Common use of Observers Clause in Contracts

Observers. One or more non-voting observers to the Board and/or its committees may be selected by the Shareholders. Any such observer shall hold such position until the observer’s successor is selected, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. 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, 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 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 and the Board’s committees to which it has been granted observer rights and (y) all 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 the Board and its committees. Notwithstanding the foregoing, the Chairperson of 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 its legal advisors and (b) withhold information from any observer delivered to the Board and the Board’s committees to which it has been granted observer rights prior to a meeting of the Board or, as the case may be, such committee, in each case if the Chairperson of the Board (if the office is filled) or the President & CEO believes there is a reasonable likelihood that the receipt of such information by the observer may adversely affect the attorney/client privilege of the Corporation and its legal advisors.

Observers. One or more Each Sponsor and MCK shall have the right, exercisable by delivering notice to the Company, to designate one (1) non-voting observers to the Board and/or its committees may be selected by the Shareholders. Any such observer shall hold such position until the observer’s successor is selected, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. 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, 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 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 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 Board’s committees to which it has been granted observer rights and (y) all information delivered to the members foregoing. Notice of meetings of the Board of Directors, the boards of directors and the Boardequivalent governing bodies of Echo’s Subsidiaries and any committees thereof shall be furnished (together with all materials to which it has been granted observer rights in connection with such meetings, in each case be provided to the extent Board of Directors) to each non-voting observer no later than, and at using the same time such form of communication as, notice and information is delivered to the members of meetings of the Board and its committees. Notwithstanding the foregoingof Directors, the Chairperson Board of Managers, the Board (if the office is filled) or the President & CEO shall (a) excuse boards of directors and equivalent governing bodies of Echo’s Subsidiaries and 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 its legal advisors and (b) withhold information from any observer delivered to the Board and the Board’s committees to which it has been granted observer rights prior to a meeting of the Board orthereof, 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 committeeobserver 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 if case, to the Chairperson 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 (if of Directors, the office is filled) or boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the President & CEO believes there is a reasonable likelihood that foregoing, in each case, using the receipt same form of communication permitted for members of such information by the observer may adversely affect the attorney/client privilege Board of the Corporation Directors, boards of directors and its legal advisorsequivalent governing bodies of Echo’s Subsidiaries or any committees thereof.

Observers. One or more non-voting observers (a) Prior to the Board and/or its committees may be selected by IPO, the Shareholders. Any such observer shall hold such position until the observer’s successor is selectedFS Entities, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. 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 Agreementcollectively, 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 have two observers in addition to the FS Director (the "FS -- Observers") at all regular and special meetings (including telephonic meetings) of the Board for so long as the --------- FS Entities, collectively, beneficially own Common Stock representing at least 7.5% of the outstanding Common Stock. (b) Prior to the IPO and solely for so long as needed by DLJ, upon the Board’s committees advice of counsel, to which it has been granted maintain its qualification as a "Venture Capital Operating Company" pursuant to Section 29 C.F.R. (S) 2510.3, the DLJ Parties, by vote of a majority of the outstanding Restricted Securities held by the DLJ Parties, shall be entitled to have one observer rights(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 the 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, if any, relating to attendance at such meetings but only to the same extent that the Company reimburses the non-employee members of the Board for such attendance expenses. Each observer Observer shall be entitled to receive (x) notices the same notice of all meetings any 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 and the Board’s committees to which it has been granted observer rights and (y) all 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 the Board and its committeeswithout a meeting. Notwithstanding the foregoing, the Chairperson no action of the Board (if duly taken in accordance with the office is filled) 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 President & CEO shall (a) excuse any observer from any portion taking 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 its legal advisors and (b) withhold information from any observer delivered to action by the Board and without a meeting. Any Observer may be required by the Board’s committees Board to which it has been granted observer rights prior to temporarily leave a meeting of the Board orif the presence of 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 right set forth in Section 4.1(g) hereto, XXXX or the FS Entities, as the case may be, shall be entitled to have one observer at all meetings of such committeecommittee (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 shall be entitled to receive the same notice of any such 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 each case 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 committee if the Chairperson of the Board (if the office is filled) or the President & CEO believes there is a reasonable likelihood that the receipt presence of such information by observer at the observer may adversely affect meeting at such time would prevent the Company from asserting the attorney/-client or other privilege with respect to matters discussed before the committee at such time. XXXX agrees to cause any observer designated by it to 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 Corporation and its legal advisorsany observer designated by it to keep any matters observed or materials received by them at any meeting of such committee strictly confidential.

Observers. One or more non-voting observers (a) Prior to an IPO, the Board and/or its committees may be selected by the Shareholders. Any such observer shall hold such position until the observer’s successor is selectedFS Entities, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. 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 Agreementcollectively, 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 have two observers in addition to the FS Director (the "FS Observers") at all ------------ regular and special meetings (including telephonic meetings) of the Board for so long as the FS Entities, collectively, beneficially own Common Stock representing at least 7.5% of the outstanding Common Stock. (b) Prior to an 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 DLJ Investors, by vote of a majority of the outstanding Restricted Securities held by the DLJ Investors, shall be entitled to have one observer (the "DLJ Observer", and together with ------------ the FS Observers and the Board’s committees CalPERS Observer referred to which it has been granted below, the "Observers") at --------- all regular and special meetings of the Board for so long as the DLJ Investors, collectively, beneficially own (i) Restricted Securities representing at least 1.0% of the outstanding Common Stock or (ii) a majority in principal amount of the Notes. (c) Prior to an IPO, CalPERS shall be entitled to have one observer rights(the "CalPERS Observer") at all regular and special meetings of the Board for so ---------------- long as CalPERS or its Affiliates beneficially own any shares of Common Stock. (d) The Company shall reimburse each Observer for out-of-pocket expenses, if any, relating to attendance at such meetings and shall reimburse each Material Securityholder for the out-of-pocket expenses, if any , relating to one representative of such Material Securityholder attending each shareholder meeting of the Company. Each observer Observer shall be entitled to receive (x) notices the same notice of all meetings any 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 and the Board’s committees to which it has been granted observer rights and (y) all 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 the Board and its committeeswithout a meeting. Notwithstanding the foregoing, the Chairperson no action of the Board (if duly taken in accordance with the office is filled) 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 President & CEO shall (a) excuse any observer from any portion taking 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 its legal advisors and (b) withhold information from any observer delivered to action by the Board and without a meeting. Any Observer may be required by the Board’s committees Board to which it has been granted observer rights prior to temporarily leave a meeting of the Board orif the presence of 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, subject to applicable law. The DLJ Investors 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, subject to applicable law. CalPERS agrees to cause the CalPERS Observer to keep any matters observed or materials received by him or her at any meeting of the Board strictly confidential, subject to applicable law. (e) With respect to each committee of the Board for which XXXX or the FS Entities agrees in writing to waive its right set forth in Section 4.1(g) hereto, XXXX or the FS Entities, as the case may be, shall be entitled to have one observer at all meetings of such committeecommittee (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 shall be entitled to receive the same notice of any such 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 each case 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 committee if the Chairperson of the Board (if the office is filled) or the President & CEO believes there is a reasonable likelihood that the receipt presence of such information by observer at the observer may adversely affect meeting at such time would prevent the Company from asserting the attorney/-client or other privilege with respect to matters discussed before the committee at such time. XXXX agrees to cause any observer designated by it to 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 Corporation and its legal advisorsany observer designated by it to keep any matters observed or materials received by them at any meeting of such committee strictly confidential.

Observers. One or more non-voting observers to the Board and/or its committees may be selected by the Shareholders. Any such observer shall hold such position until the observer’s successor is selected, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. 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, an observer may be removed, with or without cause, by the Shareholders, and thereupon the term Each of the observer who Key Investor Stockholders, Resource America, Xxxxxxxx and Constitution shall have been the right, for so removed shall forthwith terminate. Each observer shall be entitled long as such Key Investor Stockholder, Resource America, Xxxxxxxx or Constitution (together with each of their respective Affiliates and Permitted Transferees) continues to attend all meetings hold at least five percent (including telephonic meetings5%) of the Board and Common Stock acquired by such Key Investor Stockholder, Resource America, Xxxxxxxx or Constitution (including, for purposes of such calculation, the Board’s committees number of Common Shares issuable upon conversion of all Preferred Stock, if any, owned by such Key Investor Stockholder, Resource America, Xxxxxxxx or Constitution without regard to which it has been granted observer rights. Each observer shall be entitled any limitations on conversion that may apply pursuant to the terms of the Preferred Stock) in the Private Placement, to designate one (1) person (in addition to any Director designated by such Key Investor Stockholder, Xxxxxxxx or Constitution) to receive Board materials and to attend meetings of the Board and, with respect only to the Key Investor Stockholders, to the board of directors of any Subsidiary of the Company and any committee thereof in which that Key Investor Stockholder’s Investor Designee serves, in each case as observers (x) notices of all each, an “Observer”); provided, however, that Observers will not be directors and shall attend meetings of the Board and the Board’s committees any committee thereof solely as observers, and will not participate or have any voting rights to which it has been granted observer rights directors are entitled. Each Key Investor Stockholder, Resource America, Xxxxxxxx and Constitution shall have the right to remove and replace its Observer at any time and from time to time. The Company shall furnish to each Observer (A) notices of Board of Director (or any applicable committee thereof) meetings no later than, and using the same form of communication as, notice of Board of Director (or any applicable committee thereof) meetings are furnished to directors and (yB) all information delivered to the members copies of any materials prepared for meetings of the Board and of Directors (or any applicable committee thereof) that are furnished to the Board’s committees directors no later than the time such materials are furnished to which it has been granted observer rights the directors; provided that failure to deliver notice, or materials, to such Observer in connection with any such meetingsObserver’s right to attend and/or review materials with respect to, in each case to the extent and at the same time such notice and information is delivered to the members of the Board and its committees. Notwithstanding the foregoing, the Chairperson of 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 its legal advisors and (b) withhold information from any observer delivered to the Board and the Board’s committees to which it has been granted observer rights prior to a meeting of the Board or, as of Directors (or any applicable committee thereof) shall not impair the case may be, validity of any action taken by the Board of Directors (or any applicable committee thereof) at such committee, in each case if the Chairperson meeting. Each Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Board (if the office is filled) Company generally applicable to directors or the President & CEO believes there is a reasonable likelihood that the receipt of such information by the observer may adversely affect the attorney/client privilege officers of the Corporation and its legal advisorsCompany.

Observers. One or more non-voting observers (a) In addition to the Board and/or its committees may be selected by the Shareholders. Any such observer shall hold such position until the observer’s successor is selected, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. 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 other rights under this Agreement, 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 Naxos shall be entitled to attend all meetings designate one (including telephonic meetings1) of non-voting observer, who is initially expected to be Mr. Xxxxxx Xxxxx (the Board “Naxos Observer”) and the Board’s committees to which it has been granted observer rights. Each observer Mitsui CVP shall be entitled to receive designate one (x1) notices non-voting observer (the “Mitsui Observer”). The Board may allow for one (1) additional non-voting observer, acting as representative of an Investor other than Naxos and Mitsui CVP or of other group(s) of Shareholders (the “Other Observer”, and collectively with the Naxos Observer and the Mitsui Observer, the “Observers”). (b) The Observers shall be entitled to be present at all meetings of the Board (and the Board’s committees to which it has been granted observer rights and each committee thereof) (y) each, a “Corporation Governing Body”), as well as at all information delivered to the members meetings of the Board board of directors (or similar governing body) of all direct and indirect Subsidiaries of the Board’s committees to which it has been granted observer rights in connection with Corporation (and each committee thereof) (each, a “Subsidiary Governing Body”). The Corporation shall notify the Observers of each meeting of each Corporation Governing Body and each meeting of each Subsidiary Governing Body, including the time and place of such meetingsmeeting, in each case to the extent same manner and at the same time such notice and information is delivered to times as the members of the Board and its committees. Notwithstanding the foregoing, the Chairperson of the Board (if the office is filled) such Corporation Governing Body 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 its legal advisors and (b) withhold information from any observer delivered to the Board and the Board’s committees to which it has been granted observer rights prior to a meeting of the Board orSubsidiary Governing Body, as the case may be, such committee, in each case if are notified. (c) Each Observer shall (i) have the Chairperson of same access to information concerning the Board (if the office is filled) or the President & CEO believes there is a reasonable likelihood that the receipt of such information by the observer may adversely affect the attorney/client privilege business and operations of the Corporation and its legal advisorsSubsidiaries, including, but not limited to, notes, minutes and consents, at the same times as the members of each Corporation Governing Body or Subsidiary Governing Body may receive access to such information, (ii) be entitled to participate in discussions of the affairs, finances and accounts of, and consult with, and make proposals and furnish advice to, the Corporation Governing Bodies and the Subsidiary Governing Bodies, and the members of the Corporation Governing Bodies and the Subsidiary Governing Bodies and the Corporation shall use its best efforts to cause the officers of the Corporation and its Subsidiaries to take such proposals or advice seriously and give due consideration thereto, provided, that nothing herein is intended to require compliance with any such proposal or advice or to impose liability for any failure so to comply, and (iii) be provided with copies of all notices, minutes, consents, and forms of consents in lieu of meetings of the Corporation Governing Bodies and the Subsidiary Governing Bodies and all other material that the Corporation or any of its Subsidiaries provides to members of any Corporation Governing Body or Subsidiary Governing Body as such, in each case at the same time or times as such notices, minutes, consents or forms are issued or circulated by or to, or such other material is provided to, such members.

Observers. One or more Each Sponsor and MCK shall have the right, exercisable by delivering notice to the Company, to designate one (1) non-voting observers to the Board and/or its committees may be selected by the Shareholders. Any such observer shall hold such position until the observer’s successor is selected, or until the observer’s resignation or removal. An observer may resign by written notice to the Corporation. 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, 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 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 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 Board’s committees to which it has been granted observer rights and (y) all information delivered to the members foregoing. Notice of meetings of the Board of Directors, the boards of directors and the Boardequivalent governing bodies Table of Contents of Echo’s Subsidiaries and any committees thereof shall be furnished (together with all materials to which it has been granted observer rights in connection with such meetings, in each case be provided to the extent Board of Directors) to each non-voting observer no later than, and at using the same time such form of communication as, notice and information is delivered to the members of meetings of the Board and its committees. Notwithstanding the foregoingof Directors, the Chairperson boards of the Board (if the office is filled) or the President & CEO shall (a) excuse directors and equivalent governing bodies of Echo’s Subsidiaries and 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 its legal advisors and (b) withhold information from any observer delivered to the Board and the Board’s committees to which it has been granted observer rights prior to a meeting of the Board orthereof, as the case may be, that are furnished to the members of the Board of Directors, 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 committeeobserver from such portions of a meeting of the Board of Directors, the boards of directors or equivalent governing bodies of any of Echo’s Subsidiaries or any committees thereof, in each case if case, to the Chairperson 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(g) shall be permitted to attend any meeting of any of the Board (if of Directors, the office is filled) or boards of directors and equivalent governing bodies of Echo’s Subsidiaries and any committees of either of the President & CEO believes there is a reasonable likelihood that foregoing, in each case, using the receipt same form of communication permitted for members of such information by the observer may adversely affect the attorney/client privilege Board of the Corporation Directors, boards of directors and its legal advisorsequivalent governing bodies of Echo’s Subsidiaries or any committees thereof.

Observers. One Each Purchaser who purchases at least 531,915 shares of Series A Convertible Preferred Stock, and so long as such Purchaser continues to beneficially own at least 531,915 shares of Series A Convertible Preferred Stock or more non-voting observers Common Stock (as adjusted for a Recapitalization Event), may designate one person to the Board and/or its committees may be selected by the Shareholders. Any such serve as an observer shall hold such position until the observer’s successor is selected, or until the observer’s resignation or removal(an "OBSERVER"). An observer may resign by written notice to the Corporation. 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, 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 (i) to attend receive the same notice in respect of all meetings (including telephonic meetingsboth regular and special) of the Board of Directors and each committee thereof (other than the Board’s committees Audit Committee and Compensation Committee) as required to which it has been granted observer rights. Each observer shall be entitled furnished to receive members of the Board of Directors of such committee by law or by the Certificate of Incorporation or the Bylaws of the Company, (xii) notices of to attend all meetings of the Board of Directors and each committee thereof (other than the Board’s committees Audit Committee and Compensation Committee), (iii) to which it has been granted observer rights and (y) receive all information delivered and reports which are furnished to the members of the Board of Directors and each committee thereof (including the Board’s committees to which it has been granted observer rights in connection with such meetings, in each case to the extent Audit Committee and Compensation Committee) at the same time such notice so furnished, and information is delivered (iv) to the members participate in all discussions conducted at meetings of the Board of Directors and its committeeseach committee thereof (other than the Audit Committee and Compensation Committee). Notwithstanding In the foregoingevent that the directors are discussing or voting on matters that directly relate to any business dealings between the Company and (i) any Purchaser beneficially owning at least 531,915 shares of Series A Convertible Preferred Stock or (ii) any other vendor that competes with a Purchaser that has observer rights hereunder, the Chairperson Board may recuse all (but not less than all) of the Board Observers until such matters have been concluded. An Observer may share any information gained from presence at such meetings with the Purchaser that designated such Observer and such Purchaser's employees, officers, directors, attorneys and advisors (if collectively, the office is filled) or "PURCHASER'S REPRESENTATIVES"), but such information shall otherwise be kept confidential by the President & CEO shall (a) excuse any observer from any portion of a Board meeting or a meeting of its committees Observer, Purchaser and Purchaser's Representatives to the same extent such observer’s participation in such meeting is reasonably likely to adversely affect the attorney/client privilege of the Corporation and its legal advisors and (b) withhold that financial information from any observer delivered or other confidential information with regard to the Board and the Board’s committees Company is required to which it has been granted observer rights prior to a meeting of the Board or, as the case may be, such committee, be kept confidential in each case if the Chairperson of the Board (if the office is filled) or the President & CEO believes there is a reasonable likelihood that the receipt of such information by the observer may adversely affect the attorney/client privilege of the Corporation and its legal advisorsaccordance with SECTION 7.3.

Observers. (a) The Observers on the Steering Committee shall be as follows: (i) One (1) representative selected (and from time to time replaced) by MCC (the “MCC Observer”); provided that MCC may designate an alternate representative to attend one or more non-voting observers meetings of the Steering Committee at MCC's discretion; (ii) The Director of the Environment Unit; and (iii) The General Manager of the Vanuatu Tourism Office (together with the Director of the Environment Unit, “Other Observers”). (b) Each of the Observers may designate an alternate representative to attend one or more meetings of the Board and/or its committees may Steering Committee in the event that such Observer is unable to attend. Each Other Observer shall serve in his or her capacity as a Government official and not in his or her personal capacity. If a person serving as an Other Observer resigns or is removed from such Government office, that person's position as an Observer will be selected taken by such person's successor in such Government office or, subject to approval by the Shareholders. Any such observer Government and MCC, by another government official of comparable rank from a ministry or other government body relevant to Program activities. (c) The Observers shall hold such position until the observer’s successor is selected, or until the observer’s resignation or removal. An observer may resign by written notice not have any voting rights with respect to the Corporation. The resignation is effective on its receipt any action to be taken by the Corporation or at a subsequent time Steering Committee. Except as set forth otherwise expressly provided in the notice of resignation. Subject to the provisions of any Shareholder this Agreement, an observer may be removed, with or without cause, by the Shareholders, and thereupon the term of the observer who each Observer shall have been so removed shall forthwith terminate. Each observer shall be entitled the right to attend all meetings of the Steering Committee, participate in discussions of the Steering Committee, and receive all information and documents provided to the Steering Committee, together with any other rights (other than voting rights) granted to a Voting Member of the Steering Committee pursuant to this Agreement, including telephonic meetingsaccess to records, employees or facilities. (d) Each of the Government and MCA-Vanuatu hereby waives and releases all claims related to any liability or action arising out of each Observer's role as a non-voting observer on the Steering Committee. In all matters arising under or relating to the Compact, this Agreement, or the activities of MCA-Vanuatu, the MCC Observer shall not, in accordance with Section 3(d)(ii)(5) of Annex 1 of the Board Compact, be subject to the jurisdiction of the courts or any other body of Vanuatu, nor to any arbitral body, and the Board’s committees to which it has been granted observer rights. Each observer nothing in such agreements or activities shall be entitled to receive (x) notices of all meetings of the Board and the Board’s committees to which it has been granted observer rights and (y) all 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 the Board and its committees. Notwithstanding the foregoing, the Chairperson of 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 its legal advisors and (b) withhold information from any observer delivered to the Board and the Board’s committees to which it has been granted observer rights prior to a meeting of the Board or, construed as the case may be, consent by an MCC Observer to any such committee, in each case if the Chairperson of the Board (if the office is filled) or the President & CEO believes there is a reasonable likelihood that the receipt of such information by the observer may adversely affect the attorney/client privilege of the Corporation and its legal advisorsjurisdiction.