Common use of Observer Rights Clause in Contracts

Observer Rights. As long as GPP – Connecture, LLC and its Affiliates (“GPP”) owns not less than 5,000,000 shares of Series B Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of GPP to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacity. As long as SSM Venture Partners II, L.P. and its Affiliates (“SSM”) owns not less than 2,500,000 shares of Series A Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of SSM to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacity. As long as Live Oak Equity Partners, L.P. and its Affiliates (“Live Oak”) owns not less than 2,500,000 shares of Series A Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of Live Oak to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacity. The Company shall give such representatives copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, 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. The Company shall reimburse the reasonable costs and expenses of each observer of GPP, SSM and Live Oak incurred in attending meetings of the Board (including any meeting of committees of the Board) and any other meetings or events attended on behalf of the Company at the Company’s request.

Observer Rights. As long as GPP – Connecture, LLC and its Affiliates (“GPP”) owns not less than 5,000,000 shares of Series B Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the The Company shall invite a representative of GPP each Investor with Observer Rights to attend all meetings of its Board (and any committee thereof) of Directors in a nonvoting observer capacity. As long as SSM Venture Partners II, L.P. and its Affiliates (“SSM”) owns not less than 2,500,000 shares of Series A Stock (or equivalent amount of Common Stock issued upon conversion thereofcapacity and, in each case subject to appropriate adjustment for stock splitsthis respect, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of SSM to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacity. As long as Live Oak Equity Partners, L.P. and its Affiliates (“Live Oak”) owns not less than 2,500,000 shares of Series A Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of Live Oak to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacity. The Company shall give such representatives each Investor with Observer Rights 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 each representative of an Investor with Observer Rights shall agree to hold in confidence and trust all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representative any or all representatives from any meeting or portion thereof if the Company believes in good faith, upon the advice of outside counsel to the Company, that access to such information or attendance at such meeting could adversely affect or portion thereof is reasonably necessary to preserve the attorney-client privilege between privilege. The representatives must be persons acceptable to a majority of the Board of Directors of the Company. “Investor with Observer Rights” means each of: (a) a designee of New Enterprise Associates 12, Limited Partnership (“NEA”), so long as NEA holds at least twenty-five percent (25%) of the aggregate number of shares of Preferred Stock acquired by it pursuant to the Series A Purchase Agreement dated as of May 29, 2008 by and among the Company and its counsel or result in disclosure the other parties named therein (the “Prior Purchase Agreement”) and the Series B Purchase Agreement (on an as-converted to Common Stock basis); (b) a designee of trade secrets or a conflict of interest. The Company shall reimburse the reasonable costs and expenses of each observer of GPPCMEA Ventures VII, SSM and Live Oak incurred in attending meetings L.P. (“CMEA”), so long as CMEA holds at least twenty-five percent (25%) of the Board aggregate number of shares of Preferred Stock acquired by it pursuant to the Prior Purchase Agreement and the Series B Purchase Agreement (including any meeting of committees on an as-converted to Common Stock basis); (c) Xxxxx Xxxxxxx (“Xxxxxxx”) so long as he holds at least twenty-five percent (25%) of the Boardaggregate number of shares of Preferred Stock acquired by him pursuant to the Prior Purchase Agreement and the Series B Purchase Agreement (on an as-converted to Common Stock basis); and (d) and any other meetings or events attended on behalf Xxxx Frechet (“Frechet”) so long as he holds at least twenty-five percent (25%) of the Company at aggregate number of shares of Preferred Stock acquired by him pursuant to the Company’s requestPrior Purchase Agreement and the Series B Purchase Agreement (on an as-converted to Common Stock basis).

Observer Rights. As Subject to the provisions of this Section 8.4, so long as GPP – Connecture, LLC and its Affiliates (“GPP”) owns not less than 5,000,000 Xxxxxxx X. Xxxxxx holds at least an aggregate of 2,054,678 shares of the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for any stock splitssplit, combinations, recapitalizations or reverse stock split and the like with respect to such shareslike), and does not he shall have a representative then serving on the Board, the Company shall invite a representative of GPP right to attend all meetings of its the Company's Board of Directors (and any other than Board committee thereofmeetings) in a nonvoting observer capacity, to receive notice of such meetings and to receive all minutes, consents and other materials, financial or otherwise, which the Company provides to its Board of Directors ("Observer Rights"). As Subject to the provisions of this Section 8.4, so long as SSM Venture Advantage Capital Missouri Partners I, L.P., Advantage Capital Missouri Partners II, L.P. and its their Affiliates (“SSM”) owns not less than 2,500,000 hold at least an aggregate of 940,875 shares of the Company's Series A B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for any stock splitssplit, combinationsreverse stock split and the like), recapitalizations or they shall have the like right to appoint a total of one representative who shall have Observer Rights. Subject to the provisions of this Section 8.4, so long as White Pines Limited Partnership I and Pacific Capital, L.P. hold at least an aggregate of 1,104,526 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. The Company may require as a condition precedent to granting Observer Rights under this Section 8.4 that each person proposing to attend any meeting of the Company's Board of Directors and each person to have access to any of the information provided by the Company to the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of SSM to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacity. As long as Live Oak Equity Partners, L.P. and its Affiliates (“Live Oak”) owns not less than 2,500,000 shares of Series A Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of Live Oak to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacityotherwise. The Company shall give such representatives 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 Company also reserves the right not to withhold any provide information and to exclude such representative persons having Observer Rights from any meeting or portion thereof (a) if access the Company believes upon advice of counsel and with reasonable notice to such information or the persons having Observer Rights that attendance at such meeting could by such persons would adversely affect the attorney-client privilege between or the Company and its counsel Board's fiduciary duties, or result in disclosure of trade secrets (b) to protect confidential or a conflict of interestcompetitively sensitive information. The Company Observer Rights set forth in this Section 8.4 shall reimburse terminate upon the reasonable costs and expenses closing of each observer a Qualifying Public Offering, unless terminated sooner pursuant to the terms of GPP, SSM and Live Oak incurred in attending meetings of the Board (including any meeting of committees of the Board) and any other meetings or events attended on behalf of the Company at the Company’s requestthis Section 8.4.

Observer Rights. As long as GPP – Connecture, Astellas Venture Management LLC and its Affiliates (“GPPAstellas”) owns not less than 5,000,000 fifty percent (50%) of the shares of Series B the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment as adjusted for stock splits, combinationsstock dividends, recapitalizations or recapitalization, reorganizations and the like with respect to such shareslike), and does not have a representative then serving on the Board, the Company shall invite a representative of GPP Astellas to attend all meetings of its the Board (and any committee thereof) of Directors in a nonvoting observer capacity. As long as SSM Venture Partners II, L.P. and its Affiliates Xxxxx Bio Ventures Limited Partnership (“SSMXxxxx”) owns not less than 2,500,000 fifty percent (50%) of the shares of Series A the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment as adjusted for stock splits, combinationsstock dividends, recapitalizations or recapitalization, reorganizations and the like with respect to such shareslike), and does not have a representative then serving on the Board, the Company shall invite a representative of SSM Xxxxx to attend all meetings of its the Board (and any committee thereof) of Directors in a nonvoting observer capacity. As long as Live Oak Equity Partners, L.P. and its Affiliates (“Live Oak”) Xxxxx owns not less than 2,500,000 fifty percent (50%) of the shares of Series A the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment as adjusted for stock splits, combinationsstock dividends, recapitalizations or recapitalization, reorganizations and the like with respect to such shareslike), and does not have a representative then serving on the Board, the Company shall invite a representative of Live Oak Xxxxx to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Perceptive owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Perceptive to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Citadel Multi-Strategy Equities Master Fund Ltd. and its Affiliates (“Surveyor”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Surveyor to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Celgene Switzerland LLC and Celgene Corporation (collectively, “Celgene”) own not less than fifty percent (50%) of the shares of the Preferred Stock they owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and any committee thereof) the like), the Company shall invite a representative of Celgene to attend all meetings of the Board of Directors in a nonvoting observer capacity. The Company Company, in this respect, shall give such representatives 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 its directors; provided, however, that such representatives shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative representatives from any meeting or portion thereof if access to such information or attendance at such meeting could would be reasonably likely to adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. The Company shall reimburse the reasonable costs and expenses of each observer of GPP, SSM and Live Oak incurred in attending meetings or if such Investor or its representatives is a competitor of the Board (including any meeting of committees of the Board) and any other meetings or events attended on behalf of the Company at the Company’s request.

Observer Rights. As long as GPP – Connecture, Astellas Venture Management LLC and its Affiliates (“GPPAstellas”) owns not less than 5,000,000 fifty percent (50%) of the shares of Series B the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment as adjusted for stock splits, combinationsstock dividends, recapitalizations or recapitalization, reorganizations and the like with respect to such shareslike), and does not have a representative then serving on the Board, the Company shall invite a representative of GPP Astellas to attend all meetings of its the Board (and any committee thereof) of Directors in a nonvoting observer capacity. As long as SSM Venture Partners II, L.P. and its Affiliates Xxxxx Bio Ventures Limited Partnership (“SSMXxxxx”) owns not less than 2,500,000 fifty percent (50%) of the shares of Series A the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment as adjusted for stock splits, combinationsstock dividends, recapitalizations or recapitalization, reorganizations and the like with respect to such shareslike), and does not have a representative then serving on the Board, the Company shall invite a representative of SSM Xxxxx to attend all meetings of its the Board (and any committee thereof) of Directors in a nonvoting observer capacity. As long as Live Oak Equity Partners, L.P. and its Affiliates (“Live Oak”) Xxxxx owns not less than 2,500,000 fifty percent (50%) of the shares of Series A the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment as adjusted for stock splits, combinationsstock dividends, recapitalizations or recapitalization, reorganizations and the like with respect to such shareslike), and does not have a representative then serving on the Board, the Company shall invite a representative of Live Oak Xxxxx to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Perceptive owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Perceptive to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Citadel Multi-Strategy Equities Master Fund Ltd. and its Affiliates (“Surveyor”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Surveyor to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Celgene Switzerland LLC and Celgene Corporation (collectively, “Celgene”) own not less than fifty percent (50%) of the shares of the Preferred Stock they own as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and any committee the like), the Company shall invite a representative of Celgene to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Fosun Industrial Co., Limited (“Fosun”) owns not less than 3,489,589 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof) , as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Fosun to attend all meetings of the Board of Directors in a nonvoting observer capacity. The Company Company, in this respect, shall give such representatives 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 its directors; provided, however, that such representatives shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative representatives from any meeting or portion thereof if access to such information or attendance at such meeting could would be reasonably likely to adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. The Company shall reimburse the reasonable costs and expenses of each observer of GPP, SSM and Live Oak incurred in attending meetings or if such Investor or its representatives is a competitor of the Board (including any meeting of committees of the Board) and any other meetings or events attended on behalf of the Company at the Company’s request.”

Observer Rights. As long as GPP – Connecture, LLC and its Affiliates Aventis Inc. (“GPPAventis”) owns continues to own not less than 5,000,000 fifty percent (50%) of the shares of the Series B Preferred Stock it is purchasing under the Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization) (or an equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a one representative of GPP Aventis to attend all meetings of its the Board (and any committee thereof) of Directors in a nonvoting observer capacitycapacity (the “Aventis Observer”). As long as SSM Venture Casdin Partners II, Master Fund L.P. and its Affiliates (“SSMCasdin”) owns continues to own not less than 2,500,000 fifty percent (50%) of the shares of the Series A B Preferred Stock it is purchasing under the Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization) (or an equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a one representative of SSM Casdin to attend all meetings of its the Board (and any committee thereof) of Directors in a nonvoting observer capacitycapacity (the “Casdin Observer”). As long as Live Oak Equity Partners6 Dimensions Capital L.P. and 6 Dimensions Affiliates Fund, L.P. and its Affiliates (together, “Live Oak6 Dimensions”) owns continue to own in the aggregate not less than 2,500,000 fifty percent (50%) of the shares of the Series A B Preferred Stock 6 Dimensions is purchasing under the Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization) (or an equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a one representative of Live Oak 6 Dimensions to attend all meetings of its the Board (and any committee thereof) of Directors in a nonvoting observer capacitycapacity (the “6 Dimensions Observer”, and, together with the Aventis Observer and the Casdin Observer, the “Board Observers”). The Company shall give such representatives to each Board Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that each Board Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative a Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. The Company shall reimburse the reasonable costs and expenses of each observer of GPP, SSM and Live Oak incurred in attending meetings of the Board (including any meeting of committees of the Board) and any other meetings or events attended on behalf of the Company at the Company’s request.

Observer Rights. As So long as GPP – ConnectureApplied Genomic Technology Capital Fund, LLC and L.P., together with its Affiliates (“GPPFlagship”) ), owns not less than 5,000,000 at least 1,000,000 shares of Series B Stock (Preferred Stock, or equivalent amount of Common Stock issued upon conversion thereof, in each case subject (such minimum number of shares to appropriate adjustment for be appropriately adjusted to take account of any stock splitssplit, combinationsstock dividend, recapitalizations combination of shares or the like with respect to such shareslike), and does not have a the Corporation shall allow one representative then serving on the Board, the Company shall invite a representative of GPP designated by Flagship to attend all meetings of its the Corporation’s Board (and any committee thereof) of Directors in a nonvoting observer capacity. As So long as SSM Venture Partners IIVenrock Partners, L.P. and L.P., together with its Affiliates (“SSMVenrock”) ), owns not less than 2,500,000 at least 1,000,000 shares of Series A Stock (Preferred Stock, or equivalent amount of Common Stock issued upon conversion thereof, in each case subject (such minimum number of shares to appropriate adjustment for be appropriately adjusted to take account of any stock splitssplit, combinationsstock dividend, recapitalizations combination of shares or the like with respect to such shareslike), and does not have a the Corporation shall allow one representative then serving on the Board, the Company shall invite a representative of SSM designated by Venrock to attend all meetings of its the Corporation’s Board (and any committee thereof) of Directors in a nonvoting observer capacity. As So long as Live Oak Equity PartnersOrbiMed Advisors, L.P. and LLC, together with its Affiliates (“Live OakOrbiMed”) ), owns not less than 2,500,000 at least 1,000,000 shares of Series A Stock (Preferred Stock, or equivalent amount of Common Stock issued upon conversion thereof, in each case subject (such minimum number of shares to appropriate adjustment for be appropriately adjusted to take account of any stock splitssplit, combinationsstock dividend, recapitalizations combination of shares or the like with respect to such shareslike), and does not have a the Corporation shall allow one representative then serving on the Board, the Company shall invite a representative of Live Oak designated by OrbiMed to attend all meetings of its the Corporation’s Board (and any committee thereof) of Directors in a nonvoting observer capacity. The Company So long as Bessemer Venture Partners, together with its Affiliates (“Bessemer”), owns at least 750,000 shares of Preferred Stock, or Common Stock issued upon conversion thereof, (such minimum number of shares to be appropriately adjusted to take account of any stock split, stock dividend, combination of shares or the like), the Corporation shall allow one representative designated by Bessemer to attend all meetings of the Corporation’s Board of Directors in a nonvoting capacity. So long as QVT Fund LP, together with its Affiliates (“QVT”), owns at least 750,000 shares of Preferred Stock, or Common Stock issued upon conversion thereof, (such minimum number of shares to be appropriately adjusted to take account of any stock split, stock dividend, combination of shares or the like), the Corporation shall allow one representative designated by QVT to attend all meetings of the Corporation’s Board of Directors in a nonvoting capacity. So long as MPM BioEquities Master Fund LP, together with its Affiliates (“MPM”), owns at least 1,000,000 shares of Preferred Stock, or Common Stock issued upon conversion thereof, (such minimum number of shares to be appropriately adjusted to take account of any stock split, stock dividend, combination of shares or the like), the Corporation shall allow one representative designated by MPM to attend all meetings of the Corporation’s Board of Directors in a nonvoting capacity. So long as (i) Celgene, together with its Affiliates, owns at least 1,000,000 shares of Preferred Stock, or Common Stock issued upon conversion thereof, (such minimum number of shares to be appropriately adjusted to take account of any stock split, stock dividend, combination of shares or the like) and (ii) no officer or other employee of Celgene is otherwise a member of the Corporation’s Board of Directors, the Corporation shall allow one representative designated by Celgene to attend all meetings of the Corporation’s Board of Directors in a nonvoting capacity. So long as (i) Alkermes, Inc., together with its Affiliates (“Alkermes”), owns at least 1,000,000 shares of Preferred Stock, or Common Stock issued upon conversion thereof, (such minimum number of shares to be appropriately adjusted to take account of any stock split, stock dividend, combination of shares or the like) and (ii) no officer or other employee of Alkermes is otherwise a member of the Corporation’s Board of Directors, the Corporation shall allow one representative designated by Alkermes to attend all meetings of the Corporation’s Board of Directors in a nonvoting capacity. In connection therewith, the Corporation shall give each such representatives representative copies of all notices, minutes, consents, minutes and other materials that it materials, financial or otherwise, which the Corporation provides to its directors at the same time and in the same manner as provided to such directorsBoard of Directors; provided, however, that the Company reserves the right to withhold any information and to exclude if such representative does not, before attending any board meetings, execute and deliver to the Corporation a confidentiality agreement substantially in the form attached hereto as Exhibit 4.14 (or in the case of Alkermes’s Designated Board Observer, a confidentiality agreement substantially in the form of the Confidential Disclosure Agreement between the Corporation and Alkermes, dated December 3, 2009), such representative may be excluded from access to any material or meeting or portion thereof if the Board of Directors of the Corporation determines in good faith that such exclusion is reasonably necessary to protect highly confidential proprietary information of the Corporation or confidential proprietary information of third parties that the Corporation is required to hold in confidence, or for other similar reasons. Any such representative may also be excluded from access to any material or meeting or portion thereof if the Corporation believes, upon advice of counsel, that such information or attendance at such meeting could adversely affect exclusion is reasonably necessary to preserve the attorney-client privilege between privilege. Notwithstanding the Company and its counsel foregoing, any Designated Board Observer may be excluded from access to any material or result in disclosure meeting or portion thereof if the Board of trade secrets or a conflict of interest. The Company shall reimburse the reasonable costs and expenses of each observer of GPP, SSM and Live Oak incurred in attending meetings Directors of the Board (including Corporation determines in good faith that any meeting of committees of the Boardfollowing circumstances apply: (a) and any other meetings such material or events attended on behalf meeting or portion thereof contains highly confidential proprietary information of the Company Corporation; (b) the subject of the material or meeting or portion thereof relates to the Corporation’s relationship with the party that has designated such Designated Board Observer or any of such party’s Affiliates; (c) the Corporation and the party that has designated the Designated Board Observer have conflicting interests relating to any matters scheduled to be discussed or presented at such meeting; or (d) access of the CompanyDesignated Board Observer to such material or meeting or portion thereof would (i) violate the Corporation’s requestobligations with respect to confidential proprietary information of third parties, (ii) adversely affect the ability of the Corporation to successfully negotiate any ongoing or potential business transactions or relationships, or (iii) adversely affect the competitive position of the Corporation or its business.

Observer Rights. As Subject to the provisions of this Section 8.4, so long as GPP – Connecture, LLC and its Affiliates (“GPP”) owns not less than 5,000,000 Stepxxx X. Xxxxxx xxxds at least an aggregate of 2,054,678 shares of the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for any stock splitssplit, combinations, recapitalizations or reverse stock split and the like with respect to such shareslike), and does not he shall have a representative then serving on the Board, the Company shall invite a representative of GPP right to attend all meetings of its the Company's Board of Directors (and any other than Board committee thereofmeetings) in a nonvoting observer capacity, to receive notice of such meetings and to receive all minutes, consents and other materials, financial or otherwise, which the Company provides to its Board of Directors ("Observer Rights"). As Subject to the provisions of this Section 8.4, so long as SSM Venture Advantage Capital Missouri Partners I, L.P., Advantage Capital Missouri Partners II, L.P. and its their Affiliates (“SSM”) owns not less than 2,500,000 hold at least an aggregate of 940,875 shares of the Company's Series A B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for any stock splitssplit, combinationsreverse stock split and the like), recapitalizations or they shall have the like right to appoint a total of one representative who shall have Observer Rights. Subject to the provisions of this Section 8.4, so long as White Pines Limited Partnership I and Pacific Capital, L.P. hold at least an aggregate of 1,104,526 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. The Company may require as a condition precedent to granting Observer Rights under this Section 8.4 that each person proposing to attend any meeting of the Company's Board of Directors and each person to have access to any of the information provided by the Company to the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of SSM to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacity. As long as Live Oak Equity Partners, L.P. and its Affiliates (“Live Oak”) owns not less than 2,500,000 shares of Series A Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of Live Oak to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacityotherwise. The Company shall give such representatives 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 Company also reserves the right not to withhold any provide information and to exclude such representative persons having Observer Rights from any meeting or portion thereof (a) if access the Company believes upon advice of counsel and with reasonable notice to such information or the persons having Observer Rights that attendance at such meeting could by such persons would adversely affect the attorney-client privilege between or the Company and its counsel Board's fiduciary duties, or result in disclosure of trade secrets (b) to protect confidential or a conflict of interestcompetitively sensitive information. The Company Observer Rights set forth in this Section 8.4 shall reimburse terminate upon the reasonable costs and expenses closing of each observer a Qualifying Public Offering, unless terminated sooner pursuant to the terms of GPP, SSM and Live Oak incurred in attending meetings of the Board (including any meeting of committees of the Board) and any other meetings or events attended on behalf of the Company at the Company’s requestthis Section 8.4.

Observer Rights. As Subject to the provisions of this Section 8.4, so long as GPP – Connecture, LLC and its Affiliates (“GPP”) owns not less than 5,000,000 Xxxxxxx X. Xxxxxx holds at least an aggregate of 2,054,678 shares of the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for any stock splitssplit, combinations, recapitalizations or reverse stock split and the like with respect to such shareslike), and does not he shall have a representative then serving on the Board, the Company shall invite a representative of GPP right to attend all meetings of its the Company's Board of Directors (and any other than Board committee thereofmeetings) in a nonvoting observer capacity, to receive notice of such meetings and to receive all minutes, consents and other materials, financial or otherwise, which the Company provides to its Board of Directors ("Observer Rights"). As Subject to the provisions of this Section 8.4, so long as SSM Venture Advantage Capital Missouri Partners I, L.P., Advantage Capital Missouri Partners II, L.P. and its their Affiliates (“SSM”) owns not less than 2,500,000 hold at least an aggregate of 940,875 shares of the Company's Series A B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for any stock splitssplit, combinationsreverse stock split and the like), recapitalizations or they shall have the like right to appoint a total of one representative who shall have Observer Rights. Subject to the provisions of this Section 8.4, so long as White Pines Limited Partnership I and Pacific Capital, L.P. hold at least an aggregate of 1,104,526 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. The Company may require as a condition precedent to granting Observer Rights under this Section 8.4 that each person proposing to attend any meeting of the Company's Board of Directors and each person to have access to any of the information provided by the Company to the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of SSM to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacity. As long as Live Oak Equity Partners, L.P. and its Affiliates (“Live Oak”) owns not less than 2,500,000 shares of Series A Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of Live Oak to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacityotherwise. The Company shall give such representatives 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 Company also reserves the right not to withhold any provide information and to exclude such representative persons having Observer Rights from any meeting or portion thereof (a) if access the Company believes upon advice of counsel and with reasonable notice to such information or the persons having Observer Rights that attendance at such meeting could by such persons would adversely affect the attorney-client privilege between or the Company and its counsel Board's fiduciary duties, or result in disclosure of trade secrets (b) to protect confidential or a conflict of interestcompetitively sensitive information. The Company shall reimburse the reasonable costs and expenses of each observer of GPP, SSM and Live Oak incurred Observer Rights set forth in attending meetings of the Board (including any meeting of committees of the Board) and any other meetings or events attended on behalf of the Company at the Company’s request.this Section

Observer Rights. As long as GPP – Connecture, LLC and its Affiliates (“GPP”) IBL Corporation owns not less than 5,000,000 150,000 shares of Series B A Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of GPP IBL Corporation to attend all meetings of its Board (and any committee thereof) of Directors, at its own expense, in a nonvoting observer capacity. As long as SSM Venture Partners II, L.P. and its Affiliates (“SSM”) 360 Capital owns not less than 2,500,000 200,000 shares of Series A C Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of SSM 360 Capital who is either a Metromail employee or an individual designated by 360 Capital who is reasonably acceptable to the Board of Directors to attend all meetings of its Board (and any committee thereof) of Directors, at its own expense, in a nonvoting observer capacity. As For so long as Live Oak Equity Partners, L.P. AOL and its Affiliates (“Live Oak”) owns not less than 2,500,000 affiliates collectively hold at least 364,166 shares of Series A E Preferred Stock (appropriately adjusted for any stock split, dividend, combination or other recapitalization) or the equivalent amount number of shares of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares)any equivalent combination of shares of Series E Preferred Stock and Common Stock issued upon conversion thereof, and does do not have a representative then serving on the BoardCompany's Board of Directors, the Company shall invite a representative of Live Oak designated by AOL to attend all meetings of its Board (and any committee thereof) of Directors, at its own expense, in a nonvoting observer capacitycapacity (the "AOL Observer"). The Company shall give provide such representatives copies with the same financial and other information that is provided to the members of the Board of Directors in connection with any meetings of the Board of Directors of the Company, subject to the limitations set forth in this Section 2.4. As a condition of the rights granted in this Section, each of IBL Corporation and 360 Capital agree to hold in confidence and trust and to act in a fiduciary manner with respect to all notices, minutes, consentsinformation provided in connection with any meetings of the Board of Directors of the Company, and other materials that it provides AOL and each representative of IBL Corporation, 360 Capital and AOL shall agree to its directors at sign a customary nondisclosure agreement to hold in confidence any information provided in connection with any meetings of the same time and in Board of Directors of the same manner as Company; and, provided to such directors; provided, howeverfurther, that the Company reserves the right to withhold any information and to exclude such a representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure counsel. If any information is so withheld from the representative of trade secrets or a conflict AOL, the Company shall notify such representative of interestthe general subject matter of such information. The Company shall reimburse pay the reasonable costs expenses for a representative of 360 Capital, Hummer-Winblad Venture Partners II, L.P., 21st Century Internet Fund, L.P., Convergence Ventures I, L.P. and expenses of each observer of GPP, SSM and Live Oak incurred in attending AOL to attend meetings of the Board (including any meeting of committees of the Board) and any other meetings or events attended on behalf Directors of the Company at the Company’s requestthat are held more than fifty miles from San Francisco International Airport.

Observer Rights. As For so long as GPP – Connecture, LLC and its Affiliates (“GPP”) owns not less than 5,000,000 shares of Series B Stock (or equivalent amount of Common Stock issued upon conversion thereof, the SJF Investors hold in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on aggregate at least the BoardSJF Requisite Amount, the Company SJF Investors shall invite a representative of GPP to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacity. As long as SSM Venture Partners II, L.P. and its Affiliates (“SSM”) owns not less than 2,500,000 shares of Series A Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of SSM to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacity. As long as Live Oak Equity Partners, L.P. and its Affiliates (“Live Oak”) owns not less than 2,500,000 shares of Series A Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of Live Oak to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacity. The Company shall give such representatives copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, 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 have one representative, who shall not be a Competitor, selected by the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. The Company shall reimburse the reasonable costs and expenses of each observer of GPP, SSM and Live Oak incurred in attending SJF Investors attend meetings of the Board by phone or in person (including any meeting the “SJF Observer”) at the SJF Observer’s own expense and to receive materials provided to directors at such meetings. For so long as the Investeco Investors hold in the aggregate at least the Investeco Requisite Amount, the Investeco Investors shall have the right to have one representative, who shall not be a Competitor, selected by the Investeco Investors attend meetings of committees the Board by phone or in person (the “Investeco Observer”) at the Investeco Observer’s own expense and to receive materials provided to directors at such meetings. For so long as the Arborview Investor holds in the aggregate at least the Arborview Requisite Amount, the Arborview Investor shall have the right to have one representative, who shall not be a Competitor, selected by the Arborview Investor attend meetings of the Board by phone or in person (the “Arborview Observer”) at the Arborview Observer’s own expense and to receive materials provided to directors at such meetings. For so long as the Sunrise Investor holds in the aggregate at least the Sunrise Requisite Amount, the Sunrise Investor shall have the right to have one representative, who shall not be a Competitor, selected by the Sunrise Investor attend meetings of the Board by phone or in person (the “Sunrise Observer”) at the Sunrise Observer’s own expense and to receive materials provided to directors at such meetings. For so long as the Manna Investor holds in the aggregate at least the Manna Requisite Amount, the Manna Investor shall have the right to have one representative, who shall not be a Competitor, selected by the Manna Investor attend meetings of the Board by phone or in person (the “Manna Observer”) at the Manna Observer’s own expense and to receive materials provided to directors at such meetings. None of the SJF Observer, the Investeco Observer, the Arborview Observer, the Sunrise Observer or the Manna Observer shall be entitled to vote at the meetings of the Board) , and the Company shall have the right not to provide materials and to exclude the attendance and/or participation of any other meetings or events attended on behalf of the Company at SJF Observer, the Investeco Observer, the Arborview Observer, the Sunrise Observer or the Manna Observer, or all of the foregoing, from any portion of a meeting of the Board or as to any materials in which such participation or the provision of such materials could jeopardize (a) the Company’s requestability to the assert attorney-client privilege, (b) the Company’s ability to maintain confidentiality or trade secret status with respect to the matters being discussed or presented or (c) the ability of the Board to discharge its fiduciary obligations. The Company will provide the SJF Observer, the Investeco Observer, the Arborview Observer, the Sunrise Observer, and the Manna Observer with notice of its Board meetings to the same extent it provides notice of such meetings to directors as required by its Bylaws.

Observer Rights. As Subject to the provisions of this Section 8.4, so long as GPP – Connecture, LLC and its Affiliates (“GPP”) owns not less than 5,000,000 Xxxxxxx X. Xxxxxx holds at least an aggregate of 2,054,678 shares of the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for any stock splitssplit, combinations, recapitalizations or reverse stock split and the like with respect to such shareslike), and does not he shall have a representative then serving on the Board, the Company shall invite a representative of GPP right to attend all meetings of its the Company's Board of Directors (and any other than Board committee thereofmeetings) in a nonvoting observer capacity, to receive notice of such meetings and to receive all minutes, consents and other materials, financial or otherwise, which the Company provides to its Board of Directors ("OBSERVER RIGHTS"). As Subject to the provisions of this Section 8.4, so long as SSM Venture Advantage Capital Missouri Partners I, L.P., Advantage Capital Missouri Partners II, L.P. and its their Affiliates (“SSM”) owns not less than 2,500,000 hold at least an aggregate of 940,875 shares of the Company's Series A B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for any stock splitssplit, combinationsreverse stock split and the like), recapitalizations or they shall have the like right to appoint a total of one representative who shall have Observer Rights. Subject to the provisions of this Section 8.4, so long as White Pines Limited Partnership I and Pacific Capital, L.P. hold at least an aggregate of 1,104,526 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. The Company may require as a condition precedent to granting Observer Rights under this Section 8.4 that each person proposing to attend any meeting of the Company's Board of Directors and each person to have access to any of the information provided by the Company to the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of SSM to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacity. As long as Live Oak Equity Partners, L.P. and its Affiliates (“Live Oak”) owns not less than 2,500,000 shares of Series A Stock (or equivalent amount of Common Stock issued upon conversion thereof, in each case subject to appropriate adjustment for stock splits, combinations, recapitalizations or the like with respect to such shares), and does not have a representative then serving on the Board, the Company shall invite a representative of Live Oak to attend all meetings of its Board (and any committee thereof) in a nonvoting observer capacityotherwise. The Company shall give such representatives 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 Company also reserves the right not to withhold any provide information and to exclude such representative persons having Observer Rights from any meeting or portion thereof (a) if access the Company believes upon advice of counsel and with reasonable notice to such information or the persons having Observer Rights that attendance at such meeting could by such persons would adversely affect the attorney-client privilege between or the Company and its counsel Board's fiduciary duties, or result in disclosure of trade secrets (b) to protect confidential or a conflict of interestcompetitively sensitive information. The Company Observer Rights set forth in this Section 8.4 shall reimburse terminate upon the reasonable costs and expenses closing of each observer of GPP, SSM and Live Oak incurred a Qualifying Public Offering (or an IPO that is not a Qualifying Public Offering in attending meetings which all of the Board (including any meeting shares of committees Series Preferred are converted into shares of Common Stock pursuant to the BoardRestated Certificate) and any other meetings or events attended on behalf unless terminated sooner pursuant to the terms of the Company at the Company’s requestthis Section 8.4.