Common use of Observer Rights Clause in Contracts

Observer Rights. In the case of a Qualified Investor, for so long as such Qualified Investor retains a number of shares of Common Stock equal to at least a majority of the shares of Common Stock owned by such Person immediately following the date hereof (subject to equitable adjustments for stock splits, stock combinations and similar events), such Person will have right to send one Representative on its behalf (the "Observer") to attend all meetings of the Board of Directors, including all committees thereof (other than meetings at which confidential matters related to the Qualified Investor or its Observer are discussed and other than confidential audit and compensation committee meetings), solely in a non-voting observer capacity. The Company will furnish to the Observer copies of all notices, minutes, consents and other materials that it generally makes available to its directors. The Observer may participate in discussions of matters under consideration by the Board of Directors and any matters brought before any committee thereof but will not be entitled to vote on any matter presented to the Board of Directors. Any Qualified Investor will have the right to remove and replace its Observer in its sole discretion and to designate a substitute representative if its Observer is unable or unwilling to attend any of the Board's meetings, including any committees thereof. In no event shall there be at any time more than three Observers (in addition to any Observer under Section 6.3(b) without the approval of a majority of the directors not designated by Heartland Industrial Partners, L.P. Notwithstanding the foregoing, if the Company is advised by counsel that the rules of the Securities and Exchange Commission or other applicable securities laws require that the Observer and/or the Qualified Investor appointing the same be subject to a confidentiality agreement, then such Observer and/or the Qualified Investor shall enter into such reasonable form of confidentiality agreement that the Company shall request.

Observer Rights. In the case of a Qualified Investor, for For so long as such Qualified Investor retains a number of shares of Common Stock equal to at least a majority Vision shall own Shares which, in the aggregate, represent more than 3% of the shares total combined voting power of Common Stock owned by such Person immediately following all voting securities then outstanding, the date hereof (subject to equitable adjustments for stock splits, stock combinations and similar events), such Person will have right to send one Representative on its behalf (the "Observer") Company shall invite a representative of Vision to attend all meetings of the its Board of Directors, including all committees thereof (other than meetings at which confidential matters related to the Qualified Investor or its Observer are discussed and other than confidential audit and compensation committee meetings), solely Directors in a non-voting observer capacitycapacity (the “Observer”). The Company will furnish reserves the right to exclude the Observer copies from access to any materials or meetings if the Company believes, based on the advice of all noticescounsel, minutesthat such exclusion is necessary to preserve attorney-client, consents and other materials that it generally makes available work product or similar privilege. Further, in the event there will be discussions of any material non-public information at any such meeting, the Board of Directors shall have such discussions outside of the presence of the Observer, unless the Observer agrees to its directorssign a non-disclosure agreement. The execution of a non-disclosure agreement shall be in the sole discretion of the Observer. If the Observer may participate in discussions of matters under consideration does not agree to enter into a non-disclosure agreement then, upon notification by the Board of Directors that material non-public information will be discussed, such Observer shall excuse himself from that portion of the meeting when any material non-public information is discussed. Prior to any meeting of the Board of Directors or at any meeting of the Board of Directors where the Observer is present, such Observer shall be permitted to discuss the affairs, finances and any matters brought before any committee thereof but will not be entitled to vote on any matter presented accounts of the Company with, and make proposals and furnish advice with respect thereto, to the Board of Directors. Any Qualified Investor will have the right to remove and replace its Observer in its sole discretion and to designate a substitute representative , even if its Observer is unable or unwilling to attend any of the Board's meetings, including any committees thereof. In no event shall there be at any time more than three Observers (in addition to any Observer under Section 6.3(b) without the approval of a majority of the directors not designated by Heartland Industrial Partners, L.P. Notwithstanding the foregoing, if the Company is advised by counsel that the rules of the Securities and Exchange Commission or other applicable securities laws require that the Observer and/or the Qualified Investor appointing the same be subject to a confidentiality agreement, then such Observer and/or does not have voting rights. The Observer shall hold in confidence and trust any information provided to or learned by him in connection with such right, unless otherwise required by law, so long as such information is not in the Qualified Investor shall enter into such reasonable form of confidentiality agreement that the Company shall requestpublic domain.

Observer Rights. In the case of a Qualified Investor, for so (a) As long as such Qualified Investor retains a number of shares of Common Stock equal to DCVC Opportunity Fund, L.P. (“DCVC”) and Data Collective II, L.P. (“Data Collective”) collectively own at least a majority eight and one-half percent (8.5%) of the shares capital stock of Common Stock owned by such Person immediately following the date hereof Company on a fully-diluted basis (subject to equitable adjustments for stock splitsassuming full conversion and exercise of all convertible and exercisable securities then outstanding) and no more than (1) member of the Board is affiliated with DCVC, stock combinations and similar events), such Person will have right to send one Representative on its behalf (the "Observer") Company shall invite a representative of DCVC to attend all meetings of the Board of Directors, including (and all committees thereof (of the Board, other than meetings at which confidential matters related any special committee formed by the Board to review a potential transaction between the Qualified Investor Company and DCVC or its Observer are discussed and other than confidential audit and compensation committee meetings), solely Affiliates) in a non-voting nonvoting observer capacity. The Company will furnish to the Observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it generally makes available provides to its directors at the same time provided to the directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner as if such representative were a member of the Board 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. Any observer shall be required to enter into a commercially reasonable confidentiality agreement with the Company prior to the exercise of the rights contained in this Section 3.6(a). (b) The Observer may participate Company shall invite a representative of the Common Holders who are then providing services to the Company as directors, officers, employees or consultants in discussions good standing to attend all meetings of matters under consideration the Board (and all committees of the Board, other than the Compensation Committee or any special committee formed by the Board of Directors to review a potential transaction between the Company and any matters brought before any committee thereof but will not be entitled of the Common Holders) 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 vote on any matter presented its directors at the same time provided to the directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner as if such representative were a member of the Board of Directors. Any Qualified Investor will have with respect to all information so provided; and, provided further, that the Company reserves the right to remove and replace its Observer in its sole discretion withhold any information and to designate 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 Common Holder or its representative is or is affiliated with a substitute direct competitor of the Company. Any observer shall be required to enter into a commercially reasonable confidentiality agreement with the Company prior to the exercise of the rights contained in this Section 3.6(b). (c) As long as SVF owns an aggregate of at least 1,756,811 shares of Series B Preferred Stock, Series C Preferred Stock, and/or shares of Common Stock issued upon conversion thereof (appropriately adjusted for any stock split, dividend, combination or other recapitalization), the Company shall invite a representative if its Observer is unable or unwilling of SVF to attend any all meetings of the Board (and all committees of the Board's meetings, including other than any committees thereof. In no event shall there be at any time more than three Observers (in addition special committee formed by the Board to any Observer under Section 6.3(b) without the approval of review a majority of the directors not designated by Heartland Industrial Partners, L.P. Notwithstanding the foregoing, if potential transaction between the Company is advised by counsel and SVF or its Affiliates) in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that the rules of the Securities and Exchange Commission or other applicable securities laws require that the Observer and/or the Qualified Investor appointing it provides to its directors at the same be subject time provided to the directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a confidentiality agreementfiduciary manner with respect to all information so provided; and provided further, then such Observer and/or the Qualified Investor shall enter into such reasonable form of confidentiality agreement 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. Any observer shall requestbe required to enter into a commercially reasonable confidentiality agreement with the Company prior to the exercise of the rights contained in this Section 3.6(c). The SVF observer shall initially be Xxxxxx Xxxxxxx. (d) As long as GIC owns an aggregate of at least 1,756,811 shares of Series D Preferred Stock and/or shares of Common Stock issued upon conversion thereof (appropriately adjusted for any stock split, dividend, combination or other recapitalization), the Company shall invite a representative of GIC to attend all meetings of the Board (and all committees of the Board, other than any special committee formed by the Board to review a potential transaction between the Company and GIC) 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 provided to the directors; provided, however, that such representative shall agree to hold in confidence and trust all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative. Any observer shall be required to enter into a commercially reasonable confidentiality agreement with the Company prior to the exercise of the rights contained in this Section 3.6(d).

Observer Rights. In (a) ACOF shall have the case of a Qualified Investor, for right to designate an observer to the Board (the “ACOF Observer”) so long as such Qualified Investor retains a number ACOF, together with its Affiliates and Permitted Transferees, beneficially owns less than 5% and greater than 2% of the total Shares outstanding (calculated without reference to any shares of Common Capital Stock equal to at least a majority issued or issuable on (other than shares issued as part of the shares of Common Stock owned by such Person immediately following Pre-Spin Recapitalization) or after the date hereof (subject to equitable adjustments for stock splits, stock combinations and similar eventsof this Agreement), such Person will have right to send one Representative on its behalf (the "Observer") . The ACOF Observer shall be permitted to attend all meetings each meeting of the Board of Directors, including all committees thereof (other than meetings at which confidential matters related to the Qualified Investor or its Observer are discussed and other than confidential audit and compensation committee meetings), solely in a non-voting observer capacity. The Company will furnish to the Observer copies of all notices, minutes, consents and other materials that it generally makes available to its directors. The Observer may participate in discussions of matters under consideration by the Board of Directors and any matters brought before any committee thereof (including any executive sessions of the Board), but will not be entitled to vote on any matter presented submitted to the Board of Directorsor such committee thereof. Any Qualified Investor will have the right Subject to remove and replace its Observer any documents subject (as determined in its sole discretion and to designate a substitute representative if its Observer is unable or unwilling to attend any of good faith by the Board's meetings) to attorney/client privilege, including any committees thereof. In no event the ACOF Observer shall there be at any time more than three Observers provided with the same notice and information given to Directors pursuant to Section 3.3(c). (b) Notwithstanding anything to the contrary in addition to any Observer under Section 6.3(b) without the approval of a majority of the directors not designated by Heartland Industrial Partners, L.P. Notwithstanding the foregoingthis Agreement, if the Company Board or any committee thereof determines in good faith that exclusion of an ACOF Observer is advised by counsel that reasonably necessary in order (i) to preserve the rules attorney/client privilege of the Securities Company and/or its Subsidiaries (ii) to avoid disclosure that is prohibited by an agreement with a third party or that might cause information to no longer be a trade secret of the Company and/or one of its Subsidiaries or (iii) to avoid a conflict of interest based on actual or expressly contemplated claims, defenses, disputes or transactions between the Company or any of its Subsidiaries, on the one hand, and Exchange Commission ACOF or any of its Affiliates, on the other applicable securities laws require that the Observer and/or the Qualified Investor appointing the same be subject to a confidentiality agreementhand, then such ACOF Observer and/or shall be excluded from the Qualified Investor portions of a meeting of the Board or a committee thereof relating to such matter and shall enter into not be provided any information that Directors otherwise receive with respect to such reasonable form of confidentiality agreement that the Company shall requestmatter.

Observer Rights. In the case of a Qualified Investor, for so long as such Qualified Investor retains a number of shares of Common Stock equal to at least a majority of the shares of Common Stock owned by such Person immediately following the date hereof (subject to equitable adjustments for stock splits, stock combinations and similar events), such Person will have right to send one Representative on its behalf (the "ObserverOBSERVER") to attend all meetings of the Board of Directors, including all committees thereof (other than meetings at which confidential matters related to the Qualified Investor or its Observer are discussed and other than confidential audit and compensation committee meetings), solely in a non-voting observer capacity. The Company will furnish to the Observer copies of all notices, minutes, consents and other materials that it generally makes available to its directors. The Observer may participate in discussions of matters under consideration by the Board of Directors and any matters brought before any committee thereof but will not be entitled to vote on any matter presented to the Board of Directors. Any Qualified Investor will have the right to remove and replace its Observer in its sole discretion and to designate a substitute representative if its Observer is unable or unwilling to attend any of the Board's meetings, including any committees thereof. In no event shall there be at any time more than three Observers (in addition to any Observer under Section 6.3(b) without the approval of a majority of the directors not designated by Heartland Industrial Partners, L.P. Notwithstanding the foregoing, if the Company is advised by counsel that the rules of the Securities and Exchange Commission or other applicable securities laws require that the Observer and/or the Qualified Investor appointing the same be subject to a confidentiality agreement, then such Observer and/or the Qualified Investor shall enter into such reasonable form of confidentiality agreement that the Company shall request.