The Investor Designee is a non-voting observer to the Designated Committees and as such, the Company reserves the right to withhold all or part of any information or exclude access to any meeting or portion thereof if the Company reasonably believes that such withholding or exclusion is reasonably necessary to preserve the attorney- client privilege or to avoid conflicts of interest or for other reasons specifically set forth in the Observer Agreement. Subject to the Observer Agreement, the Company shall provide the Investor Designee copies of all notices, minutes, consents and other materials that it provides to members of the Designated Committees at the same time and in the same manner as such materials are provided to the members of the Designated Committees. Subject to the Observer Agreement, the Investor Designee shall be entitled to attend and participate, and shall be invited to attend and participate in all meetings of the Designated Committees (whether such meetings are in person, by telephone, or otherwise) in a non- voting capacity. The Investor and the Company shall enter into a customary board observer agreement providing for, among other things, the treatment of confidential information, indemnification, and reimbursement of expenses, reasonably acceptable to Investor, the Company and the Investor Designee (the “Observer Agreement”). Investor Observer. For so long as Investor has the right to designate an Investor Designee under this Agreement, the Investor Designee shall serve as an observer to the Designated Committees. Investor Observer. If at any time the Investor Director is not a member of any committee of the Board ( including without limitation, the audit committee, the compensation committee and the nominating and corporate governance committee), the Investor Director shall have the right, as a non-voting observer to any such committee of the Board ( acting in such capacity, the “Investor Observer”), to attend all meetings of, observe all deliberations of, and receive copies of materials provided to, any such committees, provided that such Investor Observer shall have no voting rights with respect to actions taken or elected not to be taken by any such committees provided further that the chairman of such committee of the Board may, at his or her discretion, exclude the Investor Observer from certain meetings of such committee or portions thereof if such chairman believes in good faith that excluding the Investor Observer from such meetings is appropriate or necessary (and in such case, for the avoidance of doubt, also not provide copies of any materials provided to any such committees in connection with such meetings or portions thereof).
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