Common use of Observers Clause in Contracts

Observers. Each Sponsor and MCK shall have the right, exercisable by delivering notice to the Company, to designate one (1) non-voting observer to attend any meetings of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing. Notice of meetings of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof shall be furnished (together with all materials to be provided to the Board of Directors) to each non-voting observer no later than, and using the same form of communication as, notice of meetings of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, as the case may be, that are furnished to the members of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echo, the Company or its Subsidiaries, as the case may be, shall be entitled to remove such observer from such portions of a meeting of the Board of Directors, the Board of Managers, the boards of directors or equivalent governing bodies of any of Echo’s Subsidiaries or any committees thereof, in each case, to the extent such observer’s presence would be likely to result in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h) shall be permitted to attend any meeting of any of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing, in each case, using the same form of communication permitted for members of such Board of Directors, boards of directors and equivalent governing bodies of Echo’s Subsidiaries or any committees thereof.

Observers. Each Sponsor and MCK One or more non-voting observers to the Board and/or its committees may be selected by the Shareholders. Any such observer shall have hold such position until the rightobserver’s successor is selected, exercisable or until the observer’s resignation or removal. An observer may resign by delivering written notice to the CompanyCorporation. The resignation is effective on its receipt by the Corporation or at a subsequent time as set forth in the notice of resignation. Subject to the provisions of any Shareholder Agreement, to designate one (1) non-voting an observer may be removed, with or without cause, by the Shareholders, and thereupon the term of the observer who shall have been so removed shall forthwith terminate. Each observer shall be entitled to attend any all meetings (including telephonic meetings) of the Board and the Board’s committees to which it has been granted observer rights. Each observer shall be entitled to receive (x) notices of all meetings of the Board of Directors, and the boards of directors Board’s committees to which it has been granted observer rights and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of (y) all information delivered to the foregoing. Notice of meetings members of the Board and the Board’s committees to which it has been granted observer rights in connection with such meetings, in each case to the extent and at the same time such notice and information is delivered to the members of Directorsthe Board and its committees. Notwithstanding the foregoing, the boards Chairperson of directors the Board (if the office is filled) or the President & CEO shall (a) excuse any observer from any portion of a Board meeting or a meeting of its committees to the extent such observer’s participation in such meeting is reasonably likely to adversely affect the attorney/client privilege of the Corporation and equivalent governing bodies of Echo’s Subsidiaries its legal advisors and (b) withhold information from any committees thereof shall be furnished (together with all materials to be provided observer delivered to the Board of Directors) and the Board’s committees to each non-voting which it has been granted observer no later than, and using the same form of communication as, notice of meetings rights prior to a meeting of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereofor, as the case may be, that are furnished to such committee, in each case if the members Chairperson of the Board (if the office is filled) or the President & CEO believes there is a reasonable likelihood that the receipt of Directors, such information by the Board of Managers, observer may adversely affect the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echo, the Company or its Subsidiaries, as the case may be, shall be entitled to remove such observer from such portions of a meeting attorney/client privilege of the Board of Directors, the Board of Managers, the boards of directors or equivalent governing bodies of any of Echo’s Subsidiaries or any committees thereof, in each case, to the extent such observer’s presence would be likely to result in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h) shall be permitted to attend any meeting of any of the Board of Directors, the boards of directors Corporation and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing, in each case, using the same form of communication permitted for members of such Board of Directors, boards of directors and equivalent governing bodies of Echo’s Subsidiaries or any committees thereofits legal advisors.

Observers. Each Sponsor and MCK shall have the right, exercisable by delivering notice (a) Prior to the CompanyIPO, the FS Entities, collectively, shall be entitled to designate one have two observers in addition to the FS Director (1the "FS -- Observers") non-voting observer to attend any at all regular and special meetings of the Board for so long as the --------- FS Entities, collectively, beneficially own Common Stock representing at least 7.5% of Directorsthe outstanding Common Stock. (b) Prior to the IPO and solely for so long as needed by DLJ, upon the advice of counsel, to maintain its qualification as a "Venture Capital Operating Company" pursuant to Section 29 C.F.R. (S) 2510.3, the boards DLJ Parties, by vote of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either a majority of the foregoing. Notice of outstanding Restricted Securities held by the DLJ Parties, shall be entitled to have one observer (the "DLJ Observer", and ------------ together with the FS Observers, the "Observers") at all regular and special --------- meetings of the Board for so long as the DLJ Parties, collectively, beneficially own (i) Restricted Securities representing at least 1.0% of Directorsthe outstanding Common Stock or (ii) a majority in principal amount of the Notes. (c) The Company shall reimburse each Observer for out-of-pocket expenses, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof shall be furnished (together with all materials if any, relating to be provided attendance at such meetings but only to the Board of Directors) to each same extent that the Company reimburses the non-voting observer no later than, and using the same form of communication as, notice of meetings of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, as the case may be, that are furnished to the employee members of the Board for such attendance expenses. Each Observer shall be entitled to receive the same notice of Directorsany such meeting as any director, and shall have the right to participate therein, but shall not have the right to vote on any matter or to be counted for purposes of determining whether a quorum is present thereat. In addition, each Observer shall have the right to receive copies of any action proposed to be taken by written consent of the Board without a meeting. Notwithstanding the foregoing, no action of the Board duly taken in accordance with the laws of the State of Delaware, the Certificate of Incorporation and the By-Laws shall be affected by any failure to have provided notice to any Observer of any meeting of the Board or the taking of Managers, action by the boards Board without a meeting. Any Observer may be required by the Board to temporarily leave a meeting of directors and equivalent governing bodies the Board if the presence of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echo, such Observer at the meeting at such time would prevent the Company from asserting the attorney-client or other privilege with respect to matters discussed before the Board at such time. The FS Entities agree to cause the FS Observers to keep any matters observed or materials received by them at any meeting of the Board strictly confidential. The DLJ Parties agree to cause the DLJ Observer to keep any matters observed or materials received by him or her at any meeting of the Board strictly confidential. (d) With respect to each committee of the Board for which XXXX or the FS Entities agrees in writing to waive its Subsidiariesright set forth in Section 4.1(g) hereto, XXXX or the FS Entities, as the case may be, shall be entitled to remove have one observer at all meetings of such committee (provided that XXXX or the FS Entities, as the case may be, shall at such time be entitled to designate at least one director to the Board pursuant to Section 4.1 hereto). Each such observer from shall be entitled to receive the same notice of any such portions meeting as any director that is a member thereof, and shall have the right to participate therein, but shall not have the right to vote on any matter or to be counted for purposes of determining whether a quorum is present thereat. In addition, each such observer shall have the right to receive copies of any action proposed to be taken by written consent of such committee without a meeting. Notwithstanding the foregoing, no action of the such committee duly taken in accordance with the laws of the State of Delaware, the Certificate of Incorporation and the By-Laws shall be affected by any failure to have provided notice to any observer of any meeting of such committee or the taking of action by such committee without a meeting. Any such observer may be required by such committee to temporarily leave a meeting of the Board committee if the presence of Directors, such observer at the Board of Managers, meeting at such time would prevent the boards of directors Company from asserting the attorney-client or equivalent governing bodies of other privilege with respect to matters discussed before the committee at such time. XXXX agrees to cause any of Echo’s Subsidiaries or any committees thereof, in each case, to the extent such observer’s presence would be likely to result in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h) shall be permitted by it to attend keep any matters observed or materials received by him or her at any meeting of such committee strictly confidential. The FS Entities agree to cause the any of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and observer designated by it to keep any committees of either of the foregoing, in each case, using the same form of communication permitted for members matters observed or materials received by them at any meeting of such Board of Directors, boards of directors and equivalent governing bodies of Echo’s Subsidiaries or any committees thereofcommittee strictly confidential.

Observers. Each Sponsor and MCK For so long as a Stockholder beneficially owns Voting Stock representing at least 5% of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall have the right, exercisable by delivering notice be entitled to the Company, to designate appoint one (1) non-voting observer individual to attend any and observe meetings of the Board of Directorsor any committee thereof in a non-voting capacity (such individuals, the boards of directors “Observers”). The Observers will be permitted (i) to attend and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing. Notice of meetings participate at each meeting of the Board or any committee of Directorswhich the Stockholder’s Director is a member, and (ii) to receive notice of each meeting of the boards Board and such committee, each written consent in lieu of directors a meeting and equivalent governing bodies copies of Echo’s Subsidiaries any materials delivered to the Directors in connection therewith at the same time and any committees thereof shall be furnished (together with all in the same manner that such notice and such materials to be are provided to the Board Directors. Under no circumstances shall any Observers be counted for purposes of Directors) voting, quorum or any other reason or be considered a Director. Each Observer shall agree to each maintain the confidentiality of all non-voting observer no later than, public information and using the same form of communication as, notice of meetings proceedings of the Board pursuant to the terms and conditions of Directorsa confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of Managers, interest with the boards Company (other than a conflict of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, as the case may be, that are furnished interest with respect to the members of relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, respectively(or such committee) to breach its fiduciary duties; provided, that Echosuch exclusion shall be limited to the portion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Company Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its Subsidiaries, as the case may be, shall applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to remove such observer compensation from such portions of a meeting of the Board of Directors, the Board of Managers, the boards of directors or equivalent governing bodies of any of Echo’s Subsidiaries or any committees thereof, in each case, to the extent such observer’s presence would be likely to result in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h) shall be permitted to attend any meeting of any of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing, in each case, using the same form of communication permitted for members of such Board of Directors, boards of directors and equivalent governing bodies of Echo’s Subsidiaries or any committees thereofCompany.

Observers. Each Sponsor and MCK shall have the right, exercisable by delivering notice The Board may from time to the Company, time provide for one or more Observers to designate one (1) participate in a non-voting observer to attend any capacity at meetings of the Board of Directorsor any Committee thereof, as determined by the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of Board. Notwithstanding the foregoing. Notice , any Observer may be excluded from access to only such portion of any Board meetings or the portion of material relating thereto if the applicable Board reasonably determines, in good faith, that such access would result in a material conflict of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof shall be furnished (together with all materials to be provided interest due to the Board of Directors) to each non-voting observer no later than, and using relationship between the same form of communication as, notice of meetings of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereofCompany or applicable Subsidiary, as the case may be, that are furnished and such Observer or, upon advice of counsel to the members of Board, such exclusion is reasonably necessary to preserve the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echo, the Company attorney-client privilege or its Subsidiaries, as the case may be, shall be entitled to remove such observer from such portions of a meeting of the Board of Directors, the Board of Managers, the boards of directors or equivalent governing bodies of any of Echo’s Subsidiaries or any committees thereofother legal privilege so long as, in each case, such Observer is notified of such determination (it being understood and agreed that, subject to the extent foregoing, the Company or such observer’s presence would be likely applicable Subsidiary will take reasonable steps to result in the waiver of minimize any attorney client privilegesuch exclusions). Any observer designated under this Section 3.1(h) shall be permitted to attend any meeting of Notwithstanding any of the forgoing, at any time that Walgreens ceases to have a right to designate a Director to the Board of Directorspursuant to Section 5.1(c)(ii) above and does not already have a right to a representative serving as an Observer pursuant to any other arrangement with the Company, the boards Company shall invite a representative of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either Walgreens to attend all meetings of the foregoingBoard or any Committee thereof as an Observer and, in each casethis respect, using shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its Directors at the same form time and in the same manner as provided to such Directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of communication permitted for members trade secrets or a conflict of interest; and provided further, that, upon a Specified Walgreens Change in Control, such Board Observer shall not be entitled to attend meetings of Directorsany Committee or to receive copies of notices, boards of directors minutes, consents, and equivalent governing bodies of Echo’s Subsidiaries or any committees thereofother materials with respect thereto.

Observers. Each Sponsor and MCK The Board shall have the rightright (but not the obligation) to authorize observers (each an “Observer”, exercisable by delivering notice to the Company, to designate one (1) non-voting observer to attend any meetings of the Board of Directorsand collectively, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing. Notice of meetings of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof shall be furnished (together with all materials to be provided to the Board of Directors“Observers”) to each non-voting observer no later than, and using the same form of communication as, notice of meetings of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, as the case may be, that are furnished to the members of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echo, the Company or its Subsidiaries, as the case may be, shall be entitled to remove such observer from such portions of a meeting of the Board of Directors, the Board of Managers, the boards of directors or equivalent governing bodies of any of Echo’s Subsidiaries or any committees thereof, in each case, to the extent such observer’s presence would be likely to result in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h) shall be permitted to attend any meeting of any the Board, each Subsidiary Governing Body, and each committee of the Board and each Subsidiary Governing Body (each such meeting, a “Meeting”). Each such Observer shall be entitled to participate in discussions of Directorsany matters presented at any Meeting, but shall not be entitled to vote on any such matters. NGR Management, or the boards applicable Subsidiary of directors NGR Management, shall give the Observers advance notice of all Meetings and equivalent governing bodies all materials given to members of Echo’s Subsidiaries the Board, any Subsidiary Governing Body and any committees such committee of either any of them. Notwithstanding the foregoing, in each case(i) the Board or any Subsidiary Governing Body (or any committee of any of them) may restrict any Person’s attendance as an Observer at any portion of a Meeting if the Board, using any Subsidiary Governing Body (or any committee of any of them), as applicable, makes a good faith determination, upon advice of outside legal counsel, that such Person has a conflict of interest with respect to the same form of communication permitted for members subject matter of such Board portion of Directors, boards the Meeting or that the attendance by such Person at such portion of directors and equivalent governing bodies of Echo’s Subsidiaries the Meeting would cause NGR Management or any committees thereofof its Subsidiaries to lose the benefit of protection in respect of what would otherwise be privileged communications, and (ii) the failure of any Observer to attend any meeting of the Board, any Subsidiary Governing Body or any committee of any of them shall not prevent any such Meeting from proceeding or otherwise affect the validity of such Meeting or any actions taken at such Meeting. The right of an Observer to observe Meetings is not Transferable or otherwise assignable to any other Person, and any purported Transfer shall be void ab initio.

Observers. Each Sponsor and MCK shall have the right, exercisable by delivering notice The Board may from time to the Company, time provide for one or more Observers to designate one (1) participate in a non-voting observer to attend any capacity at meetings of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and or any committees of either of the foregoing. Notice of meetings of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof shall be furnished (together with all materials to be provided to the Board of Directors) to each non-voting observer no later than, and using the same form of communication as, notice of meetings of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees Committee thereof, as determined by the case Board. Notwithstanding the foregoing, any Observer may be, that are furnished be excluded from access to only such portion of any Board meetings or the portion of material relating thereto (i) to the members extent a Director would similarly be excluded pursuant to this Agreement under the same facts and circumstances, or, (ii) if, upon advice of counsel to the Board of DirectorsBoard, such exclusion is reasonably necessary to preserve the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echo, the Company attorney-client privilege or its Subsidiaries, as the case may be, shall be entitled to remove such observer from such portions of a meeting of the Board of Directors, the Board of Managers, the boards of directors or equivalent governing bodies of any of Echo’s Subsidiaries or any committees thereofother legal privilege so long as, in each case, such Observer is notified of such determination (it being understood and agreed that, subject to the extent foregoing, the Company or such observer’s presence would be likely applicable Subsidiary will take reasonable steps to result minimize any such exclusions and to make alternative arrangements to provide access). Notwithstanding any of the forgoing, at any time that Walgreens ceases to have a right to designate a Director to the Board pursuant to Section 5.1(c)(ii) above and does not already have a right to a representative serving as an Observer pursuant to any other arrangement with the Company, the Company shall invite a representative of Walgreens to attend all meetings of the Board or any Committee thereof as an Observer and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its Directors at the same time and in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h) same manner as provided to such Directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided (except that such Observer shall be permitted to share such information with Walgreens, subject to execution of a customary confidentiality agreement); and provided further, that, upon a Specified Walgreens Change in Control, such Observer shall not be entitled to attend meetings of any meeting Committee or to receive copies of notices, minutes, consents, and other materials with respect thereto. Notwithstanding any of the forgoing, at any time Cigna has a right to designate a Director to the Board pursuant to 5.1(c)(iv), Cigna may elect, at its sole discretion, to have an Observer in lieu of Directorssuch designated Director for such period of time as Cigna may, in its sole discretion, determine, in which case the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either size of the foregoingBoard shall be reduced by one (unless and until Cigna exercises its right to designate a Director) and the Company shall invite a representative of Cigna to attend all meetings of the Board or any Committee thereof as an Observer and, in each casethis respect, using shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its Directors at the same form time and in the same manner as provided to such Directors; provided, however, that such representative shall agree to hold in confidence all information so provided (except that such Observer shall be permitted to share such information with Cigna, subject to execution of communication permitted for members of such Board of Directors, boards of directors and equivalent governing bodies of Echo’s Subsidiaries or any committees thereofa customary confidentiality agreement).

Observers. (a) For so long as a Stockholder beneficially owns Voting Stock representing at least 5% of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall be entitled to appoint one individual to attend and observe meetings of the Board or any committee thereof in a non- voting capacity (such individuals, “Observers”). The Observers will be permitted (i) to attend and participate at each meeting of the Board or any committee of which the Stockholder’s Director is a member, and (ii) to receive notice of each meeting of the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Sponsor Observer shall agree to maintain the confidentiality of all non-public information and MCK proceedings of the Board pursuant to the terms and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or such committee) to breach its fiduciary duties; provided, that such exclusion shall have be limited to the rightportion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, exercisable or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Company. (b) Any Observer appointed by delivering the Charter Stockholder may be removed (with or without cause) from time to time and at any time by the Charter Stockholder upon notice to the Company, any Observer appointed by the Liberty Broadband Stockholder may be removed (with or without cause) from time to designate one (1) non-voting observer time and at any time by the Liberty Broadband Stockholder upon notice to attend any meetings of the Board of DirectorsCompany, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of Observer appointed by the foregoing. Notice of meetings of Cerberus Stockholder may be removed (with or without cause) from time to time and at any time by the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof shall be furnished (together with all materials to be provided Cerberus Stockholder upon notice to the Board of Directors) to each non-voting observer no later than, and using the same form of communication as, notice of meetings of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, as the case may be, that are furnished to the members of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echo, the Company or its Subsidiaries, as the case may be, shall be entitled to remove such observer from such portions of a meeting of the Board of Directors, the Board of Managers, the boards of directors or equivalent governing bodies of any of Echo’s Subsidiaries or any committees thereof, in each case, to the extent such observer’s presence would be likely to result in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h) shall be permitted to attend any meeting of any of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing, in each case, using the same form of communication permitted for members of such Board of Directors, boards of directors and equivalent governing bodies of Echo’s Subsidiaries or any committees thereofCompany.

Observers. (a) For so long as a Stockholder beneficially owns Voting Stock representing at least 5% of the outstanding shares of Common Stock (on an as-converted basis), such Stockholder shall be entitled to appoint one individual to attend and observe meetings of the Board or any committee thereof in a non-voting capacity (such individuals, “Observers”). The Observers will be permitted (i) to attend and participate at each meeting of the Board or any committee of which the Stockholder’s Director is a member, and (ii) to receive notice of each meeting of the Board and such committee, each written consent in lieu of a meeting and copies of any materials delivered to the Directors in connection therewith at the same time and in the same manner that such notice and such materials are provided to the Directors. Under no circumstances shall any Observers be counted for purposes of voting, quorum or any other reason or be considered a Director. Each Sponsor Observer shall agree to maintain the confidentiality of all non-public information and MCK proceedings of the Board pursuant to the terms and conditions of a confidentiality agreement in the form attached hereto as Exhibit A. Notwithstanding any rights to be granted or provided to the Observers hereunder, the Company may exclude an Observer from access to any Board or committee materials or information or meeting or portion thereof or written consent if the Board or applicable committee determines, in good faith, that including such Observer in discussions relating to such determination (but not requiring the affirmative vote of such Observer) and/or that such access would reasonably be expected to (i) adversely affect the attorney-client privilege between the Company, the Board or any committee thereof and such Person’s counsel, (ii) result in a conflict of interest with the Company (other than a conflict of interest with respect to the relevant Stockholder’s ownership interest in the Company or rights under the documents entered into in connection with the Transactions) or (iii) cause the Board (or such committee) to breach its fiduciary duties; provided, that such exclusion shall have be limited to the rightportion of the Board or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board or committee material or information and/or meeting or written consent that does not involve or pertain to such exclusion; provided that the Board shall treat all similarly situated Observers equally such that no Observer shall be excluded unless all other Observers whose participation in such meeting of the Board, exercisable or portions thereof, or receipt of such information, or portions thereof, would result in a similar concern are also excluded. The decision of the Board (or such committee) shall be final and binding on the parties hereto, and each Stockholder hereby waives any objection to such decision and agrees to cause its applicable Observer to not interpose any objection to any such decision. The Observers will not be entitled to compensation from the Company. (b) Any Observer appointed by delivering the Charter Stockholder may be removed (with or without cause) from time to time and at any time by the Charter Stockholder upon notice to the Company, any Observer appointed by the Qurate Stockholder may be removed (with or without cause) from time to designate one (1) non-voting observer time and at any time by the Qurate Stockholder upon notice to attend any meetings of the Board of DirectorsCompany, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of Observer appointed by the foregoing. Notice of meetings of Cerberus Stockholder may be removed (with or without cause) from time to time and at any time by the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof shall be furnished (together with all materials to be provided Cerberus Stockholder upon notice to the Board of Directors) to each non-voting observer no later than, and using the same form of communication as, notice of meetings of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, as the case may be, that are furnished to the members of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echo, the Company or its Subsidiaries, as the case may be, shall be entitled to remove such observer from such portions of a meeting of the Board of Directors, the Board of Managers, the boards of directors or equivalent governing bodies of any of Echo’s Subsidiaries or any committees thereof, in each case, to the extent such observer’s presence would be likely to result in the waiver of any attorney client privilege. Any observer designated under this Section 3.1(h) shall be permitted to attend any meeting of any of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing, in each case, using the same form of communication permitted for members of such Board of Directors, boards of directors and equivalent governing bodies of Echo’s Subsidiaries or any committees thereofCompany.

Observers. Each Sponsor and MCK One or more non-voting observers to the Board and/or its committees may be selected by the Shareholders. Any such observer shall have hold such position until the rightobserver’s successor is selected, exercisable or until the observer’s resignation or removal. An observer may resign by delivering written notice to the CompanyCorporation. The resignation is effective on its receipt by the Corporation or at a subsequent time as set forth in the notice of resignation. Subject to the provisions of any Shareholder Agreement, to designate one (1) non-voting an observer may be removed, with or without cause, by the Shareholders, and thereupon the term of the observer who shall have been so removed shall forthwith terminate. Each observer shall be entitled to attend any all meetings (including telephonic meetings) of the Board and the Board’s committees to which it has been granted observer rights. Each observer shall be entitled to receive (x) notices of all meetings of the Board of Directors, and the boards of directors Board’s committees to which it has been granted observer rights and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing. Notice of meetings of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof shall be furnished (together with y) all materials to be provided to the Board of Directors) to each non-voting observer no later than, and using the same form of communication as, notice of meetings of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, as the case may be, that are furnished information delivered to the members of the Board and the Board’s committees to which it has been granted observer rights in connection with such meetings, in each case to the extent and at the same time such notice and information is delivered to the members of Directorsthe Board and its committees. Notwithstanding the foregoing, the Chairperson of the Board of Managers, (if the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and office is filled) or the President & CEO shall (a) excuse any committees thereof, respectively; provided, that Echo, the Company or its Subsidiaries, as the case may be, shall be entitled to remove such observer from such portions any portion of a Board meeting or a meeting of the Board of Directors, the Board of Managers, the boards of directors or equivalent governing bodies of any of Echo’s Subsidiaries or any its committees thereof, in each case, to the extent such observer’s presence would be participation in such meeting is reasonably likely to result in adversely affect the waiver of any attorney attorney/client privilege. Any observer designated under this Section 3.1(h) shall be permitted to attend any meeting of any privilege of the Board of Directors, the boards of directors Corporation and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoing, in each case, using the same form of communication permitted for members of such Board of Directors, boards of directors and equivalent governing bodies of Echo’s Subsidiaries or any committees thereof.its legal advisors and

Observers. Each (a) Sponsor Observer. Parent agrees that until such time as Sponsor and MCK its Affiliates no longer beneficially own at least 1% of the outstanding shares of Parent Common Stock (“Sponsor Observer Termination Event”), Sponsor shall have the right, exercisable by delivering notice to but not the Companyobligation, to designate one an individual (1any such individual, the “Sponsor Observer”) to attend all meetings of the Board in a non-voting voting, observer capacity. (b) Greensoil Director Nominee. Parent agrees that until such time as Greensoil and its Affiliates no longer beneficially own at least 1% of the outstanding shares of Parent Common Stock (“Greensoil Observer Termination Event”), Greensoil shall have the right, but not the obligation, to designate an individual (any such individual, the “Greensoil Observer”) to attend all meetings of the Board in a non-voting, observer capacity. (c) Process. Parent shall provide to each Designated Observer notice of any meetings of the Board of DirectorsBoard, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either a copy of the foregoing. Notice of meetings of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof shall be furnished (together with all meeting materials to be provided to the Board of Directors) to each non-voting observer no later than, and using at the same form of communication as, notice of meetings of the Board of Directors, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, time as the case may be, that are furnished provided to the members of the Board of in their capacity as such, and shall provide each Designated Observer with the same rights to expense reimbursement that it provides to the Designated Directors. Notwithstanding the above, the Board of Managers, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees thereof, respectively; provided, that Echo, the Company or its Subsidiaries, as the case may be, each Designated Observer shall not be entitled to remove such observer from such portions of a meeting of the Board of Directorsattend and otherwise participate in, the Board of Managers, the boards of directors or equivalent governing bodies of any of Echo’s Subsidiaries or any committees thereof, in each caseand shall, to the extent applicable, waive notice of and recuse themselves from, such observer’s presence would meetings or portions thereof and shall not be likely entitled to result in the waiver of receive any attorney client privilege. Any observer designated under this Section 3.1(h) shall be permitted to attend any meeting of any of the Board of Directors, the boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the foregoinginformation, in each case, using case (i) if Parent believes based on the same form good faith written advice of communication permitted for members outside counsel that providing such information would violate applicable Law (in which case Parent shall notify Greensoil and/or Sponsor of such Board belief and Parent, Greensoil and/or Sponsor shall consult and cooperate in good faith in determining whether Parent is legally prohibited from providing such information to such Designated Observer), or (ii) where Parent determines based upon good faith written advice from outside counsel that providing such information (A) would reasonably be expected to jeopardize an attorney- client privilege or cause a loss of Directorsattorney work product protection or (B) would violate a contractual confidentiality obligation to any third party; provided, boards that, Parent uses reasonable best efforts and cooperates in good faith with each Designated Observer to develop and implement reasonable alternative arrangements to provide each Designated Observer with the intended benefits of directors this Section 3.4. (d) No Fidiciary Duties. Parent acknowledges and equivalent governing bodies of Echo’s Subsidiaries agrees that each Designated Observer will not owe any fiduciary duties or any committees thereofother similar obligations or duties, including in law or equity, to Parent, its subsidiaries, or its stockholders and may act at all times in the best interests of Greensoil or Sponsor, respectively.