“Board Observer” is a person who has the contractual right to attend Board Meetings and receive Board Consents and other Board materials and information. A Board Observer does not vote on matters presented to the Board and does not have Fiduciary Duties to the Corporation. The right to be a Board Observer (also known as Board Observer Rights) typically is required by an Investor in connection with a Financing.

A Board Observer may be asked not to attend certain portions of a Board Meeting, or may not receive certain Board materials or information if they relate to highly sensitive or confidential matters or otherwise in an effort to preserve the Attorney-Client Privilege.