Common use of Observer Rights Clause in Contracts

Observer Rights. (a) As long as the Group A Investors hold fifty percent (50%) of the shares of Series A Preferred Stock originally purchased by them (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), the Company shall invite a representative of Group A Investors (the “Group A Observer”) to attend all regularly scheduled 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 the Group A Observer’s Rights under this Section 2.5(a) shall be subject to the limitations of Section 2.5(d) hereof. (b) As long as the Group B Investors hold fifty percent (50%) of the shares of Series A Preferred Stock originally purchased by them (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), the Company shall invite a representative of Group B Investors, initially Xxxxxx Xxxxxxx (the “Group B Observer”), to attend all regularly scheduled 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 the Group B Observer’s Rights under this Section 2.5(b) shall be subject to the limitations of Section 2.5(d) hereof. (c) In the event that Xxxxx Xxxxxxxx is not a member of the Company’s Board of Directors, the Company shall invite Xxxxx Xxxxxxxx (the “Founder Observer”) to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity for as long as he remains an employee or consultant of the Company and holds at least fifty percent (50%) of the Common Stock held by him as of the date hereof (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). The Company will provide the Founder Observer with copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that the Founder Observer’s rights under this Section 2.5(c) shall be subject to the limitations of Section 2.5(d) hereof. (d) Notwithstanding anything herein to the contrary, the rights of each of the Group A Observer, the Group B Observer, and the Founder Observer shall each be subject to such observer agreeing to holding in confidence and trust all information so provided, except to the extent otherwise required by law and any other regulatory process to which the Group A Investors, the Group B Investors, or the Founder Observer is subject. Notwithstanding anything herein to the contrary, the Company reserves the right to withhold any information and to exclude any observer designated pursuant to this Section 2.5 from any meeting or portion thereof if such observer’s access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, result in disclosure of trade secrets or confidential information or result in a conflict of interest.

Observer Rights. (a) As long as the Group A Investors hold fifty percent Point Xxxxxx Venture Fund III, L.P., Point Xxxxxx Venture Fund III (Q.P.), L.P. and their affiliates (together, “Point Xxxxxx”) own at least 50%) % of the shares of Series A B-1 Preferred Stock originally purchased acquired by them Point Xxxxxx pursuant to the Purchase Agreement or an equivalent amount of Common Stock issued upon conversion thereof (as appropriately adjusted for any stock split, stock dividend, combination, combination or other recapitalization or reclassification effected after the date hereofrecapitalization), the Company shall invite a representative of Group A Investors (the “Group A Observer”) Point Xxxxxx to attend all regularly scheduled 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, 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 Group A Observer’s Rights under this Section 2.5(a) shall be subject 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 limitations attorney-client privilege between the Company and its counsel or would result in disclosure of Section 2.5(d) hereoftrade secrets to such representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. (b) As long as the Group B Investors hold fifty percent Coyote Ridge Partners LLC and its affiliates (“Coyote Ridge”) owns at least owns at least 50%) % of the shares of Series A B-1 Preferred Stock originally purchased acquired by them Coyote Ridge pursuant to the Purchase Agreement or an equivalent amount of Common Stock issued upon conversion thereof (as appropriately adjusted for any stock split, stock dividend, combination, combination or other recapitalization or reclassification effected after the date hereofrecapitalization), the Company shall invite a representative of Group B Investors, initially Xxxxxx Xxxxxxx (the “Group B Observer”), Coyote Ridge to attend all regularly scheduled 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, 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 the Group B Observer’s Rights under this Section 2.5(b) such representative shall be subject agree to the limitations of Section 2.5(d) hereof. (c) In the event that Xxxxx Xxxxxxxx is not a member of the Company’s Board of Directors, the Company shall invite Xxxxx Xxxxxxxx (the “Founder Observer”) to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity for as long as he remains an employee or consultant of the Company and holds at least fifty percent (50%) of the Common Stock held by him as of the date hereof (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). The Company will provide the Founder Observer with copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that the Founder Observer’s rights under this Section 2.5(c) shall be subject to the limitations of Section 2.5(d) hereof. (d) Notwithstanding anything herein to the contrary, the rights of each of the Group A Observer, the Group B Observer, and the Founder Observer shall each be subject to such observer agreeing to holding hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, except to the extent otherwise required by law and any other regulatory process to which the Group A Investorsprovided further, the Group B Investors, or the Founder Observer is subject. Notwithstanding anything herein to the contrary, that the Company reserves the right to withhold any information and to exclude any observer designated pursuant to this Section 2.5 such representative from any meeting or portion thereof if such observer’s access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, counsel or would result in disclosure of trade secrets to such representative or confidential if such Investor or its representative is or is affiliated with a direct competitor of the Company. (c) As long as ARBA Capital LLC and its affiliates (“ARBA”) owns at least 250,000 shares of Preferred Stock or an equivalent amount of Common Stock issued upon conversion thereof (as appropriately adjusted for any stock split, dividend, combination or other recapitalization), the Company shall invite a representative of ARBA to attend all meetings of its Board in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; 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 conflict direct competitor of interestthe Company.

Observer Rights. (a) As long as the Group A Investors hold fifty percent Institutional Venture Partners XV Executive Fund, L.P. and Institutional Venture Partners XV, L.P. (50%collectively with their Affiliates, “IVP”) own not less than 664,496 shares of the shares of Series A C Preferred Stock originally it purchased by them under the Series C Stock Purchase Agreement dated on or around June 16, 2017 (or an equivalent amount of Common Stock issued upon conversion thereof) (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), the Company shall invite a representative of Group A Investors (the “Group A Observer”) IVP to attend all regularly scheduled 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 Group A Observer’s Rights under this Section 2.5(a) shall be subject 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 limitations attorney-client privilege between the Company and its counsel or result in disclosure of Section 2.5(d) hereoftrade secrets or a conflict of interest. (b) As long as the Group B Investors hold fifty percent Jasmine Ventures Pte. Ltd (50%“GIC”) owns not less than 314,143 shares of the shares of Series A E Preferred Stock originally purchased by them (or an equivalent amount of Common Stock issued upon conversion thereof) (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), the Company shall invite a representative of Group B Investors, initially Xxxxxx Xxxxxxx (the “Group B Observer”), GIC to attend all regularly scheduled 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 the Group B Observer’s Rights under this Section 2.5(b) such representative shall be subject agree to the limitations of Section 2.5(d) hereof. (c) In the event that Xxxxx Xxxxxxxx is not a member of the Company’s Board of Directors, the Company shall invite Xxxxx Xxxxxxxx (the “Founder Observer”) to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity for as long as he remains an employee or consultant of the Company and holds at least fifty percent (50%) of the Common Stock held by him as of the date hereof (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). The Company will provide the Founder Observer with copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that the Founder Observer’s rights under this Section 2.5(c) shall be subject to the limitations of Section 2.5(d) hereof. (d) Notwithstanding anything herein to the contrary, the rights of each of the Group A Observer, the Group B Observer, and the Founder Observer shall each be subject to such observer agreeing to holding hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, except to the extent otherwise required by law and any other regulatory process to which the Group A Investors, the Group B Investors, or the Founder Observer is subject. Notwithstanding anything herein to the contrary, that the Company reserves the right to withhold any information and to exclude any observer designated pursuant to this Section 2.5 such representative from any meeting or portion thereof if such observer’s access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, counsel or result in disclosure of trade secrets or confidential information or result in a conflict of interest.

Observer Rights. (a) As long as the Group A X. Xxxx Price Investors collectively hold fifty percent (50%) at least 2,500,000 shares of Preferred Stock of the shares of Series A Preferred Stock originally purchased by them (as adjusted Company, which number is subject to appropriate adjustment for any all stock splitsplits, stock dividenddividends, combinationcombinations, or other recapitalization or reclassification effected after and the date hereof)like, the Company shall invite a representative of Group A Investors (the “Group A Observer”) X. Xxxx Price to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity andcapacity, 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 the Group A Observer’s Rights under this Section 2.5(a) all information so provided shall be subject to Section 3.5 below and the limitations X. Xxxx Price Investors shall be responsible for any breaches of Section 2.5(d) hereof3.5 by such representative with respect to such information; 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. (b) As long as the Group B Fidelity Investors collectively hold fifty percent (50%) at least 2,500,000 shares of Preferred Stock of the shares of Series A Preferred Stock originally purchased by them (as adjusted Company, which number is subject to appropriate adjustment for any all stock splitsplits, stock dividenddividends, combinationcombinations, or other recapitalization or reclassification effected after and the date hereof)like, the Company shall invite a representative of Group B Investors, initially Xxxxxx Xxxxxxx (the “Group B Observer”), Fidelity Investors to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity andcapacity, 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 the Group B Observer’s Rights under this Section 2.5(b) all information so provided shall be subject to Section 3.5 below and the limitations Fidelity Investors shall be responsible for any breaches of Section 2.5(d) hereof3.5 by such representative with respect to such information; 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. (c) In the event that Xxxxx Xxxxxxxx is not a member As long as Maveron Equity Partners V, L.P. (“Maveron”) holds at least 10,000,000 shares of Preferred Stock of the Company’s Board of Directors, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalization and the like, the Company shall invite Xxxxx Xxxxxxxx (the “Founder Observer”) a representative of Maveron to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity for as long as he remains an employee or consultant of the Company capacity, and holds at least fifty percent (50%) of the Common Stock held by him as of the date hereof (as adjusted for any stock splitin this respect, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). The Company will provide the Founder Observer with shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that the Founder Observer’s rights under this Section 2.5(c) such representative shall be subject agree to the limitations of Section 2.5(d) hereof. (d) Notwithstanding anything herein to the contrary, the rights of each of the Group A Observer, the Group B Observer, and the Founder Observer shall each be subject to such observer agreeing to holding hold in confidence and trust maintain the confidentiality with respect to all information so provided; and provided further, except to the extent otherwise required by law and any other regulatory process to which the Group A Investors, the Group B Investors, or the Founder Observer is subject. Notwithstanding anything herein to the contrary, that the Company reserves the right to withhold any information and to exclude any observer designated pursuant to this Section 2.5 such representative from any meeting or portion thereof if such observer’s access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, counsel or result in disclosure of trade secrets or confidential information or result in a conflict of interest. (d) As long as Tiger Global Private Investment Partners X, L.P. (“Tiger”) holds at least 2,500,000 shares of Preferred Stock of the Company, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalization and the like, the Company shall invite a representative of Tiger to attend all meetings of its Board of Directors and any and all committees of its Board of Directors (including any Executive Committee, as defined in the Company’s bylaws) 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 and/or committee members; provided, however, that such representative shall agree to hold in confidence and maintain the confidentiality 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. (e) As long as the Baillie Investors collectively hold at least 500,000 shares of Preferred Stock of the Company, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalization and the like, the Company shall invite a representative of the Baillie 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; provided, however, that all information so provided shall be subject to Section 3.5 below and the Baillie Investors shall be responsible for any breaches of Section 3.5 by such representative with respect to such information; 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. (f) As long as the Franklin Investors collectively hold at least 1,000,000 shares of Preferred Stock of the Company, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalization and the like, the Company shall invite a representative of the Franklin 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; provided, however, that all information so provided shall be subject to Section 3.5 below and the Franklin Investors shall be responsible for any breaches of Section 3.5 by such representative with respect to such information; 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. As long as (a) As long as the Group A Investors hold fifty percent (50%) of the a Major Series C Investor continues to own not less than 1,000,000 shares of Series A C Preferred Stock originally purchased by them or an equivalent amount of Common Stock issued upon conversion thereof or (b) Fidelity continues to own at least 1,000,000 shares of Series D Preferred Stock or an equivalent amount of Common Stock issued upon conversion thereof, in each case as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), the Company shall invite a representative of Group A Investors (the “Group A Observer”) such Major Series C Investor and/or Fidelity, as applicable, to attend all regularly scheduled meetings of its the Board of Directors (and any of its committees) in a nonvoting observer capacity and, in this respect, shall give such Investor and 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 the Group A Observer’s Rights under this Section 2.5(a) such representative shall be subject to the limitations of confidentiality terms set forth in Section 2.5(d) 3.5 hereof. (b) As long as the Group B Investors hold fifty percent (50%) of the shares of Series A Preferred Stock originally purchased by them (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), the Company shall invite a representative of Group B Investors, initially Xxxxxx Xxxxxxx (the “Group B Observer”), to attend all regularly scheduled 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, howeverfurther, that the Group B Observer’s Rights under this Section 2.5(b) shall be subject to the limitations of Section 2.5(d) hereof. (c) In the event that Xxxxx Xxxxxxxx is not a member of the Company’s Board of Directors, the Company shall invite Xxxxx Xxxxxxxx (the “Founder Observer”) to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity for as long as he remains an employee or consultant of the Company and holds at least fifty percent (50%) of the Common Stock held by him as of the date hereof (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). The Company will provide the Founder Observer with copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that the Founder Observer’s rights under this Section 2.5(c) shall be subject to the limitations of Section 2.5(d) hereof. (d) Notwithstanding anything herein to the contrary, the rights of each of the Group A Observer, the Group B Observer, and the Founder Observer shall each be subject to such observer agreeing to holding in confidence and trust all information so provided, except to the extent otherwise required by law and any other regulatory process to which the Group A Investors, the Group B Investors, or the Founder Observer is subject. Notwithstanding anything herein to the contrary, the Company reserves the right to withhold any information and to exclude any observer designated pursuant to this Section 2.5 such representative from any meeting or portion thereof if the Company reasonably determines that such observer’s access to such withholding of information or attendance at such meeting could adversely affect exclusion is reasonably necessary to preserve the attorney-client privilege between privilege, and except in the Company and its counselcase of an Investor that is an institutional financial investor, result in disclosure of to protect trade secrets or competitively-sensitive, confidential or proprietary information or result in other information which relates to a possible Deemed Liquidation Event, or joint venture, partnering or other strategic relationship or to avoid a conflict of interest, or if the Board of Directors reasonably determines that such representative (including its Affiliates) of the Major Series C Investor is an actual competitor of the Company. To the extent practicable, the Board of the Directors shall provide written notice to the representative as early as reasonably practicable prior to each Board meeting as to whether the Board of Directors anticipates excluding the representative from a portion or all of such Board meeting, which notice shall also specify the general basis upon which the Board of Directors has determined that such representative is expected to be excluded from the meeting.

Observer Rights. (a) As For so long as the Group A Investors hold fifty percent Marker Yext I, L.P. and Marker Yext I- A, L.P. (50%collectively, “Marker Yext”) continue to, collectively, own beneficially (on a fully diluted basis) at least 20% of the shares of Series A E Preferred Stock originally purchased (or Common Stock issued or issuable upon conversion of Series E Preferred Stock) owned by them (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after on the date hereof)of this Agreement, subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations, reclassifications and the Company shall invite a like, one representative of Group A Investors (the “Group A Observer”) Marker Yext, who shall initially be Richard Scanlon, shall be entitled to attend all regularly scheduled meetings of its the Board of Directors in a nonvoting observer capacity andcapacity. For so long as Insight continues to own beneficially (on a fully diluted basis) at least 20% of the shares of Registrable Securities owned by them as of September 10, 2015, subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations, reclassifications and the like, one representative of Insight, who shall initially be Deven Parekh, shall be entitled to attend all meetings of the Board of Directors in this respect, a nonvoting observer capacity. The Company shall give such representative representatives copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that the Group A Observer’s Rights under this Section 2.5(a) such representatives shall be subject agree to the limitations of Section 2.5(d) hereof. (b) As long as the Group B Investors hold fifty percent (50%) of the shares of Series A Preferred Stock originally purchased by them (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), the Company shall invite a representative of Group B Investors, initially Xxxxxx Xxxxxxx (the “Group B Observer”), to attend all regularly scheduled 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 the Group B Observer’s Rights under this Section 2.5(b) shall be subject to the limitations of Section 2.5(d) hereof. (c) In the event that Xxxxx Xxxxxxxx is not a member of the Company’s Board of Directors, the Company shall invite Xxxxx Xxxxxxxx (the “Founder Observer”) to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity for as long as he remains an employee or consultant of the Company and holds at least fifty percent (50%) of the Common Stock held by him as of the date hereof (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). The Company will provide the Founder Observer with copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that the Founder Observer’s rights under this Section 2.5(c) shall be subject to the limitations of Section 2.5(d) hereof. (d) Notwithstanding anything herein to the contrary, the rights of each of the Group A Observer, the Group B Observer, and the Founder Observer shall each be subject to such observer agreeing to holding in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, except that such representatives may be excluded from access to the extent otherwise required by law and any other regulatory process to which the Group A Investors, the Group B Investors, material or the Founder Observer is subject. Notwithstanding anything herein to the contrary, the Company reserves the right to withhold any information and to exclude any observer designated pursuant to this Section 2.5 from any meeting or portion thereof if the Board of Directors determines in good faith that such observer’s access exclusion is reasonably necessary to such information or attendance at such meeting could adversely affect preserve the attorney-client privilege between the Company and its counselprivilege, result in disclosure of trade secrets to protect highly confidential proprietary information, or confidential information or result in a conflict of interestfor other similar reasons.”

Observer Rights. (a) As long as the Group A Investors hold fifty percent Aisling Capital IV, LP (50%“Aisling”) of the shares of Series A Preferred Stock originally purchased by them (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof)is a Major Investor, the Company shall invite a representative of Group A Investors (the “Group A Observer”) Aisling to attend all regularly scheduled meetings of its the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Group A Observer’s Rights under this Section 2.5(a) shall be subject 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 limitations attorney-client privilege between the Company and its counsel or result in disclosure of Section 2.5(d) hereoftrade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. (b) As long as the Group B Investors hold fifty percent Vertex Global HC Fund II Pte. Ltd. (50%“Vertex”) of the shares of Series A Preferred Stock originally purchased by them (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof)is a Major Investor, the Company shall invite a representative of Group B Investors, initially Xxxxxx Xxxxxxx (the “Group B Observer”), Vertex to attend all regularly scheduled meetings of its the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that the Group B Observer’s Rights under this Section 2.5(b) such representative shall be subject agree to the limitations of Section 2.5(d) hereof. (c) In the event that Xxxxx Xxxxxxxx is not a member of the Company’s Board of Directors, the Company shall invite Xxxxx Xxxxxxxx (the “Founder Observer”) to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity for as long as he remains an employee or consultant of the Company and holds at least fifty percent (50%) of the Common Stock held by him as of the date hereof (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). The Company will provide the Founder Observer with copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that the Founder Observer’s rights under this Section 2.5(c) shall be subject to the limitations of Section 2.5(d) hereof. (d) Notwithstanding anything herein to the contrary, the rights of each of the Group A Observer, the Group B Observer, and the Founder Observer shall each be subject to such observer agreeing to holding hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, except to the extent otherwise required by law and any other regulatory process to which the Group A Investors, the Group B Investors, or the Founder Observer is subject. Notwithstanding anything herein to the contrary, that the Company reserves the right to withhold any information and to exclude any observer designated pursuant to this Section 2.5 such representative from any meeting or portion thereof if such observer’s access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, counsel or result in disclosure of trade secrets or confidential information or result in a conflict of interest, or if such Investor or its representative is a competitor of the Company. (c) As long as BVF Partners L.P. (“BVF”) is a Major Investor, the Company shall invite a representative of BVF 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 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. (d) As long as Qiming U.S. Healthcare Fund II, L.P. (“Qiming”) is a Major Investor, the Company shall invite a representative of Qiming 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 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. (e) As long as any Affiliate of Driehaus Capital Management LLC (“Driehaus”) is a Major Investor, the Company shall invite a representative of Driehaus 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 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. (f) As long as venBio is a Major Investor, 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 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. (g) As long as Boxer Capital, LLC (“Boxer”) is a Major Investor, the Company shall invite a representative of Boxer 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 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. If and for so long as (a) As long as the Group A Investors hold fifty percent SC Prosper Holdings LLC (50%along with any Affiliate thereof, collectively, “Sequoia”) of the holds at least 100,000 shares of Series A Preferred Stock originally purchased by them (as adjusted for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event with respect to such shares) or (b) Institutional Venture Partners XIV, L.P. (along with any Affiliate thereof, collectively, “IVP”) holds at least 100,000 shares of Preferred Stock (as adjusted for any stock dividend, combinationstock split, combination of shares, reorganization, recapitalization, reclassification or other recapitalization or reclassification effected after the date hereofsimilar event with respect to such shares), then Sequoia (if the condition set forth in subsection (a) is satisfied) and IVP (if the condition set forth in subsection (b) is satisfied) shall each be permitted to select a representative (a “Representative”). The Company shall invite each such Representative to attend, in a representative of Group A Investors (the “Group A Observer”) to attend nonvoting capacity, all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity Directors, including executive sessions and all committees of its Board of Directors, and, in this respect, shall give to each such representative Representative copies of all notices, minutes, consents, consents and other materials material that it provides to its directorsBoard of Directors; provided, however, that the Group A Observer’s Rights under this Section 2.5(a) shall be subject to the limitations of Section 2.5(d) hereof. (b) As long as the Group B Investors hold fifty percent (50%) of the shares of Series A Preferred Stock originally purchased by them (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), the Company shall invite a representative of Group B Investors, initially Xxxxxx Xxxxxxx (the “Group B Observer”), to attend all regularly scheduled 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 the Group B Observer’s Rights under this Section 2.5(b) shall be subject to the limitations of Section 2.5(d) hereof. (c) In the event that Xxxxx Xxxxxxxx is not a member of the Company’s Board of Directors, the Company shall invite Xxxxx Xxxxxxxx (the “Founder Observer”) to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity for as long as he remains an employee or consultant of the Company and holds at least fifty percent (50%) of the Common Stock held by him as of the date hereof (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). The Company will provide the Founder Observer with copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that the Founder Observer’s rights under this Section 2.5(c) shall be subject to the limitations of Section 2.5(d) hereof. (d) Notwithstanding anything herein to the contrary, the rights of each of the Group A Observer, the Group B Observer, and the Founder Observer shall each be subject to such observer agreeing to holding in confidence and trust all information so provided, except to the extent otherwise required by law and any other regulatory process to which the Group A Investors, the Group B Investors, or the Founder Observer is subject. Notwithstanding anything herein to the contrary, the Company reserves the right to withhold any information and to exclude any observer designated pursuant Representative from access to this Section 2.5 from any material or meeting or portion thereof if the Company believes upon advice of counsel that such observer’s access exclusion is reasonably necessary to such information or attendance at such meeting could adversely affect preserve the attorney-client privilege between or to protect trade secrets of the Company. Each Representative acknowledges that the information received by it pursuant to this Agreement may be confidential and for the Representative’s use only, and it shall not use such confidential information in violation of the Exchange Act or reproduce, disclose or disseminate such information to any other person (other than employees having a need to know the contents of such information, and its attorneys), except in connection with the exercise of rights under this Agreement, unless the Company and its counselhas made such information available to the public generally or such Holder is required to disclose such information by a governmental authority. All notices provided to any Representative shall be sent to Sequoia’s or IVP’s address, result in disclosure of trade secrets or confidential information or result in a conflict of interestas applicable, as provided to the Company.

Observer Rights. (a) As long as 5.4.1 Subject to Section 2.3, until the Group A Investors hold fifty percent (50%) closing of the Company’s next bona fide equity financing, unless (i) following such closing QED Investors owns at least 5% of the total number of shares of Series A Preferred Stock originally purchased by them outstanding capital stock of the Company (as adjusted calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof)continuance of the rights set forth in this Section 5.4.1, the Company shall invite a representative of Group A QED Investors (the “Group A Observer”) to attend all regularly scheduled meetings of its the Board of Directors and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that the Group A Observer’s Rights under this Section 2.5(a) such representative shall be subject execute a Non-Disclosure Agreement in a form reasonably acceptable to the limitations Company; and provided, further, that the Company reserves the right to withhold any information and to exclude any such portion thereof if the Board determines in good faith, upon advice of Section 2.5(d) hereofcounsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or to protect highly confidential proprietary information. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) As long as Generation is no longer entitled to designate the Group B Investors hold fifty percent (50%) of the shares of Series A Preferred Stock originally purchased by them (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof)E Designee, the Company shall invite a representative of Group B Investors, initially Xxxxxx Xxxxxxx (the “Group B Observer”), Generation to attend all regularly scheduled meetings of its the Board of Directors and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that the Group B Observer’s Rights under this Section 2.5(b) such representative shall be subject execute a Non-Disclosure Agreement in a form reasonably acceptable to the limitations of Section 2.5(d) hereof. (c) In the event that Xxxxx Xxxxxxxx is not a member of the Company’s Board of Directors, the Company shall invite Xxxxx Xxxxxxxx (the “Founder Observer”) to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity for as long as he remains an employee or consultant of the Company ; and holds at least fifty percent (50%) of the Common Stock held by him as of the date hereof (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). The Company will provide the Founder Observer with copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, howeverfurther, that the Founder Observer’s rights under this Section 2.5(c) shall be subject to the limitations of Section 2.5(d) hereof. (d) Notwithstanding anything herein to the contrary, the rights of each of the Group A Observer, the Group B Observer, and the Founder Observer shall each be subject to such observer agreeing to holding in confidence and trust all information so provided, except to the extent otherwise required by law and any other regulatory process to which the Group A Investors, the Group B Investors, or the Founder Observer is subject. Notwithstanding anything herein to the contrary, the Company reserves the right to withhold any information and to exclude any observer designated pursuant to this Section 2.5 from any meeting or such portion thereof if the Board determines in good faith, upon advice of counsel, that such observer’s access exclusion is reasonably necessary to such information or attendance at such meeting could adversely affect preserve the attorney-client privilege between the Company and its counsel, result in disclosure of trade secrets or to protect highly confidential information or result in a conflict of interestproprietary information.

Observer Rights. (a) As long as In the Group A Investors hold fifty percent event Iconiq Capital Management, LLC (50%) “Iconiq”), together with its Affiliates, no longer holds, beneficially or of record, at least 65% of the shares of Series A Preferred Stock originally purchased the Company’s capital stock held by them (Iconiq, together with its Affiliates, as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after of the date hereof), then the Company shall invite will permit a representative of Group A Investors Iconiq (such representative of Iconiq, the “Group A Iconiq Observer”) to attend all regularly scheduled meetings, including executive sessions thereof, of the Board and all committees thereof (whether in person, telephonic or other) in a non-voting, observer capacity and shall provide to Iconiq, concurrently with the members of the Board, and in the same manner, notice of such meeting and a copy of all materials provided to such members. A majority of the Board may request that the Iconiq Observer, if any, recuse himself or herself from portions of meetings of its the Board or omit to provide the Iconiq Observer, if any, with certain information if such members of Directors the Board believe in a nonvoting observer capacity andgood faith, based on advice of Company counsel, that such recusal or omission is necessary in this respect, shall give such representative copies order to (i) preserve the Company’s attorney-client privilege or (ii) fulfill the Company’s obligations with respect to confidential or proprietary information of all notices, minutes, consents, and other materials that it provides to its directorsthird parties; provided, however, that the Group A Iconiq Observer’s Rights under this Section 2.5(a) , if any, shall not be subject to the limitations so excluded unless all other persons whose receipt of Section 2.5(d) hereofsuch materials or presence at a meeting would result in a violation of such third party confidentiality obligations are also excluded. (b) As For so long as the Group B Investors hold fifty percent Xxxxxxxx Investments Pte. Ltd. (50%) “Temasek”), together with its Affiliates, holds, beneficially or of record, at least 4,500,000 shares of the shares of Series A Preferred Stock originally purchased by them Company’s capital stock (as adjusted subject to appropriate adjustment for any stock splitsplits, stock dividenddividends, combinationcombinations, or and other recapitalization or reclassification effected after the date hereofrecapitalizations), then the Company shall invite will permit a representative of Group B InvestorsTemasek (such representative of Temasek, initially Xxxxxx Xxxxxxx (the “Group B Temasek Observer”), ) to attend all regularly scheduled meetings, including executive sessions thereof, of the Board and all committees thereof (whether in person, telephonic or other) in a non-voting, observer capacity and shall provide to Temasek, concurrently with the members of the Board, and in the same manner, notice of such meeting and a copy of all materials provided to such members. A majority of the Board may request that the Temasek Observer, if any, recuse himself or herself from portions of meetings of its the Board or omit to provide the Temasek Observer, if any, with certain information if such members of Directors the Board believe in good faith, based on advice of Company counsel, that such recusal or omission is necessary in order to (i) preserve the Company’s attorney-client privilege or (ii) fulfill the Company’s obligations with respect to confidential or proprietary information of third parties or to prevent a nonvoting observer capacity and, in this respect, shall give such representative copies conflict of all notices, minutes, consents, and other materials that it provides to its directorsinterest; provided, however, that the Group B Observer’s Rights under this Section 2.5(b) shall be subject to the limitations of Section 2.5(d) hereof. (c) In the event that Xxxxx Xxxxxxxx is not a member of the Company’s Board of Directors, the Company shall invite Xxxxx Xxxxxxxx (the “Founder Observer”) to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity for as long as he remains an employee or consultant of the Company and holds at least fifty percent (50%) of the Common Stock held by him as of the date hereof (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). The Company will provide the Founder Observer with copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that the Founder Observer’s rights under this Section 2.5(c) shall be subject to the limitations of Section 2.5(d) hereof. (d) Notwithstanding anything herein to the contrary, the rights of each of the Group A Temasek Observer, the Group B Observerif any, and the Founder Observer shall each not be subject to so excluded unless all other persons whose receipt of such observer agreeing to holding in confidence and trust all information so provided, except to the extent otherwise required by law and any other regulatory process to which the Group A Investors, the Group B Investors, materials or the Founder Observer is subject. Notwithstanding anything herein to the contrary, the Company reserves the right to withhold any information and to exclude any observer designated pursuant to this Section 2.5 from any presence at a meeting or portion thereof if such observer’s access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, result in disclosure of trade secrets or confidential information or would result in a violation of such third party confidentiality obligations or a conflict of interestinterest are also excluded.

Observer Rights. (a) As For so long as the Group A Investors hold fifty percent (50%) Taiho continues to own at least 25% of the shares of Series A B Preferred Stock originally purchased by them Taiho or shares of Common Stock issued upon conversion of the Series B Preferred Stock (as in each case, adjusted for any stock splitsplits, stock dividenddividends, combination, or other recapitalization or reclassification effected after recapitalizations and the date hereoflike), the Company shall invite a representative of Group A Investors (the “Group A Observer”) Taiho to attend all regularly scheduled meetings of its the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors at the same time and in the same manner as it provides them to its directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and, provided further, that the Group A Observer’s Rights under this Section 2.5(aCompany reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if the Board reasonably believes that such witholding of information or exclusion is necessary, upon advice of counsel: (i) shall be subject to preserve the limitations attorney-client privilege, (ii) to protect the characterization of Section 2.5(dinformation as a valid trade secret or (iii) hereofto avoid a potential conflict of interest. (b) As For so long as the Group B Investors hold fifty percent (50%) OrbiMed continues to own at least 25% of the shares of Series A C Preferred Stock originally purchased by them OrbiMed under the Purchase Agreement or shares of Common Stock issued upon conversion of the Series C Preferred Stock (as in each case, adjusted for any stock splitsplits, stock dividenddividends, combination, or other recapitalization or reclassification effected after recapitalizations and the date hereoflike), the Company shall invite a representative of Group B Investors, initially Xxxxxx Xxxxxxx (the “Group B Observer”), OrbiMed to attend all regularly scheduled meetings of its the Board of Directors and any committee thereof in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors at the same time and in the same manner as it provides them to its directors; provided, however, that the Group B Observer’s Rights under this Section 2.5(b) such representative shall be subject agree to the limitations of Section 2.5(d) hereof. (c) In the event that Xxxxx Xxxxxxxx is not a member of the Company’s Board of Directors, the Company shall invite Xxxxx Xxxxxxxx (the “Founder Observer”) to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity for as long as he remains an employee or consultant of the Company and holds at least fifty percent (50%) of the Common Stock held by him as of the date hereof (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). The Company will provide the Founder Observer with copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that the Founder Observer’s rights under this Section 2.5(c) shall be subject to the limitations of Section 2.5(d) hereof. (d) Notwithstanding anything herein to the contrary, the rights of each of the Group A Observer, the Group B Observer, and the Founder Observer shall each be subject to such observer agreeing to holding hold in confidence and trust all information so provided; and, except to the extent otherwise required by law and any other regulatory process to which the Group A Investorsprovided further, the Group B Investors, or the Founder Observer is subject. Notwithstanding anything herein to the contrary, that the Company reserves the right to withhold any information and to exclude any observer designated pursuant to this Section 2.5 such representative from any meeting or portion thereof if the Board reasonably believes that such observer’s access to such witholding of information or attendance at such meeting could adversely affect exclusion is necessary, upon advice of counsel: (i) to preserve the attorney-client privilege between privilege, (ii) to protect the Company and its counsel, result in disclosure characterization of information as a valid trade secrets secret or confidential information or result in (iii) to avoid a potential conflict of interest.

Observer Rights. (a) As long as the Group A Investors Until August 10, 2010, provided Essex or its affiliate continues to hold fifty percent (50%) of the shares of Series A Preferred Stock originally purchased by them (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof)D Preferred, the Company shall invite a representative of Group A Investors (the “Group A Observer”) allow one individual designated by Essex or its affiliate to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity (the “Essex Representative”), and, in this respectconnection therewith, shall give such representative the Essex Representative copies of all notices, minutes, consents, 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. The Essex Representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all such materials and all information it obtains at each such meeting and the Company reserves the right to withhold any materials and information and to exclude the Essex Representative from any meeting or portion thereof if the Company or the Board believes that such withholding or exclusion is reasonably necessary (i) to preserve the attorney-client privilege, however(ii) to protect highly confidential and proprietary information, that (iii) to preserve any fiduciary obligations of the Group A Observer’s Rights under Board, (iv) to prevent any conflict of interest, (v) to protect information regarding potential or actual strategic investments or partnerships with a commercial entity or (vi) for other similar reasons. The Company shall not be required to comply with the provisions of this Section 2.5(a3.12(a) shall be subject to if Essex or the limitations Essex Representative becomes a holder of Section 2.5(dmore than five percent (5%) hereofof the outstanding securities of a competitor of the Company or if the Essex Representative becomes an officer, employee or director of a competitor of the Company. (b) As long as the Group B Investors OrbiMed or its affiliate continues to hold fifty percent (50%) of the shares of Series A Preferred Stock originally purchased by them (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), the Company shall invite a representative of Group B Investors, initially Xxxxxx Xxxxxxx (the “Group B Observer”), to attend all regularly scheduled 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 the Group B Observer’s Rights under this Section 2.5(b) shall be subject to the limitations of Section 2.5(d) hereof. (c) In the event that Xxxxx Xxxxxxxx is not a member of the Company’s Board of Directors, the Company shall invite Xxxxx Xxxxxxxx (the “Founder Observer”) to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity for as long as he remains an employee or consultant of the Company and holds at least fifty percent (50%) of the Common Stock held Series D Preferred issued by him as the Company to OrbiMed pursuant to the Series D Agreement, the Company shall allow one individual designated by OrbiMed or its affiliate to attend all meetings of its Board in a nonvoting observer capacity (the date hereof (as adjusted for any stock split“OrbiMed Representative”), stock dividendand, combinationin connection therewith, or other recapitalization or reclassification effected after shall give the date hereof). The Company will provide the Founder Observer with OrbiMed Representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors; provided, however, that directors at the Founder Observer’s rights under this Section 2.5(c) shall be subject to same time and in the limitations of Section 2.5(d) hereof. (d) Notwithstanding anything herein to the contrary, the rights of each of the Group A Observer, the Group B Observer, and the Founder Observer shall each be subject same manner as provided to such observer agreeing directors. The OrbiMed Representative shall agree to holding hold in confidence and trust and to act in a fiduciary manner with respect to all such materials and all information so provided, except to the extent otherwise required by law it obtains at each such meeting and any other regulatory process to which the Group A Investors, the Group B Investors, or the Founder Observer is subject. Notwithstanding anything herein to the contrary, the Company reserves the right to withhold any materials and information and to exclude any observer designated pursuant to this Section 2.5 the OrbiMed Representative from any meeting or portion thereof if the Company or the Board believes that such observer’s access withholding or exclusion is reasonably necessary (i) to such information or attendance at such meeting could adversely affect preserve the attorney-client privilege between privilege, (ii) to protect highly confidential and proprietary information, (iii) to preserve any fiduciary obligations of the Company and its counselBoard, result in disclosure of trade secrets or confidential information or result in a (iv) to prevent any conflict of interest, (v) to protect information regarding potential or actual strategic investments or partnerships with a commercial entity or (vi) for other similar reasons. The Company shall not be required to comply with the provisions of this Section 3.12(b) if OrbiMed or the OrbiMed Representative becomes a holder of more than five percent (5%) of the outstanding securities of a competitor of the Company or if the OrbiMed Representative becomes an officer, employee or director of a competitor of the Company. (c) As long as Highland continues to hold at least fifty percent (50%) of the Series C Preferred held by Highland at the Closing (as defined in the Series D Agreement), the Company shall allow one individual designated by Highland to attend all meetings of its Board in a nonvoting observer capacity (the “Highland Representative”), and, in connection therewith, shall give the Highland 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. The Highland Representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all such materials and all information it obtains at each such meeting and the Company reserves the right to withhold any materials and information and to exclude the Highland Representative from any meeting or portion thereof if the Company or the Board believes that such withholding or exclusion is reasonably necessary (i) to preserve the attorney-client privilege, (ii) to protect highly confidential and proprietary information, (iii) to preserve any fiduciary obligations of the Board, (iv) to prevent any conflict of interest, (v) to protect information regarding potential or actual strategic investments or partnerships with a commercial entity or (vi) for other similar reasons. The Company shall not be required to comply with the provisions of this Section 3.12(c) if Highland or the Highland Representative becomes a holder of more than five percent (5%) of the outstanding securities of a competitor of the Company or if the Highland Representative becomes an officer, employee or director of a competitor of the Company.

Observer Rights. If and for so long as (a) As long as the Group A Investors hold fifty percent [***] (50%along with any Affiliate thereof, collectively, “Sequoia”) of the holds at least 100,000 shares of Series A Preferred Stock originally purchased by them (as adjusted for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event with respect to such shares) or (b) [***] (along with any Affiliate thereof, collectively, “IVP”) holds at least 100,000 shares of Preferred Stock (as adjusted for any stock dividend, combinationstock split, combination of shares, reorganization, recapitalization, reclassification or other recapitalization or reclassification effected after the date hereofsimilar event with respect to such shares), then Sequoia (if the condition set forth in subsection (a) is satisfied) and IVP (if the condition set forth in subsection (b) is satisfied) shall each be permitted to select a representative (a “Representative”). The Company shall invite each such Representative to attend, in a representative of Group A Investors (the “Group A Observer”) to attend nonvoting capacity, all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity Directors, including executive sessions and all committees of its Board of Directors, and, in this respect, shall give to each such representative Representative copies of all notices, minutes, consents, consents and other materials material that it provides to its directorsBoard of Directors; provided, however, that the Group A Observer’s Rights under this Section 2.5(a) shall be subject to the limitations of Section 2.5(d) hereof. (b) As long as the Group B Investors hold fifty percent (50%) of the shares of Series A Preferred Stock originally purchased by them (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), the Company shall invite a representative of Group B Investors, initially Xxxxxx Xxxxxxx (the “Group B Observer”), to attend all regularly scheduled 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 the Group B Observer’s Rights under this Section 2.5(b) shall be subject to the limitations of Section 2.5(d) hereof. (c) In the event that Xxxxx Xxxxxxxx is not a member of the Company’s Board of Directors, the Company shall invite Xxxxx Xxxxxxxx (the “Founder Observer”) to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity for as long as he remains an employee or consultant of the Company and holds at least fifty percent (50%) of the Common Stock held by him as of the date hereof (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). The Company will provide the Founder Observer with copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that the Founder Observer’s rights under this Section 2.5(c) shall be subject to the limitations of Section 2.5(d) hereof. (d) Notwithstanding anything herein to the contrary, the rights of each of the Group A Observer, the Group B Observer, and the Founder Observer shall each be subject to such observer agreeing to holding in confidence and trust all information so provided, except to the extent otherwise required by law and any other regulatory process to which the Group A Investors, the Group B Investors, or the Founder Observer is subject. Notwithstanding anything herein to the contrary, the Company reserves the right to withhold any information and to exclude any observer designated pursuant Representative from access to this Section 2.5 from any material or meeting or portion thereof if the Company believes upon advice of counsel that such observer’s access exclusion is reasonably necessary to such information or attendance at such meeting could adversely affect preserve the attorney-client privilege between or to protect trade secrets of the Company. Each Representative acknowledges that the information received by it pursuant to this Agreement may be confidential and for the Representative’s use only, and it shall not use such confidential information in violation of the Exchange Act or reproduce, disclose or disseminate such information to any other person (other than employees having a need to know the contents of such information, and its attorneys), except in connection with the exercise of rights under this Agreement, unless the Company and its counselhas made such information available to the public generally or such Holder is required to disclose such information by a governmental authority. All notices provided to any Representative shall be sent to Sequoia’s or IVP’s address, result in disclosure of trade secrets or confidential information or result in a conflict of interestas applicable, as provided to the Company.

Observer Rights. (a) As long as the Group A Investors hold fifty percent Baidu (50%Hong Kong) Limited and/or its Affiliates (“Baidu”) owns at least twenty-five (25)% of the shares of Series A Preferred Stock originally (or an equivalent amount of Common Stock issued upon conversion thereof) purchased by them Baidu pursuant to that certain Preferred Stock Purchase Agreement, dated as of August 1, 2016, by and between the Company and the parties thereto (the “Series A Agreement”) (as adjusted for any stock splitsplits, stock dividenddividends, combinationcombinations, recapitalizations or other recapitalization or reclassification effected after the date hereoflike), the Company shall invite a representative of Group A Investors (the “Group A Observer”) Baidu, who shall initially be Xxxxx Pan, to attend all regularly scheduled 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, 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 the Group A Observer’s Rights under this Section 2.5(a) such representative shall be agree to hold all information so provided in confidence subject to the limitations confidentiality provision set forth in Section 3.6 of this Agreement. Notwithstanding the foregoing, the Board 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, upon the advice of the Company’s outside corporate counsel, (i) adversely affect the attorney client privilege between the Company and its counsel, or (ii) breach an obligation of confidentiality owed by the Company to a third party. Any observer shall be required to enter into a confidentiality agreement containing substantially similar terms as those set forth in Section 2.5(d) hereof3.6 of this Agreement with the Company prior to the exercise of the rights contained in this Section 3.3(a). (b) As long as the Group B Investors hold fifty percent Ford Motor Company and its Affiliates (50%“Ford”) owns at least twenty-five (25)% of the shares of Series A Preferred Stock originally (or an equivalent amount of Common Stock issued upon conversion thereof) purchased by them Ford pursuant to the Series A Agreement (as adjusted for any stock splitsplits, stock dividenddividends, combinationcombinations, recapitalizations or other recapitalization or reclassification effected after the date hereoflike), the Company shall invite a representative of Group B InvestorsFord, who shall not be an employee or a consultant of or otherwise affiliated with any Investor Competitor (as defined below), who shall initially Xxxxxx Xxxxxxx (the “Group B Observer”)be Xxxx Xxxxx, to attend all regularly scheduled 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, 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 the Group B Observer’s Rights under this Section 2.5(b) such representative shall be agree to hold all information so provided in confidence subject to the limitations confidentiality provision set forth in Section 3.6 of Section 2.5(d) hereof. (c) In this Agreement. Notwithstanding the event that Xxxxx Xxxxxxxx is not a member of the Company’s Board of Directorsforegoing, the Company shall invite Xxxxx Xxxxxxxx (the “Founder Observer”) to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity for as long as he remains an employee or consultant of the Company and holds at least fifty percent (50%) of the Common Stock held by him as of the date hereof (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). The Company will provide the Founder Observer with copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that the Founder Observer’s rights under this Section 2.5(c) shall be subject to the limitations of Section 2.5(d) hereof. (d) Notwithstanding anything herein to the contrary, the rights of each of the Group A Observer, the Group B Observer, and the Founder Observer shall each be subject to such observer agreeing to holding in confidence and trust all information so provided, except to the extent otherwise required by law and any other regulatory process to which the Group A Investors, the Group B Investors, or the Founder Observer is subject. Notwithstanding anything herein to the contrary, the Company reserves the right to withhold any information and to exclude any observer designated pursuant to this Section 2.5 such representative from any meeting or portion thereof if such observer’s access to such information or attendance at such meeting could could, upon the advice of the Company’s outside corporate counsel, (i) adversely affect the attorney-attorney client privilege between the Company and its counsel, result or (ii) breach an obligation of confidentiality owed by the Company to a third party. Any observer shall be required to enter into a confidentiality agreement containing substantially similar terms as those set forth in disclosure Section 3.6 of trade secrets this Agreement with the Company prior to the exercise of the rights contained in this Section 3.3(b). (c) As long as Nikon Corporation and/or its Affiliates (“Nikon”) owns at least twenty-five (25)% of the shares of Series B Preferred Stock (or confidential an equivalent amount of Common Stock issued upon conversion thereof) purchased by Nikon pursuant to the Prior Series B Purchase Agreement (as adjusted for stock splits, stock dividends, combinations, recapitalizations or the like), the Company shall invite a representative of Nikon, who shall not be an employee or a consultant of or otherwise affiliated with any Investor Competitor (as defined below), and who shall initially not be designated, to attend all meetings of its Board in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold all information so provided in confidence subject to the confidentiality provision set forth in Section 3.6 of this Agreement. Notwithstanding the foregoing, the Board reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or result attendance at such meeting could, upon the advice of the Company’s outside corporate counsel, (i) adversely ​ ​ affect the attorney client privilege between the Company and its counsel, or (ii) breach an obligation of confidentiality owed by the Company to a third party. Any observer shall be required to enter into a confidentiality agreement containing substantially similar terms as those set forth in Section 3.6 of this Agreement with the Company prior to the exercise of the rights contained in this Section 3.3(c). (d) As long as Hyundai Mobis Co., Ltd. and/or its Affiliates (“Hyundai”) owns at least twenty-five (25)% of the shares of Series B-1 Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof) purchased by Hyundai pursuant to the Series B-1 Agreement (as adjusted for stock splits, stock dividends, combinations, recapitalizations or the like), the Company shall invite a representative of Hyundai, who shall not be an employee or a consultant of or otherwise affiliated with any Investor Competitor (as defined below), and who shall initially not be designated, to attend all meetings of its Board in a conflict nonvoting observer capacity and, in this respect, shall give such representative copies of interestall 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 all information so provided in confidence subject to the confidentiality provision set forth in Section 3.6 of this Agreement. Notwithstanding the foregoing, the Board 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, upon the advice of the Company’s outside corporate counsel, (i) adversely affect the attorney client privilege between the Company and its counsel, or (ii) breach an obligation of confidentiality owed by the Company to a third party. Any observer shall be required to enter into a confidentiality agreement containing substantially similar terms as those set forth in Section 3.6 of this Agreement with the Company prior to the exercise of the rights contained in this Section 3.3(d).

Observer Rights. (a) As long as the Group A Investors hold fifty percent DAG Ventures V, L.P. and/or DAG Ventures V-QP, L.P. (50%collectively “DAG Ventures”) of the own at least 2,500,000 shares of Series A Preferred Stock originally purchased by them (as appropriately adjusted for any stock split, stock dividend, combination, combination or other recapitalization recapitalization) of Series A Preferred Stock (or reclassification effected after the date hereofan equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Group A Investors (the “Group A Observer”) DAG Ventures to attend all regularly scheduled 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, 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 Group A Observer’s Rights under 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 (a) could adversely affect the attorney-client privilege between the Company and its counsel, (b) would result in disclosure of trade secrets to such representative, or (c) if such Investor or its representative is or is affiliated with a direct competitor of the Company. Any observer shall be required to enter into a confidentiality agreement containing substantially similar terms as those set forth in Section 3.10 of this Agreement with the Company prior to the exercise of the rights contained in this Section 2.5(a) shall be subject to the limitations of Section 2.5(d) hereof3.6(a). (b) As long as the Group B Investors hold fifty percent Nanodimension II Limited Partnership and its Affiliates (50%collectively, “NanoDimension”) of the own at least 1,500,000 shares of Series A Preferred Stock originally purchased by them (as appropriately adjusted for any stock split, stock dividend, combination, combination or other recapitalization recapitalization) of Series B Preferred Stock (or reclassification effected after the date hereofan equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Group B Investors, initially Xxxxxx Xxxxxxx (the “Group B Observer”), NanoDimension to attend all regularly scheduled meetings of its Board of Directors or any committee thereof in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors, including the members of any committees of the Board; provided, however, that the Group B Observer’s Rights under this Section 2.5(b) such representative shall be subject agree to the limitations of Section 2.5(d) hereof. (c) In the event that Xxxxx Xxxxxxxx is not a member of the Company’s Board of Directors, the Company shall invite Xxxxx Xxxxxxxx (the “Founder Observer”) to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity for as long as he remains an employee or consultant of the Company and holds at least fifty percent (50%) of the Common Stock held by him as of the date hereof (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). The Company will provide the Founder Observer with copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that the Founder Observer’s rights under this Section 2.5(c) shall be subject to the limitations of Section 2.5(d) hereof. (d) Notwithstanding anything herein to the contrary, the rights of each of the Group A Observer, the Group B Observer, and the Founder Observer shall each be subject to such observer agreeing to holding hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, except to the extent otherwise required by law and any other regulatory process to which the Group A Investorsprovided further, the Group B Investors, or the Founder Observer is subject. Notwithstanding anything herein to the contrary, that the Company reserves the right to withhold any information and to exclude any observer designated pursuant to this Section 2.5 such representative from any meeting or portion thereof if such observer’s access to such information or attendance at such meeting (a) could adversely affect the attorney-client privilege between the Company and its counsel, (b) would result in disclosure of trade secrets to such representative, or confidential (c) if such Investor or its representative is or is affiliated with a direct competitor of the Company. Any observer shall be required to enter into a confidentiality agreement containing substantially similar terms as those set forth in Section 3.10 of this Agreement with the Company prior to the exercise of the rights contained in this Section 3.6(b). (c) As long as GV 2016, L.P. and its Affiliates (collectively, “GV”) own at least 1,500,000 shares (appropriately adjusted for any stock split, dividend, combination or other recapitalization) of Series C-1 Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of GV to attend all meetings of its Board or any committee thereof in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors, including the members of any committees of the Board; 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 (a) could adversely affect the attorney-client privilege between the Company and its counsel, (b) would result in disclosure of trade secrets to such representative, or (c) if such Investor or its representative is or is affiliated with a conflict direct competitor of interestthe Company; and, provided further, that the rights contained in this Section 3.6(c) shall be terminable at the option of the Company at any time. Any observer shall be required to enter into a confidentiality agreement containing substantially similar terms as those set forth in Section 3.10 of this Agreement with the Company prior to the exercise of the rights contained in this Section 3.6(c). (d) As long as Industrial Investors Group Limited and its Affiliates (collectively, “Industrial Investors”) own at least 1,500,000 shares (appropriately adjusted for any stock split, dividend, combination or other recapitalization) of Series C-1 Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Industrial Investors to attend all meetings of its Board or any committee thereof in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors, including the members of any committees of the Board; 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 (a) could adversely affect the attorney-client privilege between the Company and its counsel, (b) would result in disclosure of trade secrets to such representative, or (c) if such Investor or its representative is or is affiliated with a direct competitor of the Company. Any observer shall be required to enter into a confidentiality agreement containing substantially similar terms as those set forth in Section 3.10 of this Agreement with the Company prior to the exercise of the rights contained in this Section 3.6(d). (e) As long as Qiming U.S. Healthcare Fund, L.P. and its Affiliates (collectively, “Qiming”) own at least 1,500,000 shares (appropriately adjusted for any stock split, dividend, combination or other recapitalization) of Series C-1 Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Qiming to attend all meetings of its Board or any committee thereof in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors, including the members of any committees of the Board; 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 (a) could adversely affect the attorney-client privilege between the Company and its counsel, (b) would result in disclosure of trade secrets to such representative, or (c) if such Investor or its representative is or is affiliated with a direct competitor of the Company. Any observer shall be required to enter into a confidentiality agreement containing substantially similar terms as those set forth in Section 3.10 of this Agreement with the Company prior to the exercise of the rights contained in this Section 3.6(e).

Observer Rights. (a) As long as the Group A Investors hold Gilead (and its Affiliates, collectively) owns not less than fifty percent (50%) of the shares of the Series A B Preferred Stock originally purchased by them it is purchasing under the Purchase Agreement (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereofan equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Group A Investors (the “Group A Observer”) Gilead to attend all regularly scheduled meetings of its 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 at the Group A ObserverCompany’s Rights under this Section 2.5(a) request, the Company and such representative shall be subject enter into a confidentiality agreement in customary form reasonably acceptable to Gilead; and provided further, that the limitations 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 Section 2.5(d) hereof. (b) trade secrets or a conflict of interest. As long as the Group B Investors hold Redmile owns not less than fifty percent (50%) of the shares of the Series A B Preferred Stock originally purchased by them it is purchasing under the Purchase Agreement (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereofan equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Group B Investors, initially Xxxxxx Xxxxxxx (the “Group B Observer”), Redmile to attend all regularly scheduled meetings of its 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 the Group B Observer’s Rights under this Section 2.5(b) such representative shall be subject agree to the limitations of Section 2.5(d) hereof. (c) In the event that Xxxxx Xxxxxxxx is not a member of the Company’s Board of Directors, the Company shall invite Xxxxx Xxxxxxxx (the “Founder Observer”) to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity for as long as he remains an employee or consultant of the Company and holds at least fifty percent (50%) of the Common Stock held by him as of the date hereof (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). The Company will provide the Founder Observer with copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that the Founder Observer’s rights under this Section 2.5(c) shall be subject to the limitations of Section 2.5(d) hereof. (d) Notwithstanding anything herein to the contrary, the rights of each of the Group A Observer, the Group B Observer, and the Founder Observer shall each be subject to such observer agreeing to holding hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, except to the extent otherwise required by law and any other regulatory process to which the Group A Investors, the Group B Investors, or the Founder Observer is subject. Notwithstanding anything herein to the contrary, that the Company reserves the right to withhold any information and to exclude any observer designated pursuant to this Section 2.5 such representative from any meeting or portion thereof if such observer’s access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, counsel or result in disclosure of competitive information, trade secrets or confidential information or result in a conflict of interest.

Observer Rights. (a) As long as the Group A Investors Until August 10, 2010, provided Essex or its affiliate continues to hold fifty percent (50%) of the shares of Series A Preferred Stock originally purchased by them (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof)Stock, the Company shall invite a representative of Group A Investors (the “Group A Observer”) allow one individual designated by Essex or its affiliate to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity (the “Essex Representative”), and, in this respectconnection therewith, shall give such representative the Essex Representative copies of all notices, minutes, consents, 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. The Essex Representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all such materials and all information it obtains at each such meeting and the Company reserves the right to withhold any materials and information and to exclude the Essex Representative from any meeting or portion thereof if the Company or the Board believes that such withholding or exclusion is reasonably necessary (i) to preserve the attorney-client privilege, however(ii) to protect highly confidential and proprietary information, that (iii) to preserve any fiduciary obligations of the Group A Observer’s Rights under Board, (iv) to prevent any conflict of interest, (v) to protect information regarding potential or actual strategic investments or partnerships with a commercial entity or (vi) for other similar reasons. The Company shall not be required to comply with the provisions of this Section 2.5(a3.11(a) shall be subject to if Essex or the limitations Essex Representative becomes a holder of Section 2.5(dmore than five percent (5%) hereofof the outstanding securities of a competitor of the Company or if the Essex Representative becomes an officer, employee or director of a competitor of the Company. (b) As long as the Group B Investors OrbiMed or its affiliate continues to hold fifty percent (50%) of the shares of Series A Preferred Stock originally purchased by them (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), the Company shall invite a representative of Group B Investors, initially Xxxxxx Xxxxxxx (the “Group B Observer”), to attend all regularly scheduled 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 the Group B Observer’s Rights under this Section 2.5(b) shall be subject to the limitations of Section 2.5(d) hereof. (c) In the event that Xxxxx Xxxxxxxx is not a member of the Company’s Board of Directors, the Company shall invite Xxxxx Xxxxxxxx (the “Founder Observer”) to attend all regularly scheduled meetings of its Board of Directors in a nonvoting observer capacity for as long as he remains an employee or consultant of the Company and holds at least fifty percent (50%) of the Common Series D Preferred Stock held issued by him the Company to OrbiMed pursuant to that certain Series D Preferred Stock Purchase Agreement, dated as of August 12, 2009, among the date hereof Company and the entities and individuals listed on Exhibit A thereto, as amended, the Company shall allow one individual designated by OrbiMed or its affiliate to attend all meetings of its Board in a nonvoting observer capacity (as adjusted for any stock splitthe “OrbiMed Representative”), stock dividendand, combinationin connection therewith, or other recapitalization or reclassification effected after shall give the date hereof). The Company will provide the Founder Observer with OrbiMed Representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors; provided, however, that directors at the Founder Observer’s rights under this Section 2.5(c) shall be subject to same time and in the limitations of Section 2.5(d) hereof. (d) Notwithstanding anything herein to the contrary, the rights of each of the Group A Observer, the Group B Observer, and the Founder Observer shall each be subject same manner as provided to such observer agreeing directors. The OrbiMed Representative shall agree to holding hold in confidence and trust and to act in a fiduciary manner with respect to all such materials and all information so provided, except to the extent otherwise required by law it obtains at each such meeting and any other regulatory process to which the Group A Investors, the Group B Investors, or the Founder Observer is subject. Notwithstanding anything herein to the contrary, the Company reserves the right to withhold any materials and information and to exclude any observer designated pursuant to this Section 2.5 the OrbiMed Representative from any meeting or portion thereof if the Company or the Board believes that such observer’s access withholding or exclusion is reasonably necessary (i) to such information or attendance at such meeting could adversely affect preserve the attorney-client privilege between privilege, (ii) to protect highly confidential and proprietary information, (iii) to preserve any fiduciary obligations of the Company and its counselBoard, result in disclosure of trade secrets or confidential information or result in a (iv) to prevent any conflict of interest, (v) to protect information regarding potential or actual strategic investments or partnerships with a commercial entity or (vi) for other similar reasons. The Company shall not be required to comply with the provisions of this Section 3.11(b) if OrbiMed or the OrbiMed Representative becomes a holder of more than five percent (5%) of the outstanding securities of a competitor of the Company or if the OrbiMed Representative becomes an officer, employee or director of a competitor of the Company. (c) As long as Highland continues to hold at least fifty percent (50%) of the Series C Preferred held by Highland at the Initial Closing (as defined in the Purchase Agreement), the Company shall allow one individual designated by Highland to attend all meetings of its Board in a nonvoting observer capacity (the “Highland Representative”), and, in connection therewith, shall give the Highland 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. The Highland Representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all such materials and all information it obtains at each such meeting and the Company reserves the right to withhold any materials and information and to exclude the Highland Representative from any meeting or portion thereof if the Company or the Board believes that such withholding or exclusion is reasonably necessary (i) to preserve the attorney-client privilege, (ii) to protect highly confidential and proprietary information, (iii) to preserve any fiduciary obligations of the Board, (iv) to prevent any conflict of interest, (v) to protect information regarding potential or actual strategic investments or partnerships with a commercial entity or (vi) for other similar reasons. The Company shall not be required to comply with the provisions of this Section 3.11(c) if Highland or the Highland Representative becomes a holder of more than five percent (5%) of the outstanding securities of a competitor of the Company or if the Highland Representative becomes an officer, employee or director of a competitor of the Company. (d) As long as Sands or its affiliates continues to hold at least fifty percent (50%) of the Series E Preferred Stock issued by the Company to Sands pursuant to the Purchase Agreement, the Company shall allow one individual designated by Sands or its affiliates to attend all meetings of its Board in a nonvoting observer capacity (the “Sands Representative”), and, in connection therewith, shall give the Sands 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. The Sands Representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all such materials and all information it obtains at each such meeting and the Company reserves the right to withhold any materials and information and to exclude the Sands Representative from any meeting or portion thereof if the Company or the Board believes that such withholding or exclusion is reasonably necessary (i) to preserve the attorney-client privilege, (ii) to protect highly confidential and proprietary information, (iii) to preserve any fiduciary obligations of the Board, (iv) to prevent any conflict of interest, (v) to protect information regarding potential or actual strategic investments or partnerships with a commercial entity or (vi) for other similar reasons. The Company shall not be required to comply with the provisions of this Section 3.11(d) if Sands or the Sands Representative becomes a holder of more than five percent (5%) of the outstanding securities of a competitor of the Company or if the Sands Representative becomes an officer, employee or director of a competitor of the Company.