Common use of Observers Clause in Contracts

Observers. For so long as Sequoia or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Sequoia shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Sequoia Observer”). For so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Greenwoods shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Greenwoods Observer”). For so long as DST or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia Observer, the Greenwoods Observer, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of all notices, minutes, consents, and other materials that the Company provides to any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Board; provided, however, that the Observers shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if the Company believes, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled to be reimbursed for all reasonable out-of-pocket expenses incurred in connection with attending board or committee meetings.

Observers. For so long as Sequoia or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares(a) Prior to an IPO, Sequoia the FS Entities, collectively, shall be entitled to appoint one observer have two observers in addition to attend the FS Director (the "FS Observers") at all regular and special meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Sequoia Observer”). For for so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Sharesthe FS Entities, Greenwoods shall be entitled to appoint one observer to attend all meetings collectively, beneficially own Common Stock representing at least 7.5% of the Board outstanding Common Stock. (b) Prior to an IPO and all subcommittees of the Board, in a non-voting observer capacity (the “Greenwoods Observer”). For solely for so long as DST or any needed by DLJ, upon the advice of counsel, to maintain its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled qualification as a "Venture Capital Operating Company" pursuant to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”)Section 29 C.F.R. ss. For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia Observer2510.3, the Greenwoods ObserverDLJ Investors, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of all notices, minutes, consents, and other materials that the Company provides to any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Board; provided, however, that the Observers shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if outstanding Restricted Securities held by the Company believesDLJ Investors, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled to have one observer (the "DLJ Observer", and together with the FS Observers and the CalPERS Observer referred to 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 reimbursed entitled to have one observer (the "CalPERS Observer") at all regular and special meetings of the Board for all reasonable 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 incurred 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 shall be entitled to receive the same notice of 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 without a meeting. Notwithstanding the foregoing, no action of the Board duly taken in connection accordance with attending board 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 action by the Board without a meeting. Any Observer may be required by the Board to temporarily leave a meeting of the Board if 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 mattexx xxxxrved 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 meetingsof the Board for which BLUM or the FS Entities agrees in writing to waive its right set forth in Section 4.1(g) hereto, BLUM or the FS Entities, as the case may be, shall be entitled to have one observer at all meetings of such committee (provided that BLUM 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 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 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 committee at such time. BLUM 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 any observer designated by it to keep any matters observed or materials received by them at any meeting of such committee strictly confidential.

Observers. For so long as Sequoia or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares(a) Prior to an IPO, Sequoia the FS Entities, collectively, shall be entitled to appoint one observer have two observers in addition to attend the FS Director (the "FS Observers") at all ------------ regular and special meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Sequoia Observer”). For for so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Sharesthe FS Entities, Greenwoods shall be entitled to appoint one observer to attend all meetings collectively, beneficially own Common Stock representing at least 7.5% of the Board outstanding Common Stock. (b) Prior to an IPO and all subcommittees of the Board, in a non-voting observer capacity (the “Greenwoods Observer”). For solely for so long as DST or any needed by DLJ, upon the advice of counsel, to maintain its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled qualification as a "Venture Capital Operating Company" pursuant to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity Section 29 C.F.R. (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia ObserverS) 2510.3, the Greenwoods ObserverDLJ Investors, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of all notices, minutes, consents, and other materials that the Company provides to any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Board; provided, however, that the Observers shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if outstanding Restricted Securities held by the Company believesDLJ Investors, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled to have one observer (the "DLJ Observer", and together with ------------ the FS Observers and the CalPERS Observer referred to 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 reimbursed entitled to have one observer (the "CalPERS Observer") at all regular and special meetings of the Board for all reasonable 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 incurred 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 shall be entitled to receive the same notice of 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 without a meeting. Notwithstanding the foregoing, no action of the Board duly taken in connection accordance with attending board 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 action by the Board without a meeting. Any Observer may be required by the Board to temporarily leave a meeting of the Board if 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 meetingsof 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 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 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 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 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 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 any observer designated by it to keep any matters observed or materials received by them at any meeting of such committee strictly confidential.

Observers. For so long as Sequoia (A) Each Shareholder shall have the right to appoint and dismiss up to two representatives (who shall each be an employee of that Shareholder, that Shareholder's Ultimate Parent or of any Wholly-owned Affiliate of that Shareholder's Ultimate Parent or of any member of its Affiliates holds any Preferred Shares Group or Ordinary Shares issued upon conversion a director or an officer of Preferred Sharesthat Shareholder's Ultimate Parent, Sequoia shall be entitled to appoint one observer provided that no such representative is a member of the Executive Management) to attend all meetings of each of the Board and all subcommittees board meetings of each member of the Company’s Group, and meetings of each of their respective committees (the “Observers”). (B) Each Observer is entitled to speak but not vote or count in the quorum for any such meeting (unless that Observer has been appointed a member of a committee of the Board, in a non-voting observer capacity (which case that Observer may vote and count in the “Sequoia Observer”quorum for any such meeting of that committee). For so long Each Observer shall have the right to receive notice of meetings, and to receive the same information, in the same form and at the same time as Greenwoods the relevant directors or members of the relevant committee. (C) Before an Observer is appointed by a Shareholder, he or she must enter into a confidentiality undertaking in favour of the Company in the form approved by the Board from time to time and the appointing Shareholder shall procure that the Observer complies with the terms of that confidentiality undertaking. (D) The appointment and dismissal of any Observer shall take effect upon delivery of written notice signed by the appointing Shareholder to the Company (with a copy to the other Shareholder). (E) An Observer may appoint one other person (who shall also be an employee of a Shareholder or of any member of its Group) to be their alternate, provided that such alternate has entered into a confidentiality undertaking on the terms described above in clause 8.10(C) and the appointing Shareholder shall procure that the alternate complies with the terms of the confidentiality undertaking, and such appointment may be for a specific meeting or for a specific or indefinite duration. If an Observer is replaced or dismissed, any alternate appointed by such Observer shall automatically be dismissed as such. (F) The rights of the Observer in clauses 8.10(A) and 8.10(B) shall not apply in respect of any Shareholder Dispute Matter involving the Shareholder who appointed him or any member of its Affiliates holds Group. (G) If an Observer is, in any Preferred Shares way, directly or Ordinary Shares issued upon conversion indirectly, interested in an existing or a proposed transaction or arrangement with the Company, he must declare the nature and extent of Preferred Sharesthat interest to the Directors and, Greenwoods in the case of a proposed transaction or arrangement, he must make such declaration before the transaction or arrangement is entered into and, provided he has done so, the Observer shall be entitled to appoint one observer attend meetings and receive information relating to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Greenwoods Observer”). For so long as DST that transaction or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia Observer, the Greenwoods Observer, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of all notices, minutes, consents, and other materials that the Company provides to any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Board; provided, however, that the Observers shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if the Company believes, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled to be reimbursed for all reasonable out-of-pocket expenses incurred in connection with attending board or committee meetingsarrangement.

Observers. For so long as Sequoia or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares(a) Prior to the IPO, Sequoia the FS Entities, collectively, shall be entitled to appoint one observer have two observers in addition to attend the FS Director (the "FS Observers") at all regular and special meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Sequoia Observer”). For for so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Sharesthe FS Entities, Greenwoods shall be entitled to appoint one observer to attend all meetings collectively, beneficially own Common Stock representing at least 7.5% of the Board outstanding Common Stock. (b) Prior to the IPO and all subcommittees of the Board, in a non-voting observer capacity (the “Greenwoods Observer”). For solely for so long as DST or any needed by DLJ, upon the advice of counsel, to maintain its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled qualification as a "Venture Capital Operating Company" pursuant to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia ObserverSection 29 C.F.R. 2510.3, the Greenwoods ObserverDLJ Parties, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of all notices, minutes, consents, and other materials that the Company provides to any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Board; provided, however, that the Observers shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if outstanding Restricted Securities held by the Company believesDLJ Parties, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled to be reimbursed have one observer (the "DLJ Observer", and together with the FS Observers, the "Observers") at all regular and special meetings of the Board for all reasonable 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 incurred 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 shall be entitled to receive the same notice of 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 without a meeting. Notwithstanding the foregoing, no action of the Board duly taken in connection accordance with attending board 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 action by the Board without a meeting. Any Observer may be required by the Board to temporarily leave a meeting of the Board if 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 meetingsof the Board for which BLUM or the FS Entities agrees in writing to waive its rxxxx set forth in Section 4.1(g) hereto, BLUM or the FS Entities, as the case may be, shall be enxxxxed to have one observer at all meetings of such committee (provided that BLUM or the FS Entities, as the case may be, shall at suxx xime 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 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 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 committee at such time. BLUM agrees to cause any observer designated by it to kexx xny 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 observer designated by it to keep any matters observed or materials received by them at any meeting of such committee strictly confidential.

Observers. For so long as Sequoia or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred SharesPrior to an IPO, Sequoia the FS Entities, collectively, shall be entitled to appoint one observer have two observers in addition to attend the FS Director (the "FS Observers") at all regular and special meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Sequoia Observer”). For for so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Sharesthe FS Entities, Greenwoods shall be entitled to appoint one observer to attend all meetings collectively, beneficially own Common Stock representing at least 7.5% of the Board outstanding Common Stock. Prior to an IPO and all subcommittees of the Board, in a non-voting observer capacity (the “Greenwoods Observer”). For solely for so long as DST or any needed by DLJ, upon the advice of counsel, to maintain its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled qualification as a "Venture Capital Operating Company" pursuant to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia ObserverSection 29 C.F.R. Section 2510.3, the Greenwoods ObserverDLJ Investors, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of all notices, minutes, consents, and other materials that the Company provides to any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Board; provided, however, that the Observers shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if outstanding Restricted Securities held by the Company believesDLJ Investors, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled to have one observer (the "DLJ Observer", and together with the FS Observers and the CalPERS Observer referred to 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. Prior to an IPO, CalPERS shall be reimbursed entitled to have one observer (the "CalPERS Observer") at all regular and special meetings of the Board for all reasonable so long as CalPERS or its Affiliates beneficially own any shares of Common Stock. The Company shall reimburse each Observer for out-of-pocket expenses incurred 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 shall be entitled to receive the same notice of 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 without a meeting. Notwithstanding the foregoing, no action of the Board duly taken in connection accordance with attending board 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 action by the Board without a meeting. Any Observer may be required by the Board to temporarily leave a meeting of the Board if 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. With respect to each committee meetingsof the Board for which BLUM xx the FS Entities agrees in writing to waive its right set forth in Section 4.1(g) hereto, BLUM xx the FS Entities, as the case may be, shall be entitled to have one observer at all meetings of such committee (provided that BLUM xx 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 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 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 committee at such time. BLUM xxxees 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 any observer designated by it to keep any matters observed or materials received by them at any meeting of such committee strictly confidential.

Observers. For so (a) As long as Sequoia or any of Maruho and its Affiliates holds continue to own beneficially shares of Series A Preferred Stock (subject to appropriate adjustment in the event of any Preferred Shares stock dividend, stock split, combination or Ordinary Shares issued upon conversion other similar recapitalization), the Company shall invite one representative of Preferred Shares, Sequoia shall be entitled to appoint one observer Maruho (the “Maruho Observer”) to attend all meetings of the Board and of Directors (including all subcommittees of the Board, committees) in a non-voting nonvoting observer capacity capacity. As long as Xxxxxxxxx and its Affiliates continue to own beneficially shares of Series A Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization), the Company shall invite one representative of Xxxxxxxxx (the “Sequoia Xxxxxxxxx Observer” and together with the Maruho Observer, the “Observers”). For so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Greenwoods shall be entitled to appoint one observer ) to attend all meetings of the Board and of Directors (including all subcommittees of the Board, committees) in a non-voting nonvoting observer capacity (the “Greenwoods Observer”). For so long as DST or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia Observer, the Greenwoods Observer, the DST Observer and the Walmart Observer, the “Observers”)capacity. The Company shall give to each Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall have entered into an agreement in a form reasonably acceptable to the Company, pursuant to which such Observer shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude an Observer from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. (b) Except as otherwise set forth in Section 3.3(a) above, until the earlier of (i) the time at which an Investor owns beneficially less than 50% of the shares of the Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization) or an equivalent amount of Common Stock issued upon conversion thereof that such Investor purchased at any closing or closings of the transactions under the Purchase Agreement, in the case of the Series B Preferred Stock, or under the Series A Preferred Stock Agreement, dated as of October 14, 2021, in the case of the Series A Preferred Stock, or (ii) an Investor becoming a Defaulting Purchaser (as defined in the Purchase Agreement) pursuant to the Purchase Agreement, the Company shall invite one representative from each such Investor to attend all meeting via teleconference of Directors (including all committees) in a nonvoting observer capacity (each such observer a “Remote Observer”). The attendance of each such Remote Observer shall be via teleconference only and the Company shall not be obligated to invite such Remote Observer to attend any meeting of the Board of Directors in person. The Company shall give to each Remote Observers copies of all notices, minutes, consents, and other materials that the Company it provides to any of the Company’s its directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Boarddirectors; provided, however, that such Remote Observer shall have entered into an agreement in a form reasonably acceptable to the Observers Company, pursuant to which such Remote Observer shall agree to hold in confidence all information so provided. Notwithstanding ; and provided further, that the foregoing, Company reserves the right to withhold any information and to exclude a Remote Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if the Company believes, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege, to protect highly confidential proprietary information privilege between the Company and its counsel or for other similar reasons. The Observers shall be entitled to be reimbursed for all reasonable out-of-pocket expenses incurred result in connection with attending board disclosure of trade secrets or committee meetingsa conflict of interest.

Observers. For so long as Sequoia or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares(a) Prior to an IPO, Sequoia the FS Entities, collectively, shall be entitled to appoint one observer have two observers in addition to attend the FS Director (the "FS Observers") at all regular ------------ and special meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Sequoia Observer”). For for so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Sharesthe FS Entities, Greenwoods shall be entitled to appoint one observer to attend all meetings collectively, beneficially own Common Stock representing at least 7.5% of the Board outstanding Common Stock. (b) Prior to an IPO and all subcommittees of the Board, in a non-voting observer capacity (the “Greenwoods Observer”). For solely for so long as DST or any needed by DLJ, upon the advice of counsel, to maintain its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled qualification as a "Venture Capital Operating Company" pursuant to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity Section 29 C.F.R. (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia ObserverS) 2510.3, the Greenwoods ObserverDLJ Investors, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of all notices, minutes, consents, and other materials that the Company provides to any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Board; provided, however, that the Observers shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if outstanding Restricted Securities held by the Company believesDLJ Investors, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled to have one observer (the "DLJ Observer", and together with the FS Observers and ------------ the CalPERS Observer referred to 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 reimbursed entitled to have one observer (the "CalPERS Observer") at all regular and special meetings of the Board for all reasonable 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 incurred 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 shall be entitled to receive the same notice of 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 without a meeting. Notwithstanding the foregoing, no action of the Board duly taken in connection accordance with attending board 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 action by the Board without a meeting. Any Observer may be required by the Board to temporarily leave a meeting of the Board if 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 meetingsof 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 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 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 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 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 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 any observer designated by it to keep any matters observed or materials received by them at any meeting of such committee strictly confidential.

Observers. For BWSF, for so long as Sequoia it is a Substantial Holder and holds any Series A Preferred Stock, SG, for so long as it is a Substantial Holder and holds any Series A Preferred Stock or Series B Preferred Stock, RRH, for so long as RRH is a Substantial Holder and holds any Series B Preferred Stock, QuestMark, for so long as QuestMark is a Substantial Holder and holds any Series C Preferred Stock, and GEPT, for so long as GEPT is a Substantial Holder and holds any Series C Preferred Stock, may each from time to time appoint a representative to attend meetings of the Board of Directors of the Company or any committee thereof as an observer (the "BWSF Observer", the "SG Observer", the "RRH Observer", the "QuestMark Observer" and the "GEPT Observer", respectively). Neither the holders of its Affiliates holds the Series A Preferred Stock, the holders of Series B Preferred Stock, the holders of Series C Preferred Stock, the BWSF Observer, the SG Observer, the RRH Observer, the QuestMark Observer nor the GEPT Observer, however, shall have any Preferred Shares duties, responsibilities or Ordinary Shares issued upon conversion liability by virtue of Preferred Shares, Sequoia attendance at such meetings or the failure to attend the same. The parties agree that the Founder shall be entitled to appoint one observer observers to attend all meetings of the Board and all subcommittees of Directors of the Board, in a non-voting observer capacity Company or any committee thereof as he deems appropriate (the “Sequoia Observer”). For so long as Greenwoods "Founder Observers") which Founder Observers shall not have any duties, responsibilities or any liability by virtue of its Affiliates holds any Preferred Shares attendance at such meetings or Ordinary Shares issued upon conversion of Preferred Shares, Greenwoods shall be entitled to appoint one observer the failure to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Greenwoods Observer”). For so long as DST or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia Observer, the Greenwoods Observer, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of all notices, minutes, consents, and other materials that the Company provides to any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Board; provided, however, that the Observers shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if the Company believes, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled to be reimbursed for all reasonable out-of-pocket expenses incurred in connection with attending board or committee meetingssame.

Observers. For so long as Sequoia or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares(a) Prior to an IPO, Sequoia the FS Entities, collectively, shall be entitled to appoint one observer have two observers in addition to attend the FS Director (the “FS Observers”) at all regular and special meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Sequoia Observer”). For for so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Sharesthe FS Entities, Greenwoods shall be entitled to appoint one observer to attend all meetings collectively, beneficially own Common Stock representing at least 7.5% of the Board outstanding Common Stock. (b) Prior to an IPO and all subcommittees of the Board, in a non-voting observer capacity (the “Greenwoods Observer”). For solely for so long as DST or any needed by DLJ, upon the advice of counsel, to maintain its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled qualification as a “Venture Capital Operating Company” pursuant to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia ObserverSection 29 C.F.R. § 2510.3, the Greenwoods ObserverDLJ Investors, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of all notices, minutes, consents, and other materials that the Company provides to any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Board; provided, however, that the Observers shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if outstanding Restricted Securities held by the Company believesDLJ Investors, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled to have one observer (the “DLJ Observer”, and together with the FS Observers and the CalPERS Observer referred to 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 reimbursed entitled to have one observer (the “CalPERS Observer”) at all regular and special meetings of the Board for all reasonable 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 incurred 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 shall be entitled to receive the same notice of 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 without a meeting. Notwithstanding the foregoing, no action of the Board duly taken in connection accordance with attending board 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 action by the Board without a meeting. Any Observer may be required by the Board to temporarily leave a meeting of the Board if 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 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. 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 meetingsof 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 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 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 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 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 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 any observer designated by it to keep any matters observed or materials received by them at any meeting of such committee strictly confidential.

Observers. For so long as Sequoia (A) Each Shareholder shall have the right to appoint and dismiss up to three representatives (who shall each be employees of a Shareholder or of any member of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Sequoia shall be entitled to appoint one observer Group) to attend all meetings of each of the Supervisory Board and all subcommittees Managing Board and board meetings of each member of the BoardCompany’s Group, in a non-voting observer capacity (the “Sequoia Observer”). For so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Greenwoods shall be entitled to appoint one observer to attend all and meetings of the Board and all subcommittees of the Boardtheir committees, in a non-voting observer capacity (the “Greenwoods Observer”). For so long as DST or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia Observer, the Greenwoods Observer, the DST Observer and the Walmart Observer, the “Observers”). The Company Each Observer is entitled to speak but not vote or count in the quorum for any such meeting. Each Observer shall give have the Observers copies right to receive notice of all notices, minutes, consentsmeetings, and other materials that to receive the Company provides to any of same information, in the Company’s directors or any members of subcommittees of the Board same form and at the same time and as the relevant directors or members of the relevant committee. (B) Before an Observer is appointed by a Shareholder, he or she must enter into a confidentiality undertaking in favour of the Company in the same manner form approved by the Supervisory Directors from time to time and the appointing Shareholder shall procure that the Observer complies with the terms of that confidentiality undertaking. (C) The appointment and dismissal of any Observer shall take effect upon delivery of written notice signed by the Shareholder to the Company or presented at any relevant meeting. (D) An Observer may appoint one other person (who shall also be an employee of a Shareholder or of any member of its Group) to be their alternate, provided that such alternate has entered into a confidentiality undertaking on the terms described above in clause 9.7(B), and such appointment may be for a specific meeting or for a specific or indefinite duration. If an Observer is replaced or dismissed, any alternate appointed by such Observer shall automatically be dismissed as provided to such directors or such members of subcommittees such. (E) The rights of the Board; providedObserver in clause 9.7(A) shall not apply in respect of any Shareholder Dispute Matter involving the Shareholder who appointed him or any member of its Group. (F) If an Observer is, howeverin any way, directly or indirectly, interested in an existing or a proposed transaction or arrangement with the Company, he must declare the nature and extent of that interest to the Observers shall agree to hold Supervisory Directors before, in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote case of a majority of proposed transaction, the Board if transaction or arrangement is entered into and, provided he has done so, the Company believes, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers Observer shall be entitled to be reimbursed for all reasonable out-of-pocket expenses incurred in connection with attending board attend meetings and receive information relating to that transaction or committee meetingsarrangement.

Observers. For so long as Sequoia or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares(a) Prior to the IPO, Sequoia the FS Entities, collectively, shall be entitled to appoint one observer have two observers in addition to attend the FS Director (the "FS -- Observers") at all regular and special meetings --------- of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Sequoia Observer”). For for so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Sharesthe FS Entities, Greenwoods shall be entitled to appoint one observer to attend all meetings collectively, beneficially own Common Stock representing at least 7.5% of the Board outstanding Common Stock. (b) Prior to the IPO and all subcommittees of the Board, in a non-voting observer capacity (the “Greenwoods Observer”). For solely for so long as DST or any needed by DLJ, upon the advice of counsel, to maintain its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled qualification as a "Venture Capital Operating Company" pursuant to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity Section 29 C.F.R. (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia ObserverS) 2510.3, the Greenwoods ObserverDLJ Investors, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of all notices, minutes, consents, and other materials that the Company provides to any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Board; provided, however, that the Observers shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if outstanding Restricted Securities held by the Company believesDLJ Investors, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled to be reimbursed have one observer (the "DLJ Observer", and ------------ together with the FS Observers, the "Observers") at all regular and special --------- meetings of the Board for all reasonable 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) The Company shall reimburse each Observer for out-of-pocket expenses incurred 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 shall be entitled to receive the same notice of 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 without a meeting. Notwithstanding the foregoing, no action of the Board duly taken in connection accordance with attending board 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 action by the Board without a meeting. Any Observer may be required by the Board to temporarily leave a meeting of the Board if 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 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. (d) With respect to each committee meetingsof 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 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 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 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 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 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 any observer designated by it to keep any matters observed or materials received by them at any meeting of such committee strictly confidential.

Observers. For so long as Sequoia or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares(a) Prior to an IPO, Sequoia the FS Entities, collectively, shall be entitled to appoint one observer have two observers in addition to attend the FS Director (the "FS Observers") at all regular and special meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Sequoia Observer”). For for so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Sharesthe FS Entities, Greenwoods shall be entitled to appoint one observer to attend all meetings collectively, beneficially own Common Stock representing at least 7.5% of the Board outstanding Common Stock. (b) Prior to an IPO and all subcommittees of the Board, in a non-voting observer capacity (the “Greenwoods Observer”). For solely for so long as DST or any needed by DLJ, upon the advice of counsel, to maintain its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled qualification as a "Venture Capital Operating Company" pursuant to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”)Section 29 C.F.R. ss. For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia Observer2510.3, the Greenwoods ObserverDLJ Investors, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of all notices, minutes, consents, and other materials that the Company provides to any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Board; provided, however, that the Observers shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if outstanding Restricted Securities held by the Company believesDLJ Investors, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled to have one observer (the "DLJ Observer", and together with the FS Observers and the CalPERS Observer referred to 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 reimbursed entitled to have one observer (the "CalPERS Observer") at all regular and special meetings of the Board for all reasonable 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 incurred 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 shall be entitled to receive the same notice of 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 without a meeting. Notwithstanding the foregoing, no action of the Board duly taken in connection accordance with attending board 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 action by the Board without a meeting. Any Observer may be required by the Board to temporarily leave a meeting of the Board if 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 meetingsof 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 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 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 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 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 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 any observer designated by it to keep any matters observed or materials received by them at any meeting of such committee strictly confidential.

Observers. For so long as Sequoia or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Sequoia a) Subject to Clause 6.6.2 each Investor shall be entitled to appoint one observer an Observer till such time that the shareholding of such Investor is at least equal to attend all meetings the Threshold Shareholding. Provided that a Qualifying Principal Investor who holds less than the Governance Threshold shall have a right to appoint an Observer, only if such Qualifying Principal Investor has not appointed an Investor Nominee Director in accordance with Clause 5.2 above. Subject to Clause 5.2.4(b), such Qualifying Principal Investor’s right to nominate an Observer will cease with effect from the date of appointment of an Investor Nominee Director by that Principal Qualifying Investor. b) If the shareholding of a Qualifying Principal Investor is at least equal to the Governance Threshold, then such Qualifying Principal Investor shall be entitled to appoint an Observer as well as an Investor Nominee Director on the Board of the Company. c) The Observer nominated by the Investor that holds the Threshold Shareholding, shall have the right to receive notices for all Board meetings and all subcommittees of committees thereofand attend the Boardsame (whether in person, telephonic or other), in a non-voting observer capacity (the “Sequoia Observer”). For so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Greenwoods shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Greenwoods Observer”). For so long as DST or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia Observer, the Greenwoods Observer, the DST Observer and the Walmart Observer, the “Observers”)capacity. The Company shall give the Observers copies of all notices, minutes, consents, and other materials that the Company provides provide to any each of the Company’s directors or any members of subcommittees of the Board at the same time Observers, concurrently with and in the same manner as provided distributed to such directors the Directors or such other voting members of subcommittees the respective Board, copies of all meeting notices, agendas, Board materials, information, draft resolutions, proposed actions by written Consent, and other communications so distributed. It is hereby clarified that an Observer shall not have a right to vote in the Board Meetings. d) The Observers appointed by Investors that holds the Threshold Shareholding under clause 5.2.4.(a), shall individually be referred to as an “Observer” and collectively be referred to as “Observers”. e) The concerned Party may appoint Observer(s), by sending a written intimation to the Company. f) The Observers shall have the right to attend each Board Meeting and meetings of the committees of the Board; provided, however, that the Observers shall agree to hold in confidence all information if so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if the Company believes, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasonsconstituted. The Observers shall be entitled also have the right to be reimbursed receive (i) the Business Plan (including the annual budget) 30 (thirty) days prior to the end of each Financial Year; (ii) MIS Information/reports within 10 (ten) days of the end of each month. The Company and the Promoters shall ensure that no resolution related to the Investor Vote Matters is discussed in a Board Meeting unless the Observer appointed by the Qualifying Principal Investors are present or have waived off their right to attend the Board Meeting, prior to the commencement of the meeting. g) The Company may, on request made by the respective Investor that has appointed an Observer in terms of Clause 5.2.4, reimburse such reasonable expenses as are incurred by the Observers for all reasonable out-of-pocket expenses incurred in connection with the purposes of attending the board or committee meetingsmeetings of the Company, subject only to a cap of INR 20,000 per Observer for each Board Meeting.

Observers. For Each Purchaser who purchases at least 531,915 shares of Series A Convertible Preferred Stock, and so long as Sequoia such Purchaser continues to beneficially own at least 531,915 shares of Series A Convertible Preferred Stock or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred SharesCommon Stock (as adjusted for a Recapitalization Event), Sequoia may designate one person to serve as an observer (an "OBSERVER"). An observer shall be entitled (i) to appoint one observer receive the same notice in respect of all meetings (both regular and special) of the Board of Directors and each committee thereof (other than the Audit Committee and Compensation Committee) as required to be furnished to members of the Board of Directors of such committee by law or by the Certificate of Incorporation or the Bylaws of the Company, (ii) to attend all meetings of the Board of Directors and each committee thereof (other than the Audit Committee and Compensation Committee), (iii) to receive all subcommittees information and reports which are furnished to members of the BoardBoard of Directors and each committee thereof (including the Audit Committee and Compensation Committee) at the time so furnished, and (iv) to participate in a non-voting observer capacity (the “Sequoia Observer”). For so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Greenwoods shall be entitled to appoint one observer to attend all discussions conducted at meetings of the Board of Directors and each committee thereof (other than the Audit Committee and Compensation Committee). In the event 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 Board may recuse all subcommittees (but not less than all) of the Board, in a non-voting observer capacity (the “Greenwoods Observer”)Observers until such matters have been concluded. For so long as DST or An Observer may share any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled to appoint one observer to attend all information gained from presence at such meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”). For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia Purchaser that designated such Observer and such Purchaser's employees, officers, directors, attorneys and advisors (collectively, the "PURCHASER'S REPRESENTATIVES"), but such information shall otherwise be kept confidential by the Observer, Purchaser and Purchaser's Representatives to the Greenwoods Observer, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of all notices, minutes, consents, and same extent that financial information or other materials that confidential information with regard to the Company provides to any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Board; provided, however, that the Observers shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if the Company believes, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled required to be reimbursed for all reasonable out-of-pocket expenses incurred kept confidential in connection accordance with attending board or committee meetingsSECTION 7.3.

Observers. For so long as Sequoia or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares(a) Prior to an IPO, Sequoia the FS Entities, collectively, shall be entitled to appoint one observer have two observers in addition to attend the FS Director (the "FS Observers") at all regular and special meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Sequoia Observer”). For for so long as Greenwoods or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Sharesthe FS Entities, Greenwoods shall be entitled to appoint one observer to attend all meetings collectively, beneficially own Common Stock representing at least 7.5% of the Board outstanding Common Stock. (b) Prior to an IPO and all subcommittees of the Board, in a non-voting observer capacity (the “Greenwoods Observer”). For solely for so long as DST or any needed by DLJ, upon the advice of counsel, to maintain its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, DST shall be entitled qualification as a "Venture Capital Operating Company" pursuant to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “DST Observer”)Section 29 C.F.R. ss. For so long as Walmart or any of its Affiliates holds any Preferred Shares or Ordinary Shares issued upon conversion of Preferred Shares, Walmart shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “Walmart Observer”). For so long as JD or any of its Affiliates holds any Preferred Shares or Ordinary Shares, JD shall be entitled to appoint one observer to attend all meetings of the Board and all subcommittees of the Board, in a non-voting observer capacity (the “JD Observer,” together with the Sequoia Observer2510.3, the Greenwoods ObserverDLJ Investors, the DST Observer and the Walmart Observer, the “Observers”). The Company shall give the Observers copies of all notices, minutes, consents, and other materials that the Company provides to any of the Company’s directors or any members of subcommittees of the Board at the same time and in the same manner as provided to such directors or such members of subcommittees of the Board; provided, however, that the Observers shall agree to hold in confidence all information so provided. Notwithstanding the foregoing, any Observer may be excluded from access to any material or meeting or portion thereof by vote of a majority of the Board if outstanding Restricted Securities held by the Company believesDLJ Investors, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. The Observers shall be entitled to have one observer (the "DLJ Observer", and together with the FS Observers and the CalPERS Observer referred to 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 reimbursed entitled to have one observer (the "CalPERS Observer") at all regular and special meetings of the Board for all reasonable 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 incurred 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 shall be entitled to receive the same notice of 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 without a meeting. Notwithstanding the foregoing, no action of the Board duly taken in connection accordance with attending board 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 action by the Board without a meeting. Any Observer may be required by the Board to temporarily leave a meeting of the Board if 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 meetingsof the Board for which BLUM or the FS Entities agrees in writing to waive its right sxx xorth in Section 4.1(g) hereto, BLUM or the FS Entities, as the case may be, shall be entitled xx have one observer at all meetings of such committee (provided that BLUM or the FS Entities, as the case may be, shall at such timx xx 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 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 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 committee at such time. BLUM agrees to cause any observer designated by it to keep any xxxters observed or materials received by him or her at any meeting of such committee strictly confidential. The FS Entities agree to cause the any observer designated by it to keep any matters observed or materials received by them at any meeting of such committee strictly confidential.