Common use of Observer Clause in Contracts

Observer. Each of Peaceful Rise Management Limited, Perfect Canyon Limited, Xxxxx Xxxxxxx Fund LP, Glade Brook Private Investors XVI LP, FANTASTIC AUGURY LIMITED, and ASCEND HOPE LIMITED, who is not entitled to appoint any Director to the Board pursuant to this Section 9, shall be entitled to appoint one (1) observer (the “Observer”) to attend all meetings of the Board and all subcommittees of the Board, in a nonvoting observer capacity. If CICC loses its director appointment right pursuant to Section 9.1(a) and for so long as CICC continues to hold any Preferred Shares, it shall be entitled to appoint one (1) observer. If Xiamen Investor for whatsoever reason fails to appoint a director pursuant to Section 9.1(a) and for so long as Xiamen Investor continues to hold any Preferred Shares, it shall be entitled to appoint one (1) observer. The Company shall give the Observer copies of all notices, minutes, consents, and other materials that the Company provides to the Company’s directors at the same time and in the same manner as provided to such directors; provided, however, that the Observer shall agree to hold in confidence and trust all information so provided. The Observer may be excluded from that portion of a meeting of the Board or a subcommittee thereof to the extent that (i) the Board of Directors has reasonably determined in good faith that the Observer’s presence at such meeting or portion thereof would reasonably be expected to result in the disclosure of trade secrets to a direct competitor of the Group Companies or (ii) counsel to the Company has determined that there is a reasonable likelihood that the Observer’s presence at such meeting or portion thereof would result in the loss of the Company’s attorney-client privilege; provided that to the extent practical the Observer shall be notified in writing by the Company at least forty-eight (48) hours prior to the meeting of the exclusion and grounds on which the exclusion is based and provided further that the Company shall in good faith endeavor to ensure that meetings of the Board or committees thereof are conducted in such a manner as to minimize those portions during which Observer shall be excluded, with a view to allowing the Observer to attend and observe such meetings to the maximum extent possible. The Observer shall be entitled to be reimbursed for all reasonable out-of-pocket expenses incurred in connection with attending board or committee meetings.

Observer. Each (a) For so long as RA Capital holds at least 529,474 Series A Preferred Shares (or Ordinary Shares issued upon conversion of Peaceful Rise Management Limitedthe Series A Preferred Shares) as appropriately adjusted for share splits, Perfect Canyon Limitedshare dividends, Xxxxx Xxxxxxx Fund LPcombinations, Glade Brook Private Investors XVI LPrecapitalizations and similar events, FANTASTIC AUGURY LIMITED, and ASCEND HOPE LIMITED, who is not entitled to appoint any Director to the Board pursuant to this Section 9, RA Capital shall be entitled to appoint one (1) nominate a representative board observer (the “RA Capital Observer”). (b) For so long as Venrock holds at least 352,983 Series A Preferred Shares (or Ordinary Shares issued upon conversion of the Series A Preferred Shares) as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar events, Venrock shall be entitled to nominate a representative board observer (the “Venrock Observer”). (c) For so long as FIIF holds at least 352,983 Series A Preferred Shares (or the Ordinary Shares issued upon conversion of the Series A Preferred Shares) as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar events, FIIF shall be entitled to nominate a representative board observer (together with the RA Capital Observer and Venrock Observer, the “Observers”). (d) Each Observer shall be entitled to (i) attend and participate in all Board or committee meetings in a non-voting capacity and (ii) receive copies of all notices and materials provided to other members of the Board and all subcommittees of the Board, in a nonvoting observer capacity. If CICC loses its director appointment right pursuant to Section 9.1(a) and for so long as CICC continues to hold any Preferred Shares, it shall be entitled to appoint one (1) observer. If Xiamen Investor for whatsoever reason fails to appoint a director pursuant to Section 9.1(a) and for so long as Xiamen Investor continues to hold any Preferred Shares, it shall be entitled to appoint one (1) observer. The Company shall give the Observer copies of all notices, minutes, consents, and other materials that the Company provides to the Company’s directors committees at the same time and in the same manner as provided to such directorsother members of the Board; provided, however, that the Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided. The Observer may be excluded from that portion of a meeting of the Board or a subcommittee thereof to the extent that (i) the Board of Directors has reasonably determined in good faith ; provided further, that the Observer’s presence at Company reserves the right to withhold any information and to exclude such Observer from any meeting or portion thereof would reasonably be expected to result in based on the disclosure advice of trade secrets to a direct competitor of the Group Companies counsel or (ii) counsel to if the Company has determined reasonably believes that there is a reasonable likelihood that the Observer’s presence (x) access to such information or attendance at such meeting or portion thereof would could reasonably result in an adverse effect to the loss of the Company’s attorney-client privilege; provided that privilege between the Company and its counsel or (y) the Observer has a conflict of interest with respect to the extent practical the Observer shall be notified in writing by the Company at least forty-eight (48) hours prior to the meeting of the exclusion and grounds on which the exclusion is based and provided further that the Company shall in good faith endeavor to ensure that meetings of the Board or committees thereof are conducted in such a manner as to minimize those portions during which Observer shall be excluded, with a view to allowing the Observer to attend and observe such meetings to the maximum extent possible. The Observer shall be entitled to be reimbursed for all reasonable out-of-pocket expenses incurred in connection with attending board or committee meetingssubject matter.

Observer. Each For so long as Xxxxx Bio Ventures Limited Partnership (“Xxxxx”), together with its Affiliates, continue to own beneficially at least 100,000 shares of Peaceful Rise Management Limited, Perfect Canyon LimitedCommon Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Preferred Stock), Xxxxx Xxxxxxx Fund LP, Glade Brook Private Investors XVI LP, FANTASTIC AUGURY LIMITED, and ASCEND HOPE LIMITED, who is not entitled to appoint any Director to the Board pursuant to this Section 9, shall be entitled to appoint designate one (1) observer to the Board of Directors (the “Observer”) to attend all meetings of the Board and all subcommittees of the Board), in a nonvoting observer capacity. If CICC loses its director appointment right pursuant to Section 9.1(a) and for so long as CICC continues to hold any Preferred Shares, it who shall be entitled to appoint one (1) observer. If Xiamen Investor for whatsoever reason fails to appoint a director pursuant to Section 9.1(a) and for so long as Xiamen Investor continues to hold attend any Preferred Sharesmeeting of the Board of Directors, it but shall not be entitled to appoint one vote in such meetings; provided, however, that such appointment of the Observer is conditional upon the Observer entering into a confidentiality agreement with the Company in a form acceptable to Company. The rights of the Observer shall be subject to the following: (1a) observer. The Company shall give the Observer copies of all notices, minutes, consents, and other materials that the Company provides same prior notice given to the Company’s directors at members of the same time and in the same manner as provided to such directors; provided, however, that the Observer shall agree to hold in confidence and trust all information so provided. The Observer may be excluded from that portion Board of a Directors regarding any proposed meeting of the Board of Directors or a subcommittee thereof of any committee of the Board of Directors, such notice in all cases to the extent that (i) include true and complete copies of all documents furnished to any member of the Board of Directors has reasonably determined in connection with such meeting. The Observer will be entitled to be present in person as an observer at any such meeting or, if a meeting is held by telephone conference, to participate therein for the purpose of listening thereto. (b) The Company will deliver to each Observer copies of all papers which may be distributed from time to time to the Directors at such time as such papers are so distributed to them, including copies of any written consent. (c) The Observer will treat and maintain such information in strict confidence, and will not disclose such information without the prior written consent of the Company. (d) If the Board of Directors determines, in good faith faith, that the Observer’s presence at attendance of the person appointed as the Observer in a specific meeting (or part of the specific meeting) (i) constitutes a conflict of interests between such meeting person (or portion thereof his designator) and the Company, (ii) would reasonably be expected to adversely impact the attorney/client privilege, or (iii) would result in the disclosure of trade secrets to secrets, or if such person is affiliated with a direct competitor of the Group Companies Company, then the Board may exclude such person from attending such specific meeting (or (ii) counsel to relevant part thereof), accordingly, any related materials may as well be withheld from the Company has determined that there is a reasonable likelihood that the Observer’s presence at such meeting or portion thereof would result in the loss of the Company’s attorney-client privilege; person, provided that to the extent practical the Observer shall be notified in writing by the Company at least forty-eight (48) hours prior to the meeting of the exclusion and grounds on which the exclusion is based and provided further that the Company shall in good faith endeavor to ensure that meetings of the all Board or committees thereof observers are conducted in such a manner as to minimize those portions during which Observer shall be excluded, with a view to allowing the Observer to attend and observe such meetings to the maximum extent possible. The Observer shall be entitled to be reimbursed for all reasonable out-of-pocket expenses incurred in connection with attending board or committee meetingsafforded equivalent treatment.

Observer. Each (a) If ValueAct SmallCap Master Fund, L.P. (“VAC”) no longer has the right to elect one director pursuant to the Shareholders Agreement, then, so long as VAC owns at least $5,500,000 of Peaceful Rise Management Limitedthe principal amount of the Senior Secured Notes or at least 800,582 shares of Common Stock issued or issuable upon exercise of the Warrants (as adjusted pursuant to the terms and conditions set forth therein), Perfect Canyon Limited, Xxxxx Xxxxxxx Fund LP, Glade Brook Private Investors XVI LP, FANTASTIC AUGURY LIMITEDthen VAC shall be granted the right to appoint, and ASCEND HOPE LIMITEDthe Company will permit, who is not entitled to appoint any Director to the Board pursuant to this Section 9, shall be entitled to appoint one (1) observer representative appointed by VAC (the “Observer”) to attend all meetings of the Board and all subcommittees committees thereof (whether in person, telephonic or other) in a non-voting, observer capacity and shall provide to the Observer, concurrently with the members of the Board, in a nonvoting observer capacity. If CICC loses its director appointment right pursuant to Section 9.1(a) and for so long as CICC continues to hold any Preferred Shares, it shall be entitled to appoint one (1) observer. If Xiamen Investor for whatsoever reason fails to appoint a director pursuant to Section 9.1(a) and for so long as Xiamen Investor continues to hold any Preferred Shares, it shall be entitled to appoint one (1) observer. The Company shall give the Observer copies of all notices, minutes, consents, and other materials that the Company provides to the Company’s directors at the same time and in the same manner as manner, notice of such meeting and a copy of all materials provided to such directors; members. VAC may transfer its rights to appoint the Observer to one transferee of the Warrants or Warrant Shares in connection with a Transfer permitted by the terms of this Agreement, provided, however, that such Transfer to such transferee shall include at least $5,500,000 in principal amount of the Senior Secured Notes or 800,582 shares of Common Stock (as adjusted pursuant to the terms and conditions set forth therein) issued or issuable upon exercise of the Warrants. Notwithstanding anything contained herein to the contrary, the Company may withhold portions of information from the Observer shall agree and exclude the Observer from portions of any meeting if, upon advice of the Company’s legal counsel, access to hold in confidence and trust all such information so provided. The Observer may be excluded from that or attendance at a portion of a meeting of by the Board or a subcommittee thereof to Observer would adversely affect the extent that (i) the Board of Directors has reasonably determined in good faith that the Observer’s presence at such meeting or portion thereof would reasonably be expected to result in the disclosure of trade secrets to a direct competitor of the Group Companies or (ii) counsel to the Company has determined that there is a reasonable likelihood that the Observer’s presence at such meeting or portion thereof would result in the loss of the Company’s attorney-client privilege; provided that to the extent practical the Observer shall be notified in writing by privilege between the Company at least forty-eight (48) hours prior to the meeting of the exclusion and grounds on which the exclusion is based and provided further that the Company shall in good faith endeavor to ensure that meetings of the Board or committees thereof are conducted in such a manner as to minimize those portions during which Observer shall be excluded, with a view to allowing the Observer to attend and observe such meetings to the maximum extent possibleits legal counsel. The Observer shall execute a customary confidentiality agreement reasonably acceptable to the Company. (b) The Company acknowledges that the Investor will likely have, from time to time, information that may be entitled of interest to the Company (“Information”) regarding a wide variety of matters including, by way of example only, (i) current and future investments VAC has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services, including, without limitation, technologies, products and services that may be reimbursed competitive with the Company’s, and (ii) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the Observer. The Company, as a material part of the consideration for all reasonable out-of-pocket expenses incurred this Agreement, agrees that VAC and its Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in connection with attending board any projects or committee meetingsinvestments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit VAC’s ability to pursue opportunities based on such Information or that would require VAC or Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company.