individual reasonably acceptable to or an equivalent amount of Common Stock issued upon conversion thereof, the Company shall invite a representative of SoftBank (each such designeerepresentative, an "a “SoftBank Board Observer") ”), who shall initially be entitled to notice ofXxxxx Xxxxxx, to attend and to any documentation distributed to members before, during or after, all meetings, meetings of its Board in a nonvoting observer capacity and, as in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to LVPits directors; provided, including any action however, that such representative shall agree to be take by written consent of the Board of Directors (the "Board") of the Company hold in confidence all information so provided; and all committees thereof; provided howeverfurther, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, would adversely affect the attorney-client privilege between the Company and its counsel or cause (b) would result in disclosure of trade secrets to such representative or a conflict of interest. Any SoftBank Board Observer shall be required to enter into a confidentiality agreement with the Company prior to the exercise of the rights contained in this Section 3.6(a). (b) For so long as QIA owns at least 250,000 shares of Preferred Stock (as adjusted for stock splits, stock dividends, combinations, recapitalizations or the like) or an equivalent amount of Common Stock issued upon conversion thereof, the Company shall invite a representative of QIA (each such representative, a “QIA Board Observer”), to breach attend all meetings of its fiduciary dutiesBoard in a nonvoting 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; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information or portion thereof and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting (a) would adversely affect the attorney-client privilege between the Company and its counsel or (b) in the good faith determination of a majority of the Board, would result in disclosure of trade secrets to such representative (c) would represent a conflict of interest or (d) would result in the disclosure of sensitive personal information of U.S. Persons. Any QIA Board Observer shall be required to enter into a reasonable and customary confidentiality agreement with the Company due prior to the Observer's and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting exercise of the Board, or (b) counted for purposes of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth rights contained in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company3.6(b).

Observer Rights. Each (a) If at any time (i) CGI Opportunity Fund II, L.P. (“Contrarian”) has not elected a designee to the Board of LVP Directors and any other Purchaser (ii) Contrarian is the owner of --------------- 1,000,000 or more shares of Series C Preferred Stock (a "Designating Entity") at least 970,000 Shares, Contrarian shall be entitled to designate appoint one representative to attend each meeting (1including telephonic meetings) individual reasonably acceptable to of the Company Board of Directors in a nonvoting observer capacity (such designee, an "the “Contrarian Board Observer") who ”). The Contrarian Board Observer shall be entitled to receive notice of, of each such meeting in the same form and manner as is given to attend and to any documentation distributed to the members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent of the Board of Directors (the "Board"“Directors”) and the same materials as and when provided to the Directors. The Board of Directors shall not conduct any material business by written consent without giving notice (which may be after the Company and all committees thereof; provided howeverfact) to the Contrarian Board Observer. The foregoing notwithstanding, that the Company reserves the right to withhold any information and to exclude such representative Contrarian Board Observer may be excluded from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of receiving any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary duties, or (b) in the good faith determination of a majority of the Board, result in a conflict of interest with the Company due to the Observer's and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth or appropriate to protect any confidential matters discussed therein, as necessary or appropriate to protect the Company’s attorney/client privilege or in the preceding sentence. The event that the Board of Directors reasonably determines in good faith that the Contrarian Board Observer shall not be (a) permitted to vote at any meeting of the Board, or has a conflicting interest. (b) counted for purposes of determining whether there is sufficient quorum for If at any time (i) CVV Partners L.P. (“CVVP”) has not elected a designee to the Board of Directors and (ii) CVVP is the owner of at least 120,000 Shares, CVVP shall be entitled to conduct its businessappoint one representative to attend each meeting (including telephonic meetings) of the Board of Directors in a nonvoting observer capacity (the “CVVP Board Observer”). The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the CVVP Board Observer shall owe no fiduciary or other duties be entitled to receive notice of each such meeting in the same form and manner as is given to the stockholders of Directors and the Company or otherwise have any directorial or other duties or liabilities same materials as and when provided to the Company or its stockholders except as specifically set forth in this Section 4.12Directors. A Designating Entity The Board of Directors shall designate, and not conduct any material business by written consent without giving notice (which may replace, be after the Observer with or without cause in its sole discretion by providing written notice fact) to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP CVVP Board Observer. The Companyforegoing notwithstanding, as a material part of the consideration for this Agreement, agrees that LVP and its CVVP Board Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, excluded from any meeting or receiving any information to the extent permitted by lawnecessary or appropriate to protect any confidential matters discussed therein, as necessary or appropriate to protect the Company’s attorney/client privilege or in the event that the Board of Directors reasonably determines in good faith that the CVVP Board Observer has a conflicting interest. (c) If at any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information time (i) One Earth Capital, LLC (“One Earth”) has not elected a designee to the Company or offer any opportunity relating thereto Board of Directors and (ii) One Earth is the owner of at least 970,000 Shares, One Earth shall be entitled to appoint one representative to attend each meeting (including telephonic meetings) of the Board of Directors in a nonvoting observer capacity (the “One Earth Board Observer”). The One Earth Board Observer shall be entitled to receive notice of each such meeting in the same form and manner as is given to the Directors and the same materials as and when provided to the Directors. The Board of Directors shall not conduct any material business by written consent without giving notice (which may be after the fact) to the One Earth Board Observer. The foregoing notwithstanding, the One Earth Board Observer may be excluded from any meeting or receiving any information to the extent necessary or appropriate to protect any confidential matters discussed therein, as necessary or appropriate to protect the Company’s attorney/client privilege or in the event that the Board of Directors reasonably determines in good faith that the One Earth Board Observer has a conflicting interest. (d) If at any time (i) Stuart Mill Venture Partners, L.P. (“SMVP”) has not elected a designee to the Board of Directors and (ii) SMVP is the owner of at least 970,000 Shares, SMVP shall be entitled to appoint one representative to attend each meeting (including telephonic meetings) of the Board of Directors in a nonvoting observer capacity (the “SMVP

Observer Rights. Each of LVP and any other Purchaser of --------------- 1,000,000 or more (a) As long as Longitude Venture Partners IV, L.P. (together with its Affiliates, “Longitude”) owns shares of Series C the Preferred Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to Stock, the Company shall invite a representative of Longitude (such designee, an "the “Longitude Observer"”) who shall be entitled to notice of, to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent meetings of the its Board of Directors (via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the "Board") Longitude Observer copies of the Company all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Longitude Observer shall agree to hold in confidence and trust with respect to all committees thereofinformation so provided; and provided howeverfurther, that the Company reserves the right to withhold any information and to exclude such representative the Longitude Observer from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, would adversely affect the attorney-client privilege between the Company and its counsel or cause would result in disclosure of trade secrets to the Longitude Observer. (b) As long as Red Tree Venture Fund, L.P. (together with its Affiliates, “Red Tree”) owns shares of the Preferred Stock, the Company shall invite a representative of Red Tree (the “Red Tree Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the Red Tree Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that Red Tree Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Red Tree Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Red Tree Observer or if Red Tree or its representative is or is affiliated with a direct competitor of the Company. (c) As long as RA Capital Healthcare Fund, L.P. and/or RA Capital Nexus Fund II, L.P. (together with their Affiliates, “RA Capital”) owns shares of the Preferred Stock, the Company shall invite a representative of RA Capital (the “RA Capital Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a nonvoting observer capacity and, in this respect, shall give the RA Capital Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that RA Capital Observer shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the RA Capital Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the RA Capital Observer or if RA Capital or its representative is or is affiliated with a direct competitor of the Company. (d) For so long as LivaNova USA, Inc. (“LivaNova”) or any of its subsidiaries or Affiliates (each, including LivaNova, a “LivaNova Party” and collectively, the “LivaNova Parties”) holds any of the shares of Series B Preferred Stock (including any Common Stock into which such shares are convertible), the LivaNova Parties shall have the right to designate one representative (the “LivaNova Observer”) to attend and observe all meetings of the Board of Directors via telephone or video conference in a nonvoting observer capacity, and, in this respect, the Company shall provide the LivaNova Observer with copies of all notices, minutes, consents and other material (“Materials”) that it provides to breach its fiduciary dutiesthe members of the Board of Directors, at the same time and in the same manner as the respective members of the Board of Director; provided, however, that the Company reserves the right to exclude the LivaNova Observer from access to any Material or meeting or portion thereof if the Board of Directors determines in good faith, upon the advice of counsel, that such exclusion is reasonably necessary to (i) preserve the attorney-client privilege, (ii) protect highly confidential proprietary information, or (biii) in the good faith determination of a majority of the Board, result in avoid a conflict of interest with XxxxXxxx. XxxxXxxx agrees that the Company due to LivaNova Observer shall be selected by consulting with the Observer's Company’s CEO, and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding shall have no less than ten years of information or any restriction on attendance is strictly limited only to the extent necessary set forth experience in the preceding sentencehealth care industry (or be a Vice President or comparable role) and be a fluent English speaker. The Observer shall not be (a) permitted to vote Upon reasonable notice and at any a scheduled meeting of the Board, Board of Directors or (b) counted for purposes of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authoritysuch other time, if any, as the Observer shall owe no fiduciary or other duties to the stockholders Board of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and Directors may replace, the Observer with or without cause determine in its sole discretion by providing written notice to discretion, the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that LivaNova Observer may be address the Board of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of Directors with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to LivaNova’s concerns regarding significant business issues facing the Company.

Observer Rights. Each of LVP (a) As long as Accel XI L.P. and its affiliated funds (“Accel”) hold at least 1,000,000 Shares (appropriately adjusted for any stock split, dividend, combination or other Purchaser of --------------- 1,000,000 or more shares recapitalization) of Series C Preferred Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to or an equivalent amount of Common Stock issued upon conversion thereof), the Company (such designee, an "Observer") who shall be entitled to notice of, invite a representative of Accel to attend all meetings of its Board in a nonvoting 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; provided, however, that such representative shall agree to hold in confidence and trust and to any documentation distributed act in a fiduciary manner with respect to members before, during or after, all meetings, information so provided; and, as to LVP, including any action to be take by written consent of the Board of Directors (the "Board") of the Company and all committees thereof; provided howeverfurther, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the attorney-client privilege between the Company and its counsel or cause would result in disclosure of trade secrets to such representative or if such representative is a member of the Board to breach its fiduciary duties, or board of directors of a direct competitor of the Company. (b) As long as Sequoia Capital U.S. Growth Fund VI, L.P. and its affiliated funds (“Sequoia”) hold at least 1,000,000 Shares (appropriately adjusted for any stock split, dividend, combination or other recapitalization) of Series D Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Sequoia to attend all meetings of its Board in a nonvoting 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; 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 good faith determination Company reserves the right to 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 attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such representative is a member of the board of directors of a majority direct competitor of the BoardCompany. (c) As long as XXX Xxxxxx 0000, X.X. and its affiliated funds (“DFJ”) hold at least 1,000,000 Shares (appropriately adjusted for any stock split, dividend, combination or other recapitalization) of Series E Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of DFJ to attend all meetings of its Board in a nonvoting 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; 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 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 attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such representative is a conflict member of interest with the board of directors of a direct competitor of the Company. (d) As long as Institutional Venture Partners XV, L.P. and its affiliated funds (“IVP”) hold at least 1,000,000 Shares (appropriately adjusted for any stock split, dividend, combination or other recapitalization) of Series E Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company due shall invite a representative of IVP to attend all meetings of its Board in a nonvoting 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; 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 Observer's Company reserves the right to withhold any information and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that exclude such representative from any withholding of 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 would result in disclosure of trade secrets to such representative or if such representative is a member of the board of directors of a direct competitor of the Company. (e) As long as Sapphire Ventures Fund II, L.P. and its affiliated funds (“Sapphire”) hold at least 1,000,000 Shares (appropriately adjusted for any restriction on stock split, dividend, combination or other recapitalization) of Series F Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Sapphire to attend all meetings of its Board in a nonvoting 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; 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 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 attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such representative is strictly limited only to a member of the extent necessary set forth in board of directors of a direct competitor of the preceding sentenceCompany. The Observer It is agreed that Sapphire and its Affiliates shall not be (a) permitted to vote at any meeting deemed a “direct competitor” of the Board, or (b) counted Company for purposes of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company2.10(e).

Observer Rights. Each For so long as Investors affiliated with each of LVP Longitude Venture Partners II, L.P., Quaker Bioventures II, L.P., TVM Capital, Asahi Kasei Medical Co., Ltd., Bxxx Capital Life Sciences Fund, L.P. (“BCLS”) and any other Purchaser of --------------- 1,000,000 or more D1 Master Holdco I LLC (“D1 Capital”) own not less than 500,000 shares of Series C the Preferred Stock (a "Designating Entity"or an equivalent amount of Common Stock issued upon conversion thereof) (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), the Company shall be entitled to designate invite one (1) individual reasonably acceptable to the Company representative of each such Investor and/or Key Holder (such designee, an "Observer"as applicable) who shall be entitled to notice of, to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent meetings of the Board in a nonvoting observer capacity and, in this respect, shall give such representative copies of Directors all notices, minutes, consents, and other materials that it provides to its directors. For so long as Investors affiliated with Colony Harvest Ltd (the "Board"“Colony Harvest”) own, collectively, not less than 500,000 shares of the Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof) (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), the Company shall invite one (1) representative designated by Colony Harvest to attend all meetings of the Board in a nonvoting 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. Each representative referred to in the preceding two sentences (each an “Observer”) shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all committees thereof; information provided howeverto such Observer. Notwithstanding the foregoing, that the Company reserves the right to withhold any information and to exclude any such representative Observer from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary duties, or (b) in the good faith determination of a majority of the Board, result in a conflict of interest with the Company due to the Observer's and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting of the Boardinterest, or (b) counted for purposes of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company such Investor and/or Key Holder or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be is a competitor of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company.

Observer Rights. Each of LVP and (a) As long as Vivo Capital Fund IX, L.P. or its Affiliates (“Vivo Capital”) hold any other Purchaser of --------------- 1,000,000 or more shares of Series B Preferred Stock or Series C Preferred Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to Stock, the Company (such designee, an "Observer") who shall be entitled to notice of, invite a representative of Vivo Capital to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent non-executive session meetings of the Board in a nonvoting observer capacity and, in this respect, shall give such representative copies of Directors (all notices, minutes, consents, and other materials that it provides to its directors at the "Board") of same time and in the Company 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 committees thereofinformation so provided; and provided howeverfurther, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary duties, or counsel. (b) As long as Xxxxxxx Life Sciences IX, L.P. or its Affiliates (“Xxxxxxx”) hold any shares of Series B Preferred Stock or Series C Preferred Stock, the Company shall invite a representative of Xxxxxxx to attend all non-executive session meetings of the Board in a nonvoting 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 good faith determination of a majority of the Boardsame manner as provided to such directors; provided, result however, that such representative shall agree to hold in confidence and trust and to act in a conflict of interest with the Company due to the Observer's and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting of the Board, or (b) counted for purposes of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of manner with respect to other companies all information so provided; and provided further, that the Company reserves the right to 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 attorney-client privilege between the Company and its counsel. (c) As long as RTW holds any shares of Series C Preferred Stock, the Company shall invite a representative of RTW to attend all non-executive session meetings of the Board in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other technologiesmaterials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, products however, that such representative shall agree to hold in confidence and services that may be competitive with the Company's, trust and (3) developments to act in a fiduciary manner with respect to all information so provided; and provided further, that the technologies, products Company reserves the right to withhold any information and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the Company. The attorney-client privilege between the Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Companycounsel.

Observer Rights. Each of LVP and any other Purchaser of --------------- 1,000,000 or more shares of Series C Preferred Stock (a a) For the one year period following the Closing Date (the "Designating EntityObserver Period") NaviSite shall permit a representative (who shall be entitled reasonably satisfactory to designate one NaviSite) of Convergence Partners (1) individual reasonably acceptable to the Company (such designee, an "Observer") who shall be entitled to notice of, to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent meetings of the NaviSite's Board of Directors (the "Board") of the Company ), and all committees thereof; provided however, that in a non-voting capacity. During the Company reserves Observer Period, NaviSite shall provide the right to withhold any Observer with copies of all notices, minutes, information and other materials of meetings of the Board and all committees thereof and all written consents, waivers and similar materials of the Board and all committees thereof that NaviSite provides to exclude its directors (collectively, the "Materials"), when and as such representative from any meeting or portion thereof Materials are delivered to the Board. (b) After the expiration of the Observer Period, at such time, and only for so long as, Convergence Partners or entities affiliated therewith hold, in the aggregate, more than 4% of the outstanding shares of NaviSite capital stock, fully-diluted and on an as the Company notifies converted to Common Stock and basis (which shall include all outstanding options, warrants and other equity securities to acquire NaviSite capital stock and all outstanding debt securities convertible into shares of NaviSite capital stock), NaviSite shall permit the Observer (who shall be reasonably satisfactory to NaviSite) to attend to Board and committee meetings, in a non-voting capacity and shall provide the Observer with copies of all Materials, when and as such withholding and Materials are delivered to the Board. (c) Notwithstanding the foregoing rights, NaviSite shall have the right, in its reasonable discretion based upon the potential for conflicts of any action taken by the Board as a result interest with Convergence that may arise, matters of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, adversely affect the attorney-client privilege between or other reasonable purposes, to withhold all or a portion of any Materials from the Company and its counsel Observer and/or exclude the Observer from all or cause any portion of a Board or committee meeting. (d) Failure to deliver any such Materials as noted above shall not invalidate any action of the Board to breach its fiduciary duties, or (b) in the good faith determination of a majority Committee of the Board, result in Board taken at a conflict of interest with the Company due meeting or by written consent. As a condition to the Observer's and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any attending meeting of the Board, Board or (b) counted for purposes of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if anycommittees thereof, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer enter into a mutually acceptable confidentiality agreement with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the CompanyNaviSite.

Observer Rights. Each For so long as the SJF Investors hold in the aggregate at least the SJF Requisite Amount, the SJF Investors shall have the right to have one representative, who shall not be a Competitor, selected by the SJF Investors attend meetings of LVP the Board by phone or in person (the “SJF Observer”) at the SJF Observer’s own expense and any other Purchaser to receive materials provided to directors at such meetings. For so long as the Investeco Investors hold in the aggregate at least the Investeco Requisite Amount, the Investeco Investors shall have the right to have one representative, who shall not be a Competitor, selected by the Investeco Investors attend meetings of --------------- 1,000,000 the Board by phone or more shares in person (the “Investeco Observer”) at the Investeco Observer’s own expense and to receive materials provided to directors at such meetings. For so long as the Arborview Investor holds in the aggregate at least the Arborview Requisite Amount, the Arborview Investor shall have the right to have one representative, who shall not be a Competitor, selected by the Arborview Investor attend meetings of Series C Preferred Stock the Board by phone or in person (the “Arborview Observer”) at the Arborview Observer’s own expense and to receive materials provided to directors at such meetings. For so long as the Sunrise Investor holds in the aggregate at least the Sunrise Requisite Amount, the Sunrise Investor shall have the right to have one representative, who shall not be a "Designating Entity"Competitor, selected by the Sunrise Investor attend meetings of the Board by phone or in person (the “Sunrise Observer”) at the Sunrise Observer’s own expense and to receive materials provided to directors at such meetings. For so long as the Manna Investor holds in the aggregate at least the Manna Requisite Amount, the Manna Investor shall have the right to have one representative, who shall not be a Competitor, selected by the Manna Investor attend meetings of the Board by phone or in person (the “Manna Observer”) at the Manna Observer’s own expense and to receive materials provided to directors at such meetings. None of the SJF Observer, the Investeco Observer, the Arborview Observer, the Sunrise Observer or the Manna Observer shall be entitled to designate one (1) individual reasonably acceptable to vote at the Company (such designee, an "Observer") who shall be entitled to notice of, to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent of the Board of Directors (the "Board") of the Company and all committees thereof; provided however, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary duties, or (b) in the good faith determination of a majority meetings of the Board, result in a conflict of interest with and the Company due shall have the right not to provide materials and to exclude the attendance and/or participation of any of the SJF Observer, the Investeco Observer, the Arborview Observer, the Sunrise Observer or the Manna Observer, or all of the foregoing, from any portion of a meeting of the Board or as to any materials in which such participation or the provision of such materials could jeopardize (a) the Company’s ability to the Observer's and assert attorney-client privilege, (b) the Designating Entity's relationships Company’s ability to maintain confidentiality or trade secret status with their affiliatesrespect to the matters being discussed or presented or (c) the ability of the Board to discharge its fiduciary obligations. The Company will use provide the SJF Observer, the Investeco Observer, the Arborview Observer, the Sunrise Observer, and the Manna Observer with notice of its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only Board meetings to the same extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting of the Board, or (b) counted for purposes of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written it provides notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest meetings to the Company. Such Information may or may not be known directors as required by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the CompanyBylaws.

Observer Rights. Each (a) As long as Atlas owns not less than 25% of LVP and any other Purchaser the shares of --------------- 1,000,000 the Preferred Stock owned by it on or more after the date hereof, including shares of Series C B Preferred Stock it is purchasing under the Purchase Agreement (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to or an equivalent amount of Common Stock issued upon conversion thereof), the Company (such designee, an "Observer") who shall be entitled to notice of, invite a representative of Atlas to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent meetings of the Board of Directors (and any committee thereof) in a nonvoting 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 "Board") of same time and in the Company same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and all committees thereof; provided howeverfurther, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the attorney-client privilege between the Company and its counsel or cause result in disclosure of trade secrets or a conflict of interest. The Company shall reimburse the Atlas representative for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board to breach its fiduciary duties, or of Directors. (b) As long as Northpond owns not less than 25% of the shares of the Preferred Stock owned by it on or after the date hereof, including shares of Series B Preferred Stock it is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Northpond to attend all meetings of the Board of Directors (and any committee thereof) in a nonvoting 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 good faith determination of a majority of same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Board, Company reserves the right to 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 attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest with the Company due to the Observer's and the Designating Entity's relationships with their affiliatesinterest. The Company will use shall reimburse the Northpond representative for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors. (c) As long as Hatteras owns not less than 25% of the shares of the Preferred Stock owned by it on or after the date hereof, including shares of Series B Preferred Stock it is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Hatteras to attend all meetings of the Board of Directors (and any committee thereof) in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its best efforts directors at the same time and in the same manner as provided to ensure such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any withholding of information and to exclude such representative from any meeting or portion thereof if access to such information or any restriction on attendance is strictly limited only to at such meeting could adversely affect the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting of the Board, or (b) counted for purposes of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders of attorney-client privilege between the Company and its counsel or otherwise have any directorial result in disclosure of trade secrets or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effecta conflict of interest. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to shall reimburse the Company Hatteras representative for all reasonable out-of-pocket travel expenses incurred ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive consistent with the Company's’s travel policy) in connection with attending meetings of the Board of Directors. (d) As long as Vida owns not less than 25% of the shares of the Preferred Stock owned by it on or after the date hereof, including shares of Series B Preferred Stock it is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Vida to attend all meetings of the Board of Directors (and any committee thereof) in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and (3) developments with respect other materials that it provides to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company.directors at

Observer Rights. Each of LVP and any other Purchaser of --------------- 1,000,000 or more (a) As long as SV Life Sciences Fund IV, L.P. (“SV Life Sciences”) owns shares of Series C Preferred Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to or Common Stock issued upon conversion thereof), the Company (such designee, an "Observer") who shall be entitled to notice of, invite a representative of SV Life Sciences to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent meetings of the its Board of Directors (in a nonvoting 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 "Board") of same time and in the Company 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 committees thereofinformation so provided; and provided howeverfurther, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary duties, or (b) in the good faith determination of a majority of the Board, result in a conflict of interest with the Company due to the Observer's and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding or disclosure of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting of the Board, or highly confidential proprietary information. (b) counted for purposes As long as Clarus Lifesciences II, L.P. (“Clarus”) owns shares of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if anySeries B Preferred Stock (or Common Stock issued upon conversion thereof), the Observer Company shall owe no fiduciary or other duties invite a representative of Clarus to the stockholders attend all meetings of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth Board of Directors in a nonvoting observer capacity and, in this Section 4.12. A Designating Entity respect, shall designategive such representative copies of all notices, minutes, consents, and may replaceother materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, the Observer with or without cause however, that such representative shall agree to hold in its sole discretion by providing written notice confidence and trust and to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding act in a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of fiduciary manner with respect to other companies all information so provided; and provided further, that the Company reserves the right to 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 attorney-client privilege between the Company and its counsel or result in a conflict of interest or disclosure of highly confidential proprietary information. (c) As long as Novo A/S owns shares of Preferred Stock (or Common Stock issued upon conversion thereof), the Company shall invite a representative of Novo A/S to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other technologiesmaterials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, products however, that such representative shall agree to hold in confidence and services that may be competitive with the Company's, trust and (3) developments to act in a fiduciary manner with respect to all information so provided; and provided further, that the technologiesCompany reserves the right to 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 attorney-client privilege between the Company and its counsel or result in a conflict of interest or disclosure of highly confidential proprietary information. (d) As long as SV Life Sciences, products and servicesNovo A/S, HBM Healthcare Investments (Cayman) Ltd. (“HBM”) or Clarus owns shares of Preferred Stock (or Common Stock issued upon conversion thereof), the Company shall invite a representative of each of SV Life Sciences, Novo A/S, HBM or Clarus, as applicable, to attend all meetings of the Company’s scientific or other advisory boards in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and plans and strategies relating thereto, of other companies, including, without limitation, companies materials that may be competitive with it provides to the Company. The Company recognizes that a portion members of such Information may be boards at the same time and in the same manner as provided to such members; 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 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 attorney-client privilege between the Company and its counsel or result in a conflict of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part disclosure of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Companyhighly confidential proprietary information.

Observer Rights. Each of LVP and any other Purchaser of --------------- 1,000,000 or more As long as Food Allergy Research & Education, Inc. owns at least 588,235 shares of Series C Preferred Common Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to of the Company (such designeeincluding shares of Common Stock issued or issuable upon conversion of Preferred Stock), an "Observer") who shall be entitled which number is subject to notice ofappropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, if Food Allergy Research & Education, Inc. does not have a designee on the Board, the Company will invite a representative of Food Allergy Research & Education, Inc. to attend all meetings of its Board in a nonvoting observer capacity and, in this respect, will give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representative will agree to hold in confidence and trust and to any documentation distributed act in a fiduciary manner with respect to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent of the Board of Directors (the "Board") of the Company information so provided; and all committees thereof; provided howeverfurther, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary duties, or (b) in the good faith determination of a majority of the Board, result in disclosure of trade secrets or a conflict of interest with the Company due to the Observer's and the Designating Entity's relationships with their affiliates. The Company will use interest, or if such Investor or its best efforts to ensure that any withholding of information or any restriction on attendance representative is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting a Competitor of the BoardCompany. As long as Longitude Venture Partners II, or L.P. (btogether with its affiliated entities, “Longitude”) counted for purposes owns at least 588,235 shares of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders Common Stock of the Company (including shares of Common Stock issued or otherwise have any directorial or other duties or liabilities issuable upon conversion of Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, the Company will invite a representative of Longitude to attend all meetings of its Board in a nonvoting observer capacity and, in this respect, will give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representative will 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 representative 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 stockholders except representative is a Competitor of the Company. As long as specifically set forth in this Section 4.12. A Designating Entity shall designateForesite Capital Fund II, and may replaceL.P. (together with its affiliated entities, the Observer with or without cause in its sole discretion by providing written notice to the Company “Foresite”) owns at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be 720,000 shares of interest to Common Stock of the Company ("Information") regarding including shares of Common Stock issued or issuable upon conversion of Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, the Company will invite a wide variety representative of matters includingForesite to attend all meetings of its Board in a nonvoting observer capacity and, by way in this respect, will give such representative copies of example onlyall notices, (1) LVP's technologiesminutes, plans and servicesconsents, and plans other materials that it provides to its directors; provided, however, that such representative will agree to hold in confidence and strategies relating thereto, (2) current trust and future investments LVP has made, may make, may consider or may become aware of to act in a fiduciary manner with respect to other companies all information so provided; and other technologiesprovided further, products that the Company reserves the right to withhold any information and services that may be competitive with to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the Company's, and (3) developments with respect to attorney-client privilege between the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company counsel or permit the Company to participate result in any projects disclosure of trade secrets or investments based on any Informationa conflict of interest, or to otherwise take advantage if such Investor or its representative is a Competitor of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company.

Observer Rights. Each (a) Prior to an Initial Public Offering, Collateral Agent shall have the right to have a single representative attend all meetings of LVP the Board, as an observer without the right to CreditAmended and any other Purchaser of --------------- 1,000,000 or more shares of Series C Preferred Stock Restated Loan and Security Agreement – Domo, Inc. vote (a "Designating Entity") the “Observer”). Initially, the Observer shall be entitled to designate one (1) individual reasonably acceptable to the Company (such designee, an "Observer") who Xxxx Xxxxx. Observer shall be entitled to provided written notice of, to attend and to any documentation distributed to members before, during (which may be via email) of all regular or after, all meetings, and, as to LVP, including any action to be take by written consent special meetings of the Board at the same time as provided to all directors. Parent shall concurrently provide Observer with copies of Directors (the "Board") all notices, minutes, consents and other materials it provides to any member of the Company and all committees Board or any committee thereof; , provided however, that the Company reserves the right to withhold any information and to exclude such representative materials protected from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken discovery by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, adversely affect the attorney-client privilege between or the Company and its counsel attorney work product privilege, any materials necessary or cause the Board to breach its fiduciary duties, or (b) advisable in the good faith determination of a majority of the Board, result in Board to avoid a conflict of interest with between Borrowers, on the Company due one hand, and Agents and Lenders, on the other hand, confidential compensation information and any trade secrets may be excluded. All Confidential Information provided to Observer pursuant to this Section 5.12 shall be subject to the Observer's and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting of the Board, or confidentiality obligations under Section 13.11. (b) counted for purposes In addition to any other rights or remedies to which the Collateral Agent may be entitled, Xxxxxxxx agrees to and will indemnify and hold harmless Agents, Lenders, Observer, their Affiliates and all of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authoritytheir respective successors, if anyassigns, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designateofficers, directors, employees, attorneys, and may replaceagents from and against any and all losses, the Observer with or without cause claims, obligations, liabilities, deficiencies, diminutions in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely havevalue, from time to timepenalties, information that may be causes of interest to the Company ("Information") regarding a wide variety of matters includingaction, by way of example onlydamages, (1) LVP's technologies, plans and servicescosts, and plans and strategies relating thereto, expenses (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies costs of investigation and defense, reasonable attorneys’ fees and expenses) that they, or any of them, may suffer, incur, or be competitive with responsible for, arising or resulting from the Company. The Company recognizes exercise of rights pursuant to Section 5.12(a) and/or service or status as an “Observer”; provided that a portion of such Information may be of interest to the Company. Such Information may or may Borrower will not be known required to reimburse Observer for out-of-pocket expenses incurred by the LVP Observer in connection with Observer. The Company, as a material part ’s attendance at any meetings of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the CompanyParent’s Board.

Observer Rights. Each of LVP and (a) As long as Bayer owns any other Purchaser of --------------- 1,000,000 or more shares of Series C Preferred Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to or Common Stock issued upon conversion thereof), the Company (such designee, an "Observer") who shall be entitled to notice of, invite a representative of Bayer to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent non-executive session meetings of the Board (and of Directors (the "Board") each committee of the Company Board, if any) in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and all committees thereofother materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided provided, however, that (i) such representative shall agree to hold in confidence and trust with respect to all information so provided; and (ii) the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary duties, result in disclosure of trade secrets or a conflict of interest. (b) in As long as Agent owns any shares of Preferred Stock (or Common Stock issued upon conversion thereof), the good faith determination Company shall invite a representative of a majority Agent to attend all non-executive session meetings of the Board (and of each committee of the Board, if any) in a nonvoting 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 (i) such representative shall agree to hold in confidence and trust with respect to all information so provided; and (ii) the Company reserves the right to 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 attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest with interest. (c) As long as Arix owns any shares of Preferred Stock (or Common Stock issued upon conversion thereof), the Company due shall invite a representative of Arix to attend all non-executive session meetings of the Observer's Board (and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting each committee of the Board, if any) in a nonvoting 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 (i) such representative shall agree to hold in confidence and trust with respect to all information so provided; and (ii) the Company reserves the right to 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 attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. (bd) counted for purposes As long as a Janus Investor owns any shares of determining whether there is sufficient quorum for Preferred Stock (or Common Stock issued upon conversion thereof), the Company shall invite a representative of Janus to attend all non-executive session meetings of the Board to conduct its business. The parties hereto hereby acknowledge (and agree that notwithstanding contrary authorityof each committee of the Board, if any) in a nonvoting observer capacity and, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity respect, shall designategive such representative copies of all notices, minutes, consents, and may replaceother materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, the Observer with or without cause however, that (i) such representative shall agree to hold in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans confidence and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of trust with respect to other companies all information so provided; and (ii) the Company reserves the right to 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 attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. (e) As long as RTW owns any shares of Preferred Stock (or Common Stock issued upon conversion thereof), the Company shall invite a representative of RTW to attend all non-executive session meetings of the Board (and of each committee of the Board, if any) in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other technologiesmaterials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, products however, that (i) such representative shall agree to hold in confidence and services that may be competitive with the Company's, and (3) developments trust with respect to all information so provided; and (ii) the technologiesCompany reserves the right to 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 attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. (f) As long as Perceptive owns any shares of Preferred Stock (or Common Stock issued upon conversion thereof), products the Company shall invite a representative of Perceptive to attend all non-executive session meetings of the Board (and servicesof each committee of the Board, if any) in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and plans other materials that it provides to its directors at the same time and strategies relating theretoin the same manner as provided to such directors; provided, however, that (i) such representative shall agree to hold in confidence and trust with respect to all information so provided; and (ii) the Company reserves the right to 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 attorney-client privilege between the Company and its counsel or result in disclosure of other companiestrade secrets or a conflict of interest. (g) As long as Xxxxxxxxx owns any shares of Preferred Stock (or Common Stock issued upon conversion thereof), including, without limitation, companies that may be competitive with the Company. The Company recognizes that shall invite a portion representative of such Information may be of interest Xxxxxxxxx to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part attend all non-executive session meetings of the consideration for Board (and of each committee of the Board, if any) in a nonvoting observer capacity and, in this Agreementrespect, agrees shall give such representative copies of all notices, minutes, consents, and other materials that LVP it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that (i) such representative shall agree to hold in confidence and trust with respect to all information so provided; and (ii) the Company reserves the right to 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 attorney-client privilege between the Company and its Observer shall have no duty to disclose counsel or result in disclosure of trade secrets or a conflict of interest. (h) As long as HBM owns any Information to shares of Preferred Stock (or Common Stock issued upon conversion thereof), the Company or permit shall invite a representative of HBM to attend all non-executive session meetings of the Board (and of each committee of the Board, if any) in a nonvoting 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 (i) such representative shall agree to hold in confidence and trust with respect to all information so provided; and (ii) the Company reserves the right to participate in withhold any projects information and to exclude such representative from any meeting or investments based on any Information, portion thereof if access to such information or to otherwise take advantage of any opportunity that may be of interest to 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. (i) As long as RA Capital owns any shares of Preferred Stock (or Common Stock issued upon conversion thereof), the Company shall invite a representative of RA Capital to attend all non-executive session meetings of the Board (and of each committee of the Board, if it were aware any) in a nonvoting observer capacity and, in this respect, shall give such representative copies of such Informationall notices, minutes, consents, and hereby waivesother materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that (i) such representative shall agree to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability hold in confidence and trust with respect to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to all information so provided; and (ii) the Company reserves the right to withhold any information and to exclude such representative from any meeting or offer 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. (j) As long as BVF owns any opportunity relating thereto shares of Preferred Stock (or Common Stock issued upon conversion thereof), the Company shall invite a representative of BVF to attend all non-executive session meetings of the CompanyBoard (and of each committee of the Board, if any) in a nonvoting 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 (i) such representative shall agree to hold in confidence and trust with respect to all information so provided; and (ii) the Company reserves the right to 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 attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. (k) As long as Ridgeback owns any shares of Preferred Stock (or Common Stock issued upon conversion thereof), the Company shall invite a representative of Ridgeback to attend all non-executive session meetings of the Board (and of each committee of the Board, if any) in a nonvoting 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 (i) such representative shall agree to hold in confidence and trust with respect to all information so provided; and (ii) the Company reserves the right to 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 attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest.

Observer Rights. Each of LVP and any other Purchaser of --------------- 1,000,000 or more (a) As long as MRL Ventures owns not less than 600,000 shares of Series C Preferred Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to or an equivalent amount of Common Stock issued upon conversion thereof , the Company (such designee, an "Observer") who shall be entitled to notice of, invite a representative of MRL Ventures to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent meetings of the Board of Directors in a nonvoting 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; provided, however, that such representative shall agree to hold in confidence and trust with respect to all information so provided (in a manner consistent with the "Board") confidentiality obligations of the Company a director of a Delaware corporation); and all committees thereof; provided howeverfurther, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary dutiesresult in disclosure of trade secrets or in a conflict of interest, or if such Investor or its representative is a Competitor. (b) As long as Hatteras Venture Partners owns not less than 600,000 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Hatteras Venture Partners to attend all meetings of the Board of Directors in a nonvoting 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; provided, however, that such representative shall agree to hold in confidence and trust with respect to all information so provided (in a manner consistent with the good faith determination confidentiality obligations of a majority director of a Delaware corporation); and provided further, that the Board, Company reserves the right to 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 attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets result in a conflict of interest with interest, or if such Investor or its representative is a Competitor. (c) As long as Genzyme owns not less than 600,000 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof ), the Company due shall invite a representative of Sanofi Ventures to the Observer's and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting attend all meetings of the BoardBoard of Directors in a nonvoting observer capacity and, or (b) counted for purposes of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity respect, shall designategive such representative copies of all notices, minutes, consents, and may replaceother materials that it provides to its directors; provided, the Observer with or without cause however, that such representative shall agree to hold in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans confidence and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of trust with respect to other companies and other technologies, products and services that may be competitive all information so provided (in a manner consistent with the Company'sconfidentiality obligations of a director of a Delaware corporation); and provided further, that the Company reserves the right to withhold any information and (3) developments with respect to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with attorney-client privilege between the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company counsel or permit the Company to participate result in any projects disclosure of trade secrets or investments based on any Informationresult in a conflict of interest, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine Investor or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Companyits representative is a Competitor.

Observer Rights. Each of LVP and As long as (i) Atlas Venture holds any other Purchaser of --------------- 1,000,000 or more shares of Series C Preferred Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to or Common Stock, the Company (such designee, an "Observer") who shall be entitled to notice of, invite a representative of Atlas Venture to attend all meetings of its Board of Directors and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent meetings of committees of the Board of Directors in a nonvoting observer capacity, (ii) Third Rock Ventures, LP (“Third Rock”) holds any shares of Preferred Stock or Common Stock, the "Board") Company shall invite a representative of Third Rock to attend all meetings of its Board of Directors and all meetings of committees of the Board of Directors in a nonvoting observer capacity, (iii) Alta Partners VIII, LP (“Alta Partners”) or any Affiliate of Alta Partners holds any shares of Preferred Stock or Common Stock, the Company shall invite a representative of Alta Partners to attend all meetings of its Board of Directors and all meetings of committees thereofof the Board of Directors in a nonvoting observer capacity and (iv) RA Capital Management, LLC (“RA Capital”) or any Affiliate of RA Capital holds any shares of Preferred Stock or Common Stock, the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a nonvoting observer capacity, and, in this respect, shall give any 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 any 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 howeverfurther, that the Company reserves the right to withhold any information and to exclude any such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary duties, or (b) in the good faith determination of a majority of the Board, result in disclosure of trade secrets or a conflict of interest with interest, or if such Investor or its representative is a competitor of the Company. To the extent the Company due provides indemnification to any Board of Directors observer, it shall provide the Observer's and the Designating Entity's relationships with their affiliatessame indemnification to all such observers. The Company will use its best efforts reimburse the representative of Alta Partners pursuant to ensure that any withholding this section for the reasonable expenses incurred by such representative for travel to attend meetings of information the Board of Directors or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting committee of the Board, or (b) counted for purposes Board of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the CompanyDirectors.

Observer Rights. Each of LVP and any other Purchaser of --------------- 1,000,000 or more shares of Series C Preferred Stock As long at least fifty percent (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to the Company (such designee, an "Observer") who shall be entitled to notice of, to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent of the Board of Directors (the "Board"50%) of the Company Series A-1 Preferred Units as of the Effective Date remain outstanding Series A-1 Preferred Units (for such purpose, any Series A-1 Preferred Units held by an Affiliate of a Series A-1 Member shall be treated as owned by such Series A-1 Member) (or an equivalent amount of Common Units issued upon conversion thereof), the LLC shall invite one representative of the Members holding Series A-1 Preferred Units (the “Series A-1 Representative”) to attend all meetings of its Board of Managers in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and all committees thereofother materials that it provides to its Managers at the same time the LLC provides such information to its Managers; provided provided, however, that such Series A-1 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 LLC reserves the right to withhold any information and to exclude such representative Series A-1 Representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the attorney-client attorney‑client privilege between the Company LLC and its counsel or cause the Board counsel, (b) would result in disclosure of trade secrets to breach its fiduciary dutiessuch Series A-1 Representative, or (bc) in the good faith determination if PDV or any of its Affiliates is a majority Competitor of the BoardLLC (provided that an Affiliate of PDV shall not be deemed to be a Competitor of the LLC if such Affiliate is a financial investment entity that, together with its Affiliated funds or entities, holds outstanding equity of any Competitor), or (d) would result in a business conflict of interest with the Company due in regards to the Observer's PDV and the Designating Entity's relationships with their affiliatesLLC, other than as a result of PDV’s ownership of Series A-1 Preferred Units (as reasonably determined by the Board of Managers in good faith). The Company will use its best efforts to ensure that any withholding of information In addition, the Series A-1 Members (or any restriction on attendance is strictly limited only authorized representative designated by the Series A-1 Members) shall have the right to consult with and advise the extent necessary set forth in Board of Managers and the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting management of the BoardLLC, or (b) counted for purposes of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written upon reasonable notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, reasonable times from time to time, information that may be of interest on all matters relating to the Company operation of the LCC. The LLC agrees to consider, in good faith, the recommendations of Series A-1 Members ("Information"or its authorized representative) regarding a wide variety of in connection with the matters includingon which it is consulted as described above, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of recognizing that the ultimate discretion with respect to other companies all such matters shall be retained by the LLC. Notwithstanding the foregoing, if PDV sells or otherwise transfers its Series A-1 Preferred Units to a Competitor of the LLC (including as a result of the competitor acquiring PDV or substantially all of the PDV’s assets), the right of the Series A-1 Members to appoint a Series A-1 Representative and other technologies, products and services that may be competitive its rights to consult with the Company's, Board of Managers and (3) developments management of the LLC shall terminate. Any observer shall be required to enter into a confidentiality agreement containing substantially similar terms as those set forth in Section 8.8 of this Agreement with respect the LLC prior to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part exercise of the consideration for rights contained in this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the CompanySection 5.4.

Observer Rights. Each of LVP and any other Purchaser of --------------- 1,000,000 or more As long as the JPM Preferred Stockholder holds shares of Series C Preferred Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to Stock, the Company (such designee, an "Observer") who shall be entitled to notice of, allow a representative designated by the JPM Preferred Stockholder to attend regular and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent special meetings of the Board and its committees that are called in accordance with the terms of Directors the Organizational Documents in a nonvoting observer capacity (the "Board") “JPM Preferred Observer”). As long as the GEG Common Stockholder holds shares of Common Stock, the Company shall allow a representative designated by the GEG Common Stockholder to attend regular and special meetings of the Company Board and its committees that are called in accordance with the terms of the Organizational Documents in a nonvoting observer capacity (the “GEG Observer” and together with the JPM Preferred Observer, the “Observers” and each, an “Observer”). The Board shall allow each Observer to have access to copies of all committees thereofnotices, minutes, consents, and other materials that it provides to 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 all information so provided; and provided howeverfurther, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the any attorney-work product privilege or attorney-client privilege between the Company and its counsel or cause counsel. For the Board avoidance of doubt, if a representative has previously been approved by a majority of the Directors to breach its fiduciary dutiesact as an Observer, or (b) in such Observer shall not be required to obtain the good faith determination prior approval of a majority of the BoardDirectors under this Section 2.04 for any subsequent meetings. As of the Effective Date, result in a conflict of interest with the Company due to acknowledges and agrees that the Observer's JPM Preferred Observer shall be Xxxxxx Xxxxxxxx and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The GEG Observer shall not be (a) permitted to vote at any meeting of the Board, or (b) counted for purposes of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the CompanyXxxxx Xxxx.

Observer Rights. Each As long as IBL Corporation owns not less than 150,000 shares of LVP and any other Purchaser Series A Preferred Stock (or an equivalent amount of --------------- 1,000,000 or more Common Stock issued upon conversion thereof), the Company shall invite a representative of IBL Corporation to attend all meetings of its Board of Directors, at its own expense, in a nonvoting observer capacity. As long as 360 Capital owns not less than 200,000 shares of Series C Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a "Designating Entity") shall be entitled to designate one (1) representative of 360 Capital who is either a Metromail employee or an individual designated by 360 Capital who is reasonably acceptable to the Board of Directors to attend all meetings of its Board of Directors, at its own expense, in a nonvoting observer capacity. For so long as AOL and its affiliates collectively hold at least 364,166 shares of Series E Preferred Stock (appropriately adjusted for any stock split, dividend, combination or other recapitalization) or the equivalent number of shares of Common Stock issued upon conversion thereof, or any equivalent combination of shares of Series E Preferred Stock and Common Stock issued upon conversion thereof, and do not have a representative on the Company's Board of Directors, the Company shall invite a representative designated by AOL to attend all meetings of its Board of Directors, at its own expense, in a nonvoting observer capacity (such designee, an the "AOL Observer") who ). The Company shall be entitled provide such representatives with the same financial and other information that is provided to notice of, to attend and to any documentation distributed to the members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent of the Board of Directors (the "Board") in connection with any meetings of the Company Board of Directors of the Company, subject to the limitations set forth in this Section 2.4. As a condition of the rights granted in this Section, each of IBL Corporation and 360 Capital agree to hold in confidence and trust and to act in a fiduciary manner with respect to all committees thereofinformation provided in connection with any meetings of the Board of Directors of the Company, and AOL and each representative of IBL Corporation, 360 Capital and AOL shall agree to sign a customary nondisclosure agreement to hold in confidence any information provided in connection with any meetings of the Board of Directors of the Company; and, provided howeverfurther, that the Company reserves the right to withhold any information and to exclude such a representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the attorney-client privilege between the Company and its counsel or cause counsel. If any information is so withheld from the Board to breach its fiduciary dutiesrepresentative of AOL, or (b) in the good faith determination of a majority Company shall notify such representative of the Board, result in a conflict general subject matter of interest with the Company due to the Observer's and the Designating Entity's relationships with their affiliatessuch information. The Company will use its best efforts shall pay the reasonable expenses for a representative of 360 Capital, Hummer-Winblad Venture Partners II, L.P., 21st Century Internet Fund, L.P., Convergence Ventures I, L.P. and AOL to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting attend meetings of the Board, or (b) counted for purposes Board of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders Directors of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, are held more than fifty miles from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the CompanySan Francisco International Airport.

Observer Rights. Each (a) As long as RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd. or any of LVP and their respective Affiliates (collectively, “RTW”) hold any other Purchaser of --------------- 1,000,000 or more shares of Series C Preferred Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to or shares of Common Stock issued upon conversion thereof), the Company (such designee, an "Observer") who shall be entitled to notice of, invite a representative of RTW to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent meetings of the Board of Directors (the "Board") in a nonvoting observer capacity and, in this respect, shall give such representative copies of the Company all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust with respect to all committees thereofinformation so provided; and provided howeverfurther, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary dutiesresult in disclosure of trade secrets or a direct conflict of interest, or if such Investor or its representative is a Competitor of the Company. RTW shall be responsible to the Company for any disclosure or misuse of any information provided under this Subsection 3.4(a) that results from its representative’s failure to comply with this Subsection 3.4(a). (b) in As long as Apple Tree Partners IV, L.P. or any of its Affiliates (“ATP”) holds any shares of Preferred Stock (or shares of Common Stock issued upon conversion thereof) the good faith determination Company shall invite a representative of a majority ATP to attend all meetings of the BoardBoard of Directors in a nonvoting 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; 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 Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if 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 with the Company due to the Observer's and the Designating Entity's relationships with their affiliates. The Company will use interest, or if such Investor or its best efforts to ensure that any withholding of information or any restriction on attendance representative is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting a Competitor of the Board, or (b) counted for purposes of determining whether there is sufficient quorum for the Board to conduct its businessCompany. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer ATP shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities be responsible to the Company for any disclosure or misuse of any information provided under this Subsection 3.4(b) that results from its representative’s failure to comply with this Subsection 3.4(b). (c) As long as Cormorant Private Healthcare Fund I, LP or any of its Affiliates (“Cormorant”) holds any shares of Preferred Stock (or shares of Common Stock issued upon conversion thereof) the Company shall invite a representative of Cormorant to attend all meetings of the Board of Directors in a nonvoting 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; 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 Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if 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 stockholders except as specifically set forth in this Section 4.12representative is a Competitor of the Company. A Designating Entity Cormorant shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice be responsible to the Company for any disclosure or misuse of any information provided under this Section 3.4(c) that results from its representative’s failure to comply with this Subsection 3.4(c). (d) As long as RA Capital Healthcare Fund, L.P. or any of its Affiliates (“RA Capital”) holds any shares of Preferred Stock (or shares of Common Stock issued upon conversion thereof) the Company shall invite a representative of RA Capital to attend all meetings of the Board of Directors in a nonvoting 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; 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 Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if such information or attendance at least five (5) business days prior to any such action taking effectmeeting 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. The Company acknowledges that LVP will likely have, from time to time, information that may RA Capital shall be of interest responsible to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider for any disclosure or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage misuse of any opportunity information provided under this Section 3.4(d) that may be of interest results from its representative’s failure to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Companycomply with this Subsection 3.4(d).

Observer Rights. Each of LVP and (a) As long as 5AM Ventures continues to own beneficially any other Purchaser of --------------- 1,000,000 or more shares of Series C Preferred Common Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to including shares of Common Stock issued or issuable upon conversion of any class or series of Preferred Stock), the Company shall invite a representative of 5AM Ventures (such designee, an "the “5AM Ventures Observer"”) who shall be entitled to notice of, to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent meetings of the Board of Directors (and any committee thereof in a nonvoting observer capacity. The Company shall give the "Board") 5AM Ventures Observer copies of all notices, minutes, consents, and other materials at the same time and in the same manner that it provides to the members of the Company Board of Directors or any of its committees; provided, however, that 5AM Ventures shall, and shall cause the 5AM Ventures Observer to, hold in confidence all committees thereofinformation so provided in accordance with Subsection 3.5; and provided howeverfurther, that the Company reserves the right to withhold any information and to exclude such representative the 5AM Ventures Observer from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting wouldcould, (a) in upon the judgment advice of the Company's outside counsel, adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary duties, result in disclosure of trade secrets or a conflict of interest. (b) As long as the Fidelity Investors continue to own beneficially any shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of any class or series of Preferred Stock), the Company shall invite a representative of Fidelity (the “Fidelity Observer”) to attend all meetings of the Board of Directors and any committee thereof in a nonvoting observer capacity. The Company shall give the Fidelity Observer, or Fidelity if no Fidelity Observer is then designated by Fidelity, copies of all notices, minutes, consents, and other materials at the same time and in the good faith determination of a majority same manner that it provides to the members of the BoardBoard of Directors or any of its committees; provided, however, that Fidelity shall, and shall cause the Fidelity Observer to, hold in confidence all information so provided in accordance with Subsection 3.5; and provided further, that the Company reserves the right to withhold any information and to exclude the Fidelity Observer from any meeting or portion thereof if access to such information or attendance at such meeting could, upon the advice of counsel, adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest with interest. (c) As long as Viridian continues to own beneficially any shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of any class or series of Preferred Stock), the Company due shall invite a representative of Viridian (the “Viridian Observer”) to attend all meetings of the Observer's Board of Directors and the Designating Entity's relationships with their affiliatesany committee thereof in a nonvoting observer capacity. The Company will use shall give the Viridian Observer copies of all notices, minutes, consents, and other materials at the same time and in the same manner that it provides to the members of the Board of Directors or any of its best efforts committees; provided, however, that Viridian shall, and shall cause the Viridian Observer to, hold in confidence and trust all information so provided; and provided further, that the Company reserves the right to ensure that withhold any withholding of information and to exclude the Viridian Observer from any meeting or portion thereof if access to such information or attendance at such meeting could, upon the advice of counsel, adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. (d) As long as Venrock continues to own beneficially any restriction on attendance is strictly limited only shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of any class or series of Preferred Stock), the Company shall invite two representatives of Venrock (the “Venrock Observers”), who shall initially be Xxxxxx Xxxx and Xxxxxx Xxxxxxxxxxxx, to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting attend all meetings of the Board, or (b) counted for purposes Board of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge Directors and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth committee thereof in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effecta nonvoting observer capacity. The Company acknowledges shall give the Venrock Observers copies of all notices, minutes, consents, and other materials at the same time and in the same manner that LVP will likely have, from time to time, information that may be of interest it provides to the Company ("Information") regarding a wide variety members of matters includingthe Board of Directors or any of its committees; provided, by way of example onlyhowever, (1) LVP's technologies, plans and servicesthat Venrock shall, and plans shall cause the Venrock Observers to, hold in confidence and strategies relating theretotrust all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Venrock Observers from any meeting or portion thereof if access to such information or attendance at such meeting could, upon the advice of counsel, adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. (2e) current As long as Fairmount continues to own beneficially any shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of any class or series of Preferred Stock), the Company shall invite a representative of Fairmount (the “Fairmount Observer”) to attend all meetings of the Board of Directors and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Companyany committee thereof in a nonvoting observer capacity. The Company recognizes shall give the Fairmount Observer copies of all notices, minutes, consents, and other materials at the same time and in the same manner that a portion of such Information may be of interest it provides to the Company. Such Information may members of the Board of Directors or may not be known by any of its committees; provided, however, that Fairmount shall, and shall cause the LVP Fairmount Observer to, hold in confidence and trust all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Fairmount Observer from any meeting or portion thereof if access to such information or attendance at such meeting could, upon the advice of counsel, adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. (f) As long as Tellus continues to own beneficially any shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of any class or series of Preferred Stock), the Company shall invite a representative of Tellus (the “Tellus Observer”) to attend all meetings of the Board of Directors and any committee thereof in a nonvoting observer capacity. The CompanyCompany shall give the Tellus Observer copies of all notices, as a material part minutes, consents, and other materials at the same time and in the same manner that it provides to the members of the consideration for this AgreementBoard of Directors or any of its committees; provided, agrees however, that LVP Tellus shall, and shall cause the Tellus Observer to, hold in confidence and trust all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Tellus Observer from any meeting or portion thereof if access to such information or attendance at such meeting could, upon the advice of counsel, adversely affect the attorney-client privilege between the Company and its Observer shall have no duty to disclose any Information to the Company counsel or permit the Company to participate result in any projects disclosure of trade secrets or investments based on any Information, or to otherwise take advantage a conflict of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Companyinterest.

Observer Rights. Each of LVP and any other Purchaser of --------------- 1,000,000 or more shares of Series C Preferred Stock (a "Designating Entity") shall be entitled Permit the Lender from time to time to designate one (1) individual non-voting observer, who shall be reasonably acceptable to the Company (such designee, an "Observer") who shall be entitled to notice ofBoard of Directors of the Borrower, to attend and the Board of Directors of the Borrower (the “Board Observer”); give written notice to any documentation distributed to members before, during or after, the Lender of all meetings, and, as to LVP, including any action to be take by written consent meetings of the Board of Directors (the "Board") of the Company Borrower, and of all committees thereofaction proposed to be taken by the Board of Directors of the Borrower by written consent, at the same time as notice thereof is given to such Board of Directors; provided with respect to all such meetings, permit the Board Observer to attend (either in person or, at the Board Observer’s option, by means of conference telephone call) any such meeting as a non-voting observer; and promptly pay or reimburse the Board Observer for all reasonable out-of-pocket expenses incurred by the Board Observer in attending such meeting (and to the extent not promptly paid or reimbursed, the Borrower hereby authorizes the Lender to charge such amounts to the Borrower’s revolving credit loan accounts with the Lender); provided, however, that the Company Board Observer shall agree to hold in confidence (except that disclosure may be made as and to the extent permitted under Section 9.13 of the Loan Agreement) all confidential or proprietary information provided to the Board Observer in advance of any meeting, and all confidential or proprietary information discussed at any meeting at which the Board Observer is in attendance; and further provided, that the Borrower reserves the right right, exercised in good faith, to withhold any information from the Board Observer and to exclude such representative the Board Observer from any meeting or portion thereof if and to the extent that (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meetinga) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, or portion thereof would adversely affect the attorney-client privilege between the Company Borrower or the Board of Directors of the Borrower (or any committee of the Board of Directors) and its counsel or cause counsel, (b) the Board to breach its fiduciary dutiesLender is the subject matter under discussion, or (bc) in the good faith determination judgment of a majority of the Board, result in a conflict of interest with the Company due counsel to the Observer's and Borrower, same is necessary to discharge the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting of the Board, or (b) counted for purposes of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no directors’ fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Companyduty.

Observer Rights. Each of LVP and any other Purchaser of --------------- 1,000,000 or more (a) As long as SMC Growth Capital Partners II, LP (“SMC”) owns shares of Series C Preferred Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to Stock, the Company (such designeeshall invite a representative of SMC, an "Observer") who shall initially be entitled to notice ofXxxxxxx Xxxx, to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent meetings of the its Board of Directors (in a nonvoting 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 "Board") of same time and in the Company 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 committees thereofinformation so provided; and provided howeverfurther, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary dutiesresult in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. (b) As long as CII owns shares of Preferred Stock, the Company shall invite a representative of CII to attend all meetings of its Board of Directors (and all committees thereof) in a nonvoting 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 good faith determination 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 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 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. (c) As long as either YEI Innovation Fund, LLC (“YEI”) or Yale University (“Yale” and together with YEI, the “Yale Holders”) owns shares of Preferred Stock, the Company shall invite a representative of the Yale Holders (designated by the holders of a majority of the BoardRegistrable Securities held by the Yale Holders at such time) to attend all meetings of its Board of Directors (and all committees thereof) in a nonvoting 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 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 attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest with interest, or if such Investor or its representative is a Competitor of the Company. (d) As long as North Sound Ventures, LP (“North Sound”) owns shares of Preferred Stock, the Company due shall invite a representative of North Sound, who shall initially be Xxxxx Xxxxxx, to attend all meetings of its Board of Directors in a nonvoting 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 Observer's same time and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer same manner as provided to such directors; provided, however, that such representative shall not be (a) permitted agree to vote at any meeting of the Board, or (b) counted for purposes of determining whether there is sufficient quorum for the Board hold in confidence and trust and to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no act in a fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of manner with respect to other companies all information so provided; and other technologiesprovided further, products that the Company reserves the right to withhold any information and services that may be competitive with to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the Company's, and (3) developments with respect to attorney-client privilege between the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company counsel or permit the Company to participate result in any projects disclosure of trade secrets or investments based on any Informationa conflict of interest, or to otherwise take advantage if such Investor or its representative is a Competitor of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company.

Observer Rights. Each (a) At any time that Xxxxxxx does not have a representative on the Board, the Company shall allow one representative of LVP Xxxxxxx, for so long as Xxxxxxx and any other Purchaser its Affiliates own not less than 20% of --------------- 1,000,000 or more the shares of the Series C B Preferred Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to owned by Xxxxxxx as of the Company (such designee, an "Observer") who shall be entitled to notice ofdate of this Agreement, to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent meetings of the Board of Directors in a nonvoting observer capacity (the "“Puccini Observer”). The Company shall give the Puccini Observer 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 the Board") of the Company . The Puccini Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all committees thereof; provided however, that the information so provided. The Company reserves the right to withhold any information and to exclude such representative the Puccini Observer from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by if the Board as a result of such meeting) if reasonably believes that access to such information or attendance at such meeting would, (a) in could adversely affect the judgment attorney-client privilege between the Company and its counsel; provided that such Puccini Observer is an officer or a director of an entity that is reasonably determined by the Board to be a competitor of the Company's outside counsel, such Puccini Observer may be excluded from information or attendance at such meeting if the Board reasonably determines that such information or attendance would be a conflict of interest between such Xxxxxxx Observer and the Company. (b) At any time that funds affiliated with RA Capital Management, L.P. (“RA Capital”) does not have a representative on the Board, the Company shall allow one representative of RA Capital, for so long as RA Capital owns not less than 600,000 shares of Series D Preferred Stock (subject to adjustment for stock splits, stock dividends, combinations, reclassifications or the like), to attend all meetings of the Board in a nonvoting observer capacity (the “RA Capital Observer”). The Company shall give the RA Capital Observer 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 the Board. The RA Capital Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided. The Company reserves the right to withhold any information and to exclude the RA Capital Observer from any meeting or portion thereof if the Board reasonably believes that access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary duties, or (b) in the good faith determination of a majority of the Board, result in would be a conflict of interest with between such RA Capital Observer and the Company. (c) At any time that Deep Track does not have a representative on the Board, the Company due shall allow one representative of Deep Track, for so long as Deep Track owns not less than 543,283 shares of Series E Preferred Stock (subject to adjustment for stock splits, stock dividends, combinations, reclassifications or the like), to attend all meetings of the Board in a nonvoting observer capacity (the “Deep Track Observer's and the Designating Entity's relationships with their affiliates”). The Company will use shall give the Deep Track Observer copies of all notices, minutes, consents, and other materials that it provides to its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only directors at the same time and in the same manner as provided to the extent necessary set forth in the preceding sentenceBoard. The Deep Track Observer shall not be (a) permitted agree to vote at any meeting of the Board, or (b) counted for purposes of determining whether there is sufficient quorum for the Board hold in confidence and trust and to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no act in a fiduciary or other duties manner with respect to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effectall information so provided. The Company acknowledges reserves the right to withhold any information and to exclude the Deep Track Observer from any meeting or portion thereof if the Board reasonably believes that LVP will likely have, from time access to time, such information that may or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would be a conflict of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans between such Deep Track Observer and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company.

Observer Rights. Each of LVP and any other Purchaser of --------------- 1,000,000 or more (a) As long as Highland Capital Partners 9 Limited Partnership, Highland Capital Partners 9-B Limited Partnership, Highland Entrepreneurs’ Fund 9 Limited Partnership and/or their affiliates (collectively, “Highland Capital Partners”) owns shares of Series C Preferred Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to or shares of Common Stock issued upon conversion thereof), the Company (such designee, an "Observer") who shall be entitled to notice of, invite a representative of Highland Capital Partners to attend and to any documentation distributed to members before, during or after, all meetings, meetings of its Board in a nonvoting 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 LVPsuch directors; provided, including any action to be take by written consent of the Board of Directors (the "Board") of the Company and all committees thereof; provided however, that such representative shall agree to hold in confidence and trust with respect to all information so provided, except that such representative may provide such information to Highland Capital Partners for purposes of monitoring its investment in the Company; and provided further that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as if, upon advice of counsel to the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if Company, access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, would adversely affect the attorney-client privilege between the Company and its counsel or cause result in the Board to breach its fiduciary duties, disclosure of trade secrets or a conflict of interest. (b) As long as i Ventures and/or its affiliates owns shares of Preferred Stock (or shares of Common Stock issued upon conversion thereof), the Company shall invite a representative of i Ventures to attend all meetings of its Board in a nonvoting 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 good faith determination same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust with respect to all information so provided, except that such representative may provide such information to i Ventures for purposes of a majority monitoring its investment in the Company; and provided further that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if, upon advice of counsel to the BoardCompany, access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or result in the disclosure of trade secrets or a conflict of interest with interest. (c) As long as Xxxxx Capital Fund II, L.P. (“Xxxxx”) and/or its affiliates owns shares of Series C Preferred Stock (or shares of Common Stock issued upon conversion thereof), the Company due shall invite a representative of Xxxxx to attend all meetings of its Board in a nonvoting 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 Observer's same time and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer same manner as provided to such directors; provided, however, that such representative shall not be (a) permitted agree to vote at any meeting of the Boardhold in confidence and trust with respect to all information so provided, or (b) counted except that such representative may provide such information to Xxxxx for purposes of determining whether there is sufficient quorum for monitoring its investment in the Board Company; and provided further that the Company reserves the right to conduct withhold any information and to exclude such representative from any meeting or portion thereof if, upon advice of counsel to the Company, access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if anycounsel or result in the disclosure of trade secrets or a conflict of interest. (d) As long as any X. Xxxx Price Investor owns shares of Preferred Stock (or shares of Common Stock issued upon conversion thereof), the Observer Company shall owe no fiduciary or other duties invite a representative of X. Xxxx Price to the stockholders attend all meetings of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth Board in a nonvoting observer capacity and, in this Section 4.12. A Designating Entity respect, shall designategive such representative copies of all notices, minutes, consents, and may replace, other materials that it provides to its directors at the Observer with or without cause same time and in its sole discretion by providing written notice the same manner as provided to the Company at least five such directors (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of including with respect to other companies all committees, including executive sessions); provided, however, that such representative shall agree to hold in confidence and other technologies, products and services that may be competitive with the Company's, and (3) developments trust with respect to all information so provided, except that such representative may provide such information to the technologies, products and services, and plans and strategies relating thereto, X. Xxxx Price Investors for purposes of other companies, including, without limitation, companies that may be competitive with monitoring their investment in the Company. The ; and provided further that the Company recognizes that a reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if, upon advice of such Information may be of interest counsel to the Company. Such Information may , access to such information or may not be known by attendance at such meeting would adversely affect the LVP Observer. The Company, as a material part of attorney-client privilege between the consideration for this Agreement, agrees that LVP Company and its Observer shall have no duty to disclose any Information to counsel or result in the disclosure of trade secrets or a conflict of interest. (e) As long as Durable owns shares of Preferred Stock (or shares of Common Stock issued upon conversion thereof), the Company or permit shall invite a representative of Durable to attend all meetings of its Board in a nonvoting 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 (including with respect to all committees, including executive sessions); provided, however, that such representative shall agree to hold in confidence and trust with respect to all information so provided, except that such representative may provide such information to Durable for purposes of monitoring their investment in the Company; and provided further that the Company reserves the right to participate in withhold any projects information and to exclude such representative from any meeting or investments based on any Informationportion thereof if, or to otherwise take advantage upon advice of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto counsel to the Company, access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or result in the disclosure of trade secrets or a conflict of interest.

Observer Rights. Each (a) As long as Trinity Ventures VIII, L.P. and its affiliates (“Trinity Ventures”) own not less than fifty percent (50%) of LVP and any other Purchaser of --------------- 1,000,000 or more the shares of Series C B Preferred Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable it originally purchased pursuant to the Series B Preferred Stock Purchase Agreement, dated as of August 4, 2003, between the Company (such designeeand each of the other parties thereto, an "Observer") who the Company shall be entitled to notice of, invite a representative of Trinity Ventures to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent meetings of the its Board of Directors (the "Board") in a nonvoting observer capacity and, in this respect, shall give such representative copies of the Company all notices, minutes, consents and other materials that it provides to its 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 committees thereofinformation so provided; and, provided howeverfurther, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary duties, or (b) in the good faith determination of a majority of the Board, would result in a conflict disclosure of interest with the Company due trade secrets to the Observer's and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding of information such representative or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. The Observer shall not be (a) permitted to vote at any meeting of the Board, or (b) counted for purposes of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company such Investor or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer representative is or is affiliated with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be a direct competitor of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes agrees to reimburse such representative for its reasonable expenses incurred in connection with attending meetings of the Board of Directors. (b) As long as WK Technology Fund and its affiliates (“WK Technology Fund”) own not less than fifty percent (50%) of the shares of Series C Preferred Stock it originally purchased pursuant to the Series C Preferred Stock Purchase Agreement, dated as of June 24, 2004, between the Company and each of the other parties thereto, the Company shall invite a representative of WK Technology Fund to attend all meetings of its Board of Directors in a nonvoting 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; 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 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 attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such Information may be representative or if such Investor or its representative is or is affiliated with a direct competitor of interest to the Company. Such Information may The Company agrees to reimburse such representative for its reasonable expenses incurred in connection with attending meetings of the Board of Directors. (c) As long as Axxxx Capital Management, LLC and its affiliates (“Axxxx”) own not less than fifty percent (50%) of the shares of Series D Preferred Stock it originally purchased pursuant to the Series D Agreement, the Company shall invite a representative of Axxxx to attend all meetings of its Board of Directors in a nonvoting 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; 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 withhold any information and to exclude such representative from any meeting or may not be known by portion thereof if access to such information or attendance at such meeting could adversely affect the LVP Observerattorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. The Company, as a material part Company agrees to reimburse such representative for its reasonable expenses incurred in connection with attending meetings of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage Board of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the CompanyDirectors.

Observer Rights. Each (a) As long as Abingworth owns not less than twenty-five percent (25%) of LVP and any other Purchaser of --------------- 1,000,000 or more the shares of the Series C Preferred Stock it is purchasing under the Purchase Agreement (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to or an equivalent amount of Common Stock issued upon conversion thereof), the Company (such designee, an "Observer") who shall be entitled to notice of, invite a representative of Abingworth to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent meetings of the Board of Directors (in a nonvoting 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 "Board") of same time and in the Company same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and all committees thereof; provided howeverfurther, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary duties, or counsel. (b) As long as Longitude owns not less than twenty-five percent (25%) of the shares of the Series C Preferred Stock it is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Longitude to attend all meetings of the Board of Directors in a nonvoting 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 good faith determination of a majority same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to 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 attorney-client privilege between the Company and its counsel. (c) As long as Sofinnova owns not less than twenty-five percent (25%) of the Boardshares of the Series C Preferred Stock it is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), result the Company shall invite a representative of Sofinnova to attend all meetings of the Board of Directors in a conflict nonvoting observer capacity and, in this respect, shall give such representative copies of interest with 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 all information so provided; and provided further, that the Company due reserves the right to the Observer's withhold any information and the Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that exclude such representative from any withholding of meeting or portion thereof if access to such information or any restriction on attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel. (d) As long as Surveyor owns not less than twenty-five percent (25%) of the shares of the Series C Preferred Stock it is strictly limited only purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Surveyor to attend all meetings of the extent necessary set forth Board of Directors in a nonvoting 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 preceding sentence. The Observer same manner as provided to such directors; provided, however, that such representative shall not be (a) permitted agree to vote at hold in confidence all information so provided; and provided further, that the Company reserves the right to 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 attorney-client privilege between the Company and its counsel. (e) As long as Ares Trading S.A. (“ATSA”) owns not less than twenty-five percent (25%) of the Boardshares of the Series C Preferred Stock issued to it under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), or (b) counted for purposes the Company shall invite a representative of determining whether there is sufficient quorum for ATSA to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to conduct its business. The parties hereto hereby acknowledge 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 all information so provided; and provided further, that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders of the Company reserves the right to withhold any information and to exclude such representative from any meeting or otherwise have any directorial portion thereof if access to such information or other duties or liabilities to attendance at such meeting could adversely affect the attorney-client privilege between the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Companycounsel.

Observer Rights. Each of LVP and any other Purchaser of --------------- 1,000,000 or more (i) As long as SV Health Investors owns shares of Series C Preferred Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to or Common Stock issued upon conversion thereof), the Company (such designee, an "Observer") who shall be entitled to notice of, invite a representative of SV Health Investors to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent meetings of the its Board of Directors (in a nonvoting 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 "Board") of same time and in the Company same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust all committees thereofinformation so provided; provided howeverand provided, further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the attorney-client privilege between the Company and its counsel or cause result in disclosure of trade secrets. (ii) As long as Alta Partners owns shares of Preferred Stock (or Common Stock issued upon conversion thereof), the Company shall invite a representative of Alta Partners to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to breach its fiduciary duties, or (b) directors at the same time and in the good faith determination of a majority of same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust all information so provided; and provided, further, that the Board, Company reserves the right to 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 attorney-client privilege between the Company and its counsel or result in a conflict disclosure of interest with trade secrets. (iii) As long as Skyline Ventures own shares of Preferred Stock (or Common Stock issued upon conversion thereof), the Company due shall invite a representative of Skyline Partners to attend all meetings of its Board of Directors in a nonvoting 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 Observer's same time and in the Designating Entity's relationships with their affiliates. The same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust all information so provided; and provided, further, that the Company will use its best efforts reserves the right to ensure that withhold any withholding of information and to exclude such representative from any meeting or portion thereof if access to such information or any restriction on attendance is strictly limited only at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets. (iv) As long as Lilly Ventures own shares of Preferred Stock (or Common Stock issued upon conversion thereof), the Company shall invite a representative of Lilly Ventures to attend all meetings of its Board of Directors in a nonvoting 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 extent necessary set forth same time and in the preceding sentence. The Observer same manner as provided to such directors; provided, however, that such representative shall not be (a) permitted agree to vote at hold in confidence and trust all information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting of or portion thereof if access to such information or attendance at such meeting could adversely affect the Board, or (b) counted for purposes of determining whether there is sufficient quorum for the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders of attorney-client privilege between the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company counsel or permit the Company to participate result in any projects or investments based on any Information, or to otherwise take advantage disclosure of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Companytrade secrets.

Observer Rights. Each of LVP and any other Purchaser of --------------- 1,000,000 or more shares of Series C Preferred Stock (a "Designating Entity") shall be entitled to Tinicum may designate one (1) individual reasonably acceptable to Person, in the Company (such designee, an "Observer") who shall be entitled to notice ofaggregate, to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent meetings of the Board of Directors and the Compensation Committee as an observer (the "Board") “Observer”), for so long as Tinicum beneficially owns 10% or more of the then outstanding Common Stock. If Tinicum beneficially owns less than 10% of the then outstanding Common Stock, the Company shall have no obligation pursuant to this Agreement to permit any Person designated by Tinicum to attend meetings of the Board of Directors, the Compensation Committee or otherwise under this Section 4.4. The Observer shall be entitled to receive notice of and have the right to attend any and all committees thereofmeetings of the Board of Directors and the Compensation Committee in an observer capacity, and the Company shall provide the Observer with copies of all notices, minutes, consents and other material in connection therewith at the same time as such materials are distributed to members of the Board of Directors and the Compensation Committee; provided howeverprovided, that (A) Tinicum shall cause the Company reserves Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer pursuant hereto and (B) the Company, the Board of Directors and the Compensation Committee shall have the right to withhold any information and to exclude such representative Observer from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting1) if access to such information or attendance at such meeting woulddoing so is, (a) in the judgment opinion of counsel to the Company's outside counsel, adversely affect advisable or necessary to protect the attorney-client privilege between the Company and its counsel or (2) if the Board of Directors or the Compensation Committee determines in good faith, after consultation with counsel, that fiduciary requirements under applicable law would make attendance by such Observer not advisable. The Observers shall have no right to vote on any matters presented to the Board of Directors or the Compensation Committee. All obligations of the Company pursuant to this Section 4.4 shall terminate, and, upon request by the Board of Directors, Tinicum shall cause the Observer to resign promptly from the Board to breach its fiduciary duties, or (b) in the good faith determination of a majority of the Board, result in a conflict of interest with the Company due to the Observer's Directors and the Designating Entity's relationships with their affiliatesCompensation Committee, in each case upon Tinicum ceasing to have the right to designate an Observer pursuant to this Section 4.4. The Company will use In addition, upon request by the Board of Directors, Tinicum shall cause its best efforts Observer to ensure resign promptly at any time that any withholding of information Tinicum is no longer entitled to nominate or any restriction on attendance is strictly limited only designate an Observer pursuant to the extent necessary set forth in the preceding sentencethis Section 4.4. The Observer shall not be (a) permitted entitled to vote at any meeting reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board, or (b) counted for purposes Board of determining whether there is sufficient quorum for Directors and the Board to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waivesCompensation Committee, to the same extent permitted by law, any claim based on as members of the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or Board of Directors and the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the CompanyCompensation Committee.

Observer Rights. Each of LVP and any other Purchaser of --------------- 1,000,000 or more (a) As long as Sofinnova Investments owns not less 5,000,000 shares of Series C the Preferred Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to or an equivalent amount of Common Stock issued upon conversion thereof), the Company (such designee, an "Observer") who shall be entitled to notice of, invite a representative of Sofinnova Investments to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent meetings of the Board of Directors (in a nonvoting 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 "Board") of same time and in the Company 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 committees thereofinformation so provided; and provided howeverfurther, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary dutiesresult in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. (b) As long as 5AM owns not less than 5,000,000 shares of the Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of 5AM to attend all meetings of the Board of Directors in a nonvoting 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 good faith determination of 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 majority of fiduciary manner with respect to all information so provided; and provided further, that the Board, Company reserves the right to 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 attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest with interest, or if such Investor or its representative is a Competitor of the Company. (c) As long as General Atlantic owns not less than 4,125,000 shares of the Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company due shall invite a representative of General Atlantic to attend all meetings of the Observer's Board of Directors in a nonvoting 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 Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth same time and in the preceding sentence. The Observer same manner as provided to such directors; provided, however, that such representative shall not be (a) permitted agree to vote at any meeting of the Board, or (b) counted for purposes of determining whether there is sufficient quorum for the Board hold in confidence and trust and to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no act in a fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of manner with respect to other companies all information so provided; and provided further, that the Company reserves the right to 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 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. (d) As long as Omega owns not less than 750,000 shares of the Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Omega to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other technologiesmaterials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, products however, that such representative shall agree to hold in confidence and services that may be competitive with the Company's, trust and (3) developments to act in a fiduciary manner with respect to all information so provided; and provided further, that the technologies, products Company reserves the right to withhold any information and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the Company. The attorney-client privilege between the Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company counsel or permit the Company to participate result in any projects disclosure of trade secrets or investments based on any Informationa conflict of interest, or to otherwise take advantage if such Investor or its representative is a Competitor of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company. (e) As long as venBio Global Strategic Fund III, L.P. together with its Affiliates (“venBio”) owns not less than 875,000 shares of the Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of venBio to attend all meetings of the Board of Directors in a nonvoting 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 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 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.

Observer Rights. Each (a) As long as Adage Capital Partners, LP (“Adage”) (i) owns not less than twenty-five percent (25%) of LVP and any other Purchaser of --------------- 1,000,000 or more the shares of Series C the Preferred Stock (a "Designating Entity") shall be entitled to designate one (1) individual reasonably acceptable to purchased by it under the Series A / A-1 / A-2 Preferred Stock Purchase Agreement, dated as of October 10, 2018, by and among the Company and such Existing Investors (the “Series A Purchase Agreement”) and the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof) and (ii) does not have a representative serving on the Company’s Board of Directors as a Preferred Director at such designeetime, an "Observer") who the Company shall be entitled to notice of, invite a representative of Adage to attend and to any documentation distributed to members before, during or after, all meetings, and, as to LVP, including any action to be take by written consent meetings of the Board of Directors (in a nonvoting 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 "Board") of same time and in the Company 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 committees thereofinformation so provided; and provided howeverfurther, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof (so long as the Company notifies the Observer of such withholding and of any action taken by the Board as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company's outside counsel, could adversely affect the attorney-client privilege between the Company and its counsel or cause the Board to breach its fiduciary dutiesresult in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. (b) As long as 667, L.P. and Xxxxx Brothers Life Sciences, L.P. acting together (collectively, “Xxxxx Brothers”) (i) owns not less than twenty-five percent (25%) of the shares of the Preferred Stock purchased by it under the Series A Purchase Agreement and the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof) and (ii) does not have a representative serving on the Company’s Board of Directors as a Preferred Director at such time, the Company shall invite a representative of Xxxxx Brothers to attend all meetings of the Board of Directors in a nonvoting 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 good faith determination of 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 majority of fiduciary manner with respect to all information so provided; and provided further, that the Board, Company reserves the right to 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 attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest with interest, or if such Investor or its representative is a Competitor of the Company. (c) As long as 5AM VENTURES V, L.P. (“5AM”) owns not less than twenty-five percent (25%) of the shares of the Preferred Stock purchased by it under the Series A Purchase Agreement and the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company due shall invite a representative of 5AM to attend all meetings of the Observer's Board of Directors in a nonvoting 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 Designating Entity's relationships with their affiliates. The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth same time and in the preceding sentence. The Observer same manner as provided to such directors; provided, however, that such representative shall not be (a) permitted agree to vote at any meeting of the Board, or (b) counted for purposes of determining whether there is sufficient quorum for the Board hold in confidence and trust and to conduct its business. The parties hereto hereby acknowledge and agree that notwithstanding contrary authority, if any, the Observer shall owe no act in a fiduciary or other duties to the stockholders of the Company or otherwise have any directorial or other duties or liabilities to the Company or its stockholders except as specifically set forth in this Section 4.12. A Designating Entity shall designate, and may replace, the Observer with or without cause in its sole discretion by providing written notice to the Company at least five (5) business days prior to any such action taking effect. The Company acknowledges that LVP will likely have, from time to time, information that may be of interest to the Company ("Information") regarding a wide variety of matters including, by way of example only, (1) LVP's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments LVP has made, may make, may consider or may become aware of manner with respect to other companies all information so provided; and other technologiesprovided further, products that the Company reserves the right to withhold any information and services that may be competitive with to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the Company's, and (3) developments with respect to attorney-client privilege between the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the LVP Observer. The Company, as a material part of the consideration for this Agreement, agrees that LVP and its Observer shall have no duty to disclose any Information to the Company counsel or permit the Company to participate result in any projects disclosure of trade secrets or investments based on any Informationa conflict of interest, or to otherwise take advantage if such Investor or its representative is a Competitor of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit LVP's ability to pursue opportunities based on such Information or that would require LVP or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company.