Common use of Observer Rights Clause in Contracts

Observer Rights. As long as the DLB Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares it purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the DLB Investor to attend all regular meetings of the Company’s board of advisors (the “Advisory Board”) in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Board; provided, however, that, in each case such representatives 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, in each case, the Company reserves the right to withhold any information and to exclude such representatives 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 the DLB Investor, the Broadline Investor or their representatives are competitors of the Company.

Observer Rights. (a) As long as the DLB Investor or any of its Affiliates owns not less than twenty-five percent (25%) Lead Investors collectively own at least 5.69% of the Series B Preferred Capital Shares it purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof)then outstanding, the Company shall invite a representative of the DLB Investor Lead Investors to attend all regular meetings of the Company’s its and any of its Key Subsidiaries’ board of advisors (the “Advisory Board”) directors in an a nonvoting observer capacity and, in this respect, shall give such representatives representative copies of all notices, minutes, consents, and other materials that it provides to its advisors on directors at the same time and in the same manner as provided to such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case that (i) such representatives representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so providedprovided in accordance with Subsection 3.7 as if such representative were a “Holder”; and provided further, that, in each case, (ii) the Company reserves the right to withhold any information and or to exclude such representatives representative from any meeting or portion thereof if (x) access to such information or attendance at such meeting could adversely affect would (i) as advised by the counsel of the Company in writing, result in the loss of the attorney-client privilege between the Company or any of its Key Subsidiaries and its counsel counsel; provided that the Company or such Key Subsidiary, as applicable, shall use commercially reasonable efforts, including by entering into a joint defense agreement, common interest agreement or other arrangement to enhance the ability of the parties to protect their communications and other reviewed materials under the attorney client privilege, to permit the disclosure of such information without significant risk of losing such privilege, or (ii) result in disclosure of trade secrets or a conflict of interest, or (y) if the DLB Investorrepresentative of the Lead Investors is a Competitor. The information provided to the Lead Investors pursuant to this Subsection 3.5(a) shall not be required to be translated from its native language unless the Lead Investors so request and agree to bear all out-of-pocket costs for such translation. (b) At the reasonable request of the Key Holders, the Broadline Investor Company shall invite a representative of the Key Holders to attend all meetings of its and any of its Key Subsidiaries’ 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 (i) such representative shall agree to hold in confidence and trust all information so provided in accordance with Subsection 3.7 as if such representative were a “Holder”; and (ii) that the Company reserves the right to withhold any information or to exclude such representative from any meeting or portion thereof if (x) access to such information or attendance at such meeting would (i) as advised by the counsel of the Company in writing, result in the loss of the attorney-client privilege between the Company or any of its Key Subsidiaries and its counsel; provided that the Company or such Key Subsidiary, as applicable, shall use commercially reasonable efforts, including by entering into a joint defense agreement, common interest agreement or other arrangement to enhance the ability of the parties to protect their communications and other reviewed materials under the attorney client privilege, to permit the disclosure of such information without significant risk of losing such privilege, or (ii) result in disclosure of trade secrets or a conflict of interest, or (y) if the representative of the Key Holders or their representatives are competitors of representative is a Competitor. The information provided to the CompanyKey Holders pursuant to this Subsection 3.5(b) shall not be required to be translated from its native language unless a Key Holders so requests and agrees to bear all out-of-pocket costs for such translation.

Observer Rights. (a) As long as the DLB Investor or any RTW holds at least 2,142,858 shares of its Affiliates owns not less than twenty-five percent (25%) of the Series B A-1 Preferred Shares it purchased under the Series B Share Purchase Agreement Stock (or an equivalent amount of Common Shares Stock issued upon conversion thereof, excluding any Common Stock issued upon conversion of the Series A-1 Preferred Stock pursuant to the “Special Mandatory Conversion” provisions of the Certificate of Incorporation), the Company shall invite a representative of the DLB Investor RTW to attend all regular meetings of the Company’s board Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives representative copies of all notices, minutes, consents, and other materials that it provides to its advisors on such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case that such representatives 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, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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 the DLB Investor, the Broadline applicable Investor or their representatives are competitors its representative is a Competitor of the Company. (b) As long as Nextech holds at least 2,142,858 shares of Series A-1 Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof, excluding any Common Stock issued upon conversion of the Series A-1 Preferred Stock pursuant to the “Special Mandatory Conversion” provisions of the Certificate of Incorporation), the Company shall invite a representative of Nextech 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 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 the applicable Investor or its representative is a Competitor of the Company. (c) Upon and after the Third Tranche Closing (as defined in the Purchase Agreement), as long as Red Tree holds at least 728,572 shares of Series A-1 Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof, excluding any Common Stock issued upon conversion of the Series A-1 Preferred Stock pursuant to the “Special Mandatory Conversion” provisions of the Certificate of Incorporation), the Company shall invite a representative of Red Tree 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 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 the applicable Investor or its representative is a Competitor of the Company.

Observer Rights. (a) As long as the DLB Investor or any of its Affiliates KPCB Holdings, Inc., as nominee (“KPCB”) owns not less than twenty-five percent (25%) 1,000,000 shares of the Series B A Preferred Shares it purchased under the Series B Share Purchase Agreement Stock (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of the DLB Investor KPCB to attend all regular meetings of the Company’s board of advisors (the “Advisory Board”) its Board in an a nonvoting observer capacity and, in this respect, shall give such representatives representative copies of all notices, minutes, consents, and other materials that it provides to its advisors on such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case that such representatives 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, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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 the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is a competitor of the Company. (b) As long as Obvious Group LLC (“Obvious”) owns not less than 1,400,000 shares of the Series B Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of The Obvious Corporation or its Affiliates 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 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 Gates Ventures, LLC (“GV”) owns not less than 650,000 shares of the Series C Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of GV or its Affiliates 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 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 Tsai or its Affiliates own not less than 1,200,000 shares of the Series D Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Tsai 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 result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. (e) As long as S2G or its Affiliates own not less than 860,000 shares of the Series D Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of S2G 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 result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. (f) As long as Union Grove and its Affiliates own not less than 500,000 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), if a representative of Union Grove is not then serving on the Board, then the Company shall invite a representative of Union Grove 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 result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. (g) As long as Tyson owns not less than 1,800,000 shares of the Series F Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Tyson 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 result in disclosure of trade secrets or a conflict of interest. (h) As long as Innovative Fund, LLC (“Future Foods”) and its Affiliates own not less than 800,000 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Future Foods 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 result in disclosure of trade secrets or a conflict of interest. (i) As long as Mitsui & Co. (U.S.A.), Inc. (“Mitsui”) and its Affiliates own not less than 400,000 shares of the Series F Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Mitsui 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 result in disclosure of trade secrets or a conflict of interest. (j) As long as Cleveland Avenue, LLC (“Cleveland Avenue”) and its Affiliates own not less than 800,000 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Cleveland Avenue 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 result in disclosure of trade secrets or a conflict of interest.

Observer Rights. (i) As long as the DLB Investor one or any of more investment vehicles managed by Sands Capital Ventures, LLC or its Affiliates owns affiliate (together, “Sands”) collectively own not less than twenty-five percent (25%) 750,000 shares of the Series B Preferred Shares it purchased under the Series B Share Purchase Agreement Company’s capital stock (as adjusted for subsequent stock splits, combinations, stock dividends or an equivalent amount of Common Shares issued upon conversion thereof), other similar events) the Company shall invite a representative of the DLB Investor Sands to attend all regular meetings of the Company’s board its Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives representative copies of all notices, minutes, consents, and other materials that it provides to its advisors on directors at the same time and in the same manner as provided to such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case that such representatives 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, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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 the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is a competitor of the Company. (ii) As long as Tenaya Capital VI, LP (“Tenaya”) owns not less than 750,000 shares of the Company’s capital stock (as adjusted for subsequent stock splits, combinations, stock dividends or other similar events) the Company shall invite a representative of Tenaya 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 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. (iii) As long as OrbiMed Royalty Opportunities II, LP together with its affiliates (“OrbiMed”) owns not less than 150,000 shares of the Company’s capital stock (as adjusted for subsequent stock splits, combinations, stock dividends or other similar events) the Company shall invite a representative of OrbiMed 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 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. As long as the DLB Investor or any of GPP – Connecture, LLC and its Affiliates (“GPP”) owns not less than twenty-five percent (25%) 5,000,000 shares of the Series B Preferred Shares it purchased under the Series B Share Purchase Agreement Stock (or an equivalent amount of Common Shares Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of the DLB Investor GPP to attend all regular meetings of the Company’s board of advisors its Board (the and any committee thereof) in a nonvoting observer capacity. As long as SSM Venture Partners II, L.P. and its Affiliates (“Advisory BoardSSM”) in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) 2,500,000 shares of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement A Stock (or an equivalent amount of Common Shares Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of the Broadline Investor SSM to attend all regular meetings of the Company’s Advisory its Board (and any committee thereof) in an a nonvoting observer capacity andcapacity. As long as Live Oak Equity Partners, L.P. and its Affiliates (“Live Oak”) owns not less than 2,500,000 shares of Series A Stock (or equivalent amount of Common Stock issued upon conversion thereof, in this respecteach case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of Live Oak to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacity. The Company shall give such representatives copies of all notices, minutes, consents, and other materials that it provides to its advisors on directors at the same time and in the same manner as provided to such Advisory Boarddirectors; provided, however, that, in each case such representatives 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, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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. The Company shall reimburse the reasonable costs and expenses of each observer of GPP, or if the DLB Investor, the Broadline Investor or their representatives are competitors SSM and Live Oak incurred in attending meetings of the Board (including any meeting of committees of the Board) and any other meetings or events attended on behalf of the Company at the Company’s request.

Observer Rights. As long as the DLB Investor or any of its Affiliates owns "Series D Investors" collectively own not less than twenty-five percent (25%) 727,500 shares of Series D Preferred Stock of the Series B Preferred Shares it purchased under the Series B Share Purchase Agreement Company (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative designated by the holders of a majority of the DLB Investor Registrable Securities held by such Series D Investors to attend all regular meetings of the Company’s board its Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, (it being understood and the Company hereby agrees that such representative shall give alternate between a representative of Hancxxx Xxxture Partners IV - Direct Fund L.P. and a representative of Pioneer Ventures Limited Partnership as such representatives copies of all materials that it provides entities may from time to its advisors on such Advisory Board; and as time determine). As long as the Broadline Investor or any of its Affiliates MeriTech collectively owns not less than twenty-five percent (25%) 333,334 shares of Series F Preferred Stock of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement Company (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor designated by MeriTech to attend all regular meetings of the Company’s Advisory its Board of Directors in an a nonvoting observer capacity and, in this respect, capacity. The Company shall give such representatives provide to each representative copies of all notices, minutes, consents, and other materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in that each case such representatives representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that, in each case, that the Company reserves the right to withhold any information and to exclude such representatives a 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 or a conflict of interest, or to such representative if the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is a direct competitor of the Company.

Observer Rights. (a) As long as the DLB Investor or any of its Affiliates Sequoia Capital owns not less than twenty-five one percent (251%) of the Series B outstanding shares of Preferred Shares it purchased under the Series B Share Purchase Agreement Stock (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of the DLB Investor Sequoia Capital to attend all regular meetings of the Company’s board its Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives representative copies of all notices, minutes, consents and other materials that it provides to its advisors on such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case that such representatives representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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 or a conflict of interest, to such representative or if the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is or is affiliated with a direct competitor of the Company. (b) As long as Lightspeed Venture Partners (“Lightspeed”) owns not less than one percent (1%) of the outstanding shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Lightspeed 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 representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. (c) As long as Harmony owns not less than one percent (1%) of the outstanding shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Harmony 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 representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. (d) As long as OrbiMed owns not less than one percent (1%) of the outstanding shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of OrbiMed 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 representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. (e) As long as Claremont Creek Ventures owns not less than one percent (1%) of the outstanding shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Claremont Creek 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; 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 Investor or its representative is or is affiliated with a direct competitor of the Company. (f) As long as HealthCor owns at least 2,382,757 shares of Series E Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations or the like), the Company shall invite a representative of HealthCor 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 representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. (g) As long as Sofinnova owns not less than one percent (1%) of the outstanding shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Sofinnova 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 representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company.

Observer Rights. As For so long as at least 1,750,000 shares of Series A-2 Preferred Stock remain outstanding, the DLB Investor or any Company shall allow one representative of its Affiliates the holders of a majority of Series A-2 Preferred Stock to attend all meetings of the Board in a nonvoting observer capacity, which representative shall initially be Xxxxx Xxxxxx. In addition, the Company shall allow one representative of Altitude Life Science Ventures Fund II, L.P. and Altitude Life Science Ventures Side Fund II, L.P. (collectively, “Altitude”), for so long as Altitude owns not less than twenty-five twenty percent (2520%) of the shares of the Series B A-1 Preferred Shares Stock it purchased is purchasing under the Series B Share Purchase Agreement and does not have one (or an equivalent amount of Common Shares issued upon conversion thereof)1) Affiliate then serving on the Board, the Company shall invite a representative of the DLB Investor to attend all regular meetings of the Company’s board of advisors (Board in a nonvoting observer capacity. Each observer appointed pursuant to this Agreement or pursuant to any management rights letter or other agreement issued or entered into by the Company on or about the date hereof, are referred to herein as an “Observer”, and collectively, the “Advisory BoardObservers”) in an observer capacity and, in this respect, . The Company shall give such representatives the Observers copies of all notices, minutes, consents, and other materials that it provides to its advisors on directors at the same time and in the same manner as provided to such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Board; provided, however, that, in each case such representatives directors. Observers 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, in each case, the . The Company reserves the right to withhold any information and to exclude such representatives an Observer from any meeting or portion thereof if reasonably determined that 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 the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is a Competitor of the Company.

Observer Rights. (a) As long as the DLB Investor Foresite Capital Fund IV, L.P. or any of its Affiliates affiliates (“Foresite”), in the aggregate, owns not less than twenty-five percent (25%) at least 2,464,512 shares of the Series B D Preferred Shares it purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof)Stock, the Company shall invite a representative of the DLB Investor Foresite to attend all regular meetings of the Company’s board of advisors (the “Advisory Board”) Board in an a nonvoting observer capacity and, in this respect, shall give such representatives representative copies of all notices, minutes, consents, and other materials that it provides to its advisors on such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case that such representatives 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, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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 the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is a competitor of the Company. (b) As long as venBio Global Strategic Fund II, L.P. or any of its affiliates (“venBio”), in the aggregate, owns at least 2,464,512 shares of Series D Preferred Stock, the Company shall invite a representative of venBio 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; 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

Observer Rights. As long as the DLB Investor or any of Accel Europe, L.P. (“Accel”), together with its Affiliates affiliates, owns not less than twenty-five at least ten percent (2510%) of the Series B Preferred Shares it purchased under outstanding shares of the Series B Share Purchase Agreement A Preferred Stock (or an equivalent amount of Common Shares Stock issued upon conversion thereof) owned by Accel immediately following the Closing (as defined in the Series A Agreement) (as adjusted for stock splits, stock dividends, recapitalizations or the like) and Jerusalem Venture Partners, L.P. (“JVP”), together with its affiliates, owns at least ten percent (10%) of the outstanding shares of Series A Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof) owned by JVP immediately following the Closing, and Svenska Industrifonden (“Industrifonden”) owns at least ten percent (10%) of the outstanding shares of Series AA Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof) (as adjusted for stock splits, stock dividends, recapitalizations or the like), the Company shall invite a representative of the DLB Investor each of Accel, JVP and Industrifonden to attend all regular meetings of the Company’s board its Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives representative copies of all notices, minutes, consents and other materials that it provides to its advisors on such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case that such representatives representative shall agree in writing to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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 or a conflict of interest, to such representative or if the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is or is affiliated with a direct competitor of the Company.

Observer Rights. As long as the DLB Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares it purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the The Company shall invite a one representative of the DLB Investor each of Braemar Energy Ventures II, LP (“Braemar”), Lightspeed Venture Partners (“Lightspeed”) and The Roda Group (“Roda”) to attend all regular meetings of the Company’s board its Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives representative copies of all notices, minutes, consents, and other materials that it provides to its advisors on directors at the same time and in the same manner as provided to such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case that such representatives 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, in each case, that the Company reserves the right to withhold any information and to exclude such representatives representative from any meeting or portion thereof if the Company in good faith 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 counsel, result in disclosure of trade secrets or a conflict of interest, or if the DLB Investor, the Broadline that such Investor or their representatives are competitors its representative is a competitor of the Company. Without limiting the generality of the foregoing, no representative under this Section 3.5 may disclose to any person (including a partner, member or shareholder of Braemar, Lightspeed or Roda, as the case may be) who is either a board member or board observer of a competitor of the Company (as determined by the Company) any proprietary or confidential information provided by the Company to such representative. In addition, no representative under this Section 3.5 may be a board member or board observer of a competitor of the Company. Notwithstanding the provisions of Section 3.6, the Company’s obligation to any Holder pursuant to this Section 3.5 shall terminate upon the earlier of (i) the date of the closing of the Qualified IPO and (ii) the date on which such Holder no longer holds at least fifty percent (50%) of the shares of Preferred Stock or Common Stock issued upon conversion thereof held by such Holder as of the last Closing under the Purchase Agreement.

Observer Rights. (a) As long as the DLB Investor SOSventures, LLC (“SOS”), individually or any of together with its Affiliates Affiliates, owns not less than twenty-twenty five percent (25%) of the Series B shares of the Preferred Shares it purchased under the Series B Share Purchase Agreement Stock (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of the DLB Investor SOS to attend all regular meetings of the Company’s board its Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives representative copies of all notices, minutes, consents, and other materials that it provides to its advisors on such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case that such representatives 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, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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 the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is a competitor of the Company. (b) As long as Seven Peaks Ventures Fund I, LP (“Seven Peaks”), individually or together with its Affiliates, owns not less than twenty five percent (25%) of the shares of the Series Seed Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Seven Peaks 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 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. As long as each of (a) Asia Ventures III L.P. and F-Prime Capital Partners Healthcare Fund IV LP (collectively, “Fidelity”) together with its Affiliates, (b) BC dcyto Limited (“3E-Bio”) together with its Affiliates (which shall include Bencao 3E Bioventures Limited provided that Bencao 3E Bioventures Limited holds any shares of the DLB Investor or any of Series B Preferred Stock), (c) Orbimed together with its Affiliates, and (d) LYFE Mount Hood Limited (“LYFE”) together with its Affiliates owns not less than twenty-five percent (25%) 1,000,000 shares of the Series B Preferred Shares it purchased under the Series B Share Purchase Agreement (Stock or an equivalent amount number of shares of Common Shares Stock issued upon conversion thereofthereof (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations), the Company shall invite a representative of the DLB Investor Fidelity, a representative of 3E-Bio, a representative of Orbimed and a representative of LYFE to attend all regular meetings of the Company’s board its Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives copies of all notices, minutes, consents, and other materials that it provides to its advisors on directors at the same time and in the same manner as provided to such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case that such representatives shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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 the DLB Investor, the Broadline such Investor or their representatives are competitors of the Companyits representative is a Competitor.

Observer Rights. As long as the DLB Investor or any affiliates of its Affiliates owns Softbank own not less than twenty-five fifty percent (2550%) of the Series B Preferred Shares it purchased under shares of the Series B Share Purchase Agreement D Preferred it is purchasing on an even date herewith (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of the DLB Investor Softbank to attend all regular meetings of the Company’s board of advisors (the “Advisory Board”) in be an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Board; and as Observer As long as the Broadline Investor or any of its Affiliates funds affiliated with Sequoia Capital ("Sequoia") owns not less than twenty-five fifty percent (2550%) of the Series B Preferred Shares Broadline Investor purchased under shares of the Series B Share Purchase Agreement D Preferred it is purchasing on an even date herewith (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of Sequoia to be an Observer. As long as any funds affiliated with Technology Partners ("Technology Partners") owns not less than fifty percent (50%) of the Broadline Investor shares of the Series C Preferred Stock it purchased on December 18, 1997 (or an equivalent amount of Common Stock or Series C-1 Preferred Stock issued upon conversion thereof), the Company shall invite a representative of Technology Partners to be an Observer. For purposes of this Agreement, an Observer shall attend all regular meetings of the Company’s Advisory its Board of Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives be given copies of all notices, minutes, consents, and other materials that it the Company provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case such representatives that the Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that, in each case, that the Company reserves the right to withhold any information and to exclude such representatives the Observer from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Observer or a conflict of interestif Softbank, Sequoia or Technology Partners, or if the DLB Investor, the Broadline Investor or their representatives are competitors Observer is a direct competitor of the Company.

Observer Rights. (a) As long as the DLB Investor or any of its Affiliates owns Wellington Investors own, in the aggregate, not less than twenty-five percent (25%) of the Series B Preferred Shares it purchased under the Series B Share Purchase Agreement (or an equivalent amount 464,326 shares of Common Shares issued upon conversion thereofStock (subject to appropriate adjustment for all stock splits, stock dividends and reorganizations), the Company shall invite a representative of Wellington Management Company, LLP, on behalf of the DLB Investor Wellington Investors, to attend all regular meetings of the Company’s board its Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives representative copies of all notices, minutes, consents, and other materials that it provides to its advisors on directors at the same time and in the same manner as provided to such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case that such representatives 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, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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 the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is a competitor of the Company. (b) As long as the Insight Investors own, in the aggregate, not less than 1,020,916 shares of Common Stock (subject to appropriate adjustment for all stock splits, stock dividends and reorganizations), the Company shall invite a representative of Insight Venture Partners, on .behalf of the Insight Investors, 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 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 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. As For so long as the DLB Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares it purchased under the Series B Share Purchase Agreement (or Gxxxxx Xxxxxxx is an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the DLB Investor to attend all regular meetings employee of the Company’s board , Mx. Xxxxxxx shall be entitled to attend each meeting of advisors the Board in a nonvoting, observer capacity. For so long as they hold shares of Common Stock or Preferred Stock, each of Buffalo and Erie County Industrial Land Development Corporation (“BECILDC”), Rand Capital SBIC, L.P. (“Rand”), Access Technology Capital, LLC (“Access”) and Mitsui Incubase Corporation (“Mitsui”) shall be entitled to designate one (1) representative (the “Advisory BoardBECILDC Observer”, the “Rand Observer”, the “Access Observer” and the “Mitsui Observer”, respectively, and together with Mx. Xxxxxxx, the “Observers”) to attend each meeting of the Board in an a nonvoting, observer capacity and, capacity. The Company shall send to the Observers the notice of the time and place of such meeting in this respect, the same manner and at the same time as it shall give send such representatives notice to the Board. The Company shall also provide the Observers with copies of all materials that it provides reports, minutes and consents at the time and in the manner as they are provided to its advisors on such Advisory Board; the Board and the Observers shall have access to the same information as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) members of the Series B Preferred Shares Broadline Investor purchased under Board, provided that the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company Observers shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Board; provided, however, that, in each case such representatives shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so providedprovided to, or obtained by, him or her pursuant to this Section 4; and provided further, that, in each case, that the Company reserves the right to withhold any information and to exclude such representatives any or all of the Observers from any meeting or portion thereof if (i) access to such information or attendance at such meeting (A) could adversely affect the attorney-client privilege between the Company and its counsel or (B) would result in disclosure of trade secrets to any of the Observers or (ii) any of the Observers is a conflict of interest, or if the DLB Investor, the Broadline Investor or their representatives are competitors of direct competitor to the Company.

Observer Rights. As long as Atlas owns not less than fifty percent (50%) of the DLB Investor or any shares of Series Seed 3 Preferred Stock it holds as of the date hereof, the Company shall invite a representative of Atlas to attend all meetings of its Affiliates Board of Directors in a nonvoting observer capacity. As long as NEA owns not less than fifty percent (50%) of the shares of Series Seed 3 Preferred Stock it holds as of the date hereof, the Company shall invite a representative of NEA to attend all meetings of its Board of Directors in a nonvoting observer capacity. As long as MPH holds at least 50% of the shares of Series A Preferred Stock purchased by it under that certain Series A Preferred Stock Purchase Agreement, the Company shall invite a representative of MPH to attend all meetings of its Board of Directors in a nonvoting observer capacity. As long as Surveyor owns not less than twenty-five percent (25%) of the Series B Preferred Shares it purchased under shares of the Series B Share Purchase Agreement A Preferred Stock it holds as of the date hereof (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of the DLB Investor Surveyor to attend all regular meetings of the Company’s board Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in capacity. In this respect, the Company shall give such representatives copies of all notices, minutes, consents and other materials that it provides to its advisors on directors at the same time and in the same manner as provided to such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case that such representatives 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 provided, further, that, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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 the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is a Competitor of the Company.

Observer Rights. (a) As long as the DLB Investor or any of its Affiliates RA Capital owns not less than twenty-five percent (25%) 9,768,275 shares of the Series B Preferred Shares it purchased under the Series B Share Purchase Agreement Stock (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of the DLB Investor RA Capital to attend all regular meetings of the Company’s board Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives copies representative copies, at the same time, of all notices, minutes, consents, and other materials that it provides to its advisors on such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case that such representatives 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, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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 the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is a Competitor of the Company. (b) As long as Taiho owns not less than 7,613,246 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Taiho to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies, at the same time, 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 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 Xxxxx owns not less than 7,137,418 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Xxxxx to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies, at the same time, 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 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 Longwood owns not less than 6,185,763 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Longwood to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies, at the same time, 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 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. (e) As long as UPMC owns not less than 4,758,279 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of UPMC to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies, at the same time, 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 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. (f) As long as HBM Partners owns not less than 2,713,410 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of HBM Partners to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies, at the same time, 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 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. (a) As long as the DLB Investor or any of its Affiliates owns X. Xxxx Price Investors collectively own not less than twenty-five percent 400,510 shares of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock and/or Series H Preferred Stock (25%as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) of the Series B Preferred Shares it purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of the DLB Investor X. Xxxx Price to attend all regular meetings of the Company’s board its Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives representative copies of all notices, minutes, consents, and other materials that it provides to its advisors on directors at the same time and in the same manner as provided to such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case that such representatives 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, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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 the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is a Competitor of the Company. (b) The Company shall invite a representative of the Durable Capital Investor 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 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 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) The Company shall invite one representative of the Cascade Investor to attend (in person or telephonically) 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 material that the Company provides to the members of its Board at the same time and in the same manner as provided to such members (except when the representative is excluded from a meeting in order to preserve attorney-client privilege or when the representative’s presence would result in a conflict of interest, as set forth below); provided, however, that such representative shall agree to hold in confidence and trust all information so provided in accordance with Section 3.6(a) of this Agreement; and, provided further, that the representative may be excluded from access to any material or meeting or portion thereof if the Board determines upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege between the Company and its counsel, to avoid a conflict of interest between the lawful interests of the Company and/or any of its subsidiaries, on the one hand, and the representative, on the other hand, or to protect highly confidential proprietary information.

Observer Rights. (a) As long as the DLB Investor or any of its Affiliates Sequoia Capital owns not less than twenty-five one percent (251%) of the Series B outstanding shares of Preferred Shares it purchased under the Series B Share Purchase Agreement Stock (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of the DLB Investor Sequoia Capital to attend all regular meetings of the Company’s board its Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives representative copies of all notices, minutes, consents and other materials that it provides to its advisors on such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case that such representatives representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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 or a conflict of interest, to such representative or if the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is or is affiliated with a direct competitor of the Company. (b) As long as Lightspeed Venture Partners (“Lightspeed”) owns not less than one percent (1%) of the outstanding shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Lightspeed 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 representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. (c) As long as Harmony owns not less than one percent (1%) of the outstanding shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Harmony 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 representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. (d) As long as OrbiMed owns not less than one percent (1%) of the outstanding shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of OrbiMed 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 representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. (e) As long as Claremont Creek Ventures owns not less than one percent (1%) of the outstanding shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Claremont Creek 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; 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 Investor or its representative is or is affiliated with a direct competitor of the Company.

Observer Rights. (a) As long as the DLB Investor or any of its Affiliates owns Group, LP and Investor Growth Capital Limited (together, “IGC”) collectively own not less than twenty-five percent (25%) 500,000 shares of the Series B A Preferred Shares it purchased under the Series B Share Purchase Agreement Stock (or an equivalent amount of Common Shares Stock issued upon conversion thereof) (as adjusted for stock splits, stock dividends, recapitalizations or the like), the Company shall invite a representative of the DLB Investor IGC to attend all regular meetings of the Company’s board its Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives representative copies of all notices, minutes, consents and other materials that it provides to its advisors on such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case that such representatives representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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 or a conflict of interest, to such representative or if the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is or is affiliated with a direct competitor of the Company. (b) As long as Wachovia Capital Partners 2006, LLC (“WCP”) owns not less than 500,000 shares of Series B Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof) (as adjusted for stock splits, stock dividends, recapitalizations or the like), the Company shall invite a representative of WCP to attend all meetings of its Board of Directors in a non-voting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary matter 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 Investor or its representative is or is affiliated with a direct competitor of the Company.

Observer Rights. As long as the DLB Investor or any affiliates of its Affiliates owns Softbank own not less than twenty-five fifty percent (2550%) of the shares of the Series B D Preferred Shares it purchased under the Series B Share Purchase Agreement on September 4, 1998 (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of the DLB Investor Softbank to attend all regular meetings of the Company’s board of advisors (the “Advisory Board”) in be an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Board; and as Observer As long as the Broadline Investor or any of its Affiliates funds affiliated with Sequoia Capital ("Sequoia") owns not less than twenty-five fifty percent (2550%) of the Series B Preferred Shares Broadline Investor purchased under shares of the Series B Share Purchase Agreement D Preferred it purchased on September 4, 1998 (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of Sequoia to be an Observer. As long as any funds affiliated with Technology Partners ("Technology Partners") owns not less than fifty percent (50%) of the Broadline Investor shares of the Series C Preferred Stock it purchased on December 18, 1997 (or an equivalent amount of Common Stock or Series C-1 Preferred Stock issued upon conversion thereof), the Company shall invite a representative of Technology Partners to be an Observer. For purposes of this Agreement, an Observer shall attend all regular meetings of the Company’s Advisory its Board of Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives be given copies of all notices, minutes, consents, and other materials that it the Company provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case such representatives that the Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that, in each case, that the Company reserves the right to withhold any information and to exclude such representatives the Observer from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Observer or a conflict of interestif Softbank, Sequoia or Technology Partners, or if the DLB Investor, the Broadline Investor or their representatives are competitors Observer is a direct competitor of the Company.

Observer Rights. As For so long as the DLB Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares it purchased under the Series B Share Purchase Agreement (or Xxxxxx X. Xxxxxxx is an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the DLB Investor to attend all regular meetings employee of the Company’s board , Xx. Xxxxxxx shall be entitled to attend each meeting of advisors the Board in a nonvoting, observer capacity. For so long as they hold shares of Common Stock or Preferred Stock, each of Buffalo and Erie County Industrial Land Development Corporation (“BECILDC”), Rand Capital SBIC, L.P. (“Rand”), Access Technology Capital, LLC (“Access”) and Mitsui Incubase Corporation (“Mitsui”) shall be entitled to designate one (1) representative (the “Advisory BoardBECILDC Observer”, the “Rand Observer”, the “Access Observer” and the “Mitsui Observer”, respectively, and together with Xx. Xxxxxxx, the “Observers”) to attend each meeting of the Board in an a nonvoting, observer capacity and, capacity. The Company shall send to the Observers the notice of the time and place of such meeting in this respect, the same manner and at the same time as it shall give send such representatives notice to the Board. The Company shall also provide the Observers with copies of all materials that it provides reports, minutes and consents at the time and in the manner as they are provided to its advisors on such Advisory Board; the Board and the Observers shall have access to the same information as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) members of the Series B Preferred Shares Broadline Investor purchased under Board, provided that the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company Observers shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Board; provided, however, that, in each case such representatives shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so providedprovided to, or obtained by, him or her pursuant to this Section 4; and provided further, that, in each case, that the Company reserves the right to withhold any information and to exclude such representatives any or all of the Observers from any meeting or portion thereof if (i) access to such information or attendance at such meeting (A) could adversely affect the attorney-client privilege between the Company and its counsel or (B) would result in disclosure of trade secrets to any of the Observers or (ii) any of the Observers is a conflict of interest, or if the DLB Investor, the Broadline Investor or their representatives are competitors of direct competitor to the Company.

Observer Rights. (a) As long as the DLB Investor or any of its Affiliates Bay City Capital Fund V, L.P. owns not less than twenty-five percent (25%) % of the shares of the Series B C Preferred Shares Stock it purchased is purchasing under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares Stock issued upon conversion thereof), the Company shall invite a representative of the DLB Investor Bay City Capital Fund V, L.P. to attend all regular meetings of the Company’s board its Board of advisors (the “Advisory Board”) Directors in an a nonvoting observer capacity and, in this respect, shall give such representatives representative copies of all notices, minutes, consents, and other materials that it provides to its advisors on such Advisory Board; and as long as the Broadline Investor or any of its Affiliates owns not less than twenty-five percent (25%) of the Series B Preferred Shares Broadline Investor purchased under the Series B Share Purchase Agreement (or an equivalent amount of Common Shares issued upon conversion thereof), the Company shall invite a representative of the Broadline Investor to attend all regular meetings of the Company’s Advisory Board in an observer capacity and, in this respect, shall give such representatives copies of all materials that it provides to its advisors on such Advisory Boarddirectors; provided, however, that, in each case that such representatives 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, in each case, that the Company reserves the right to withhold any information and to exclude such representatives 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 the DLB Investor, the Broadline such Investor or their representatives are competitors its representative is a competitor of the Company. (b) As long as RA Capital Healthcare Fund, LP 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 RA Capital Healthcare Fund, LP 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 result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company.