Observer. For as long as Mitsui’s collective Beneficial Ownership remains at or above 2.5% of the Common Stock, in the event a representative of Mitsui is not a member of the Board of Directors of PAG, Mitsui shall have the right to a non-voting observer (the “Mitsui Observer”) at all meetings of the Board of the Directors of PAG. The Mitsui Observer shall be entitled to receive all materials and information distributed to Directors of PAG and shall have access to PAG’s management and records as if such Mitsui Observer were a Director.

Beginning on the First Closing Date (as defined in the Purchase Agreement) and ending on the date on which all principal, interest and all other sums payable under the Notes held by the Investor and any of its Affiliates are paid and satisfied in full (the “Board Rights Termination Date” and such period from the date of this Agreement to the Board Rights Termination Date, the “Observation Period”), the REIT grants to the Investor the option and right, exercisable at any time during the Observation Period by delivering a written notice of such appointment to the REIT, to appoint a single representative (the “Observer”) to attend all meetings (including telephonic or videoconference meetings and meetings held in executive session) of the Board and all Committees during the Observation Period in a non-voting, observer capacity; provided, that # for the avoidance of doubt, Investor may designate more than one representative of Investor as an Observer but only one such representative shall be entitled to attend any particular meeting of the Board or Committee, and # any such representative shall have executed and delivered to the REIT a copy of the Acknowledgement and Agreement to be Bound in the form attached hereto as Exhibit A (the “Acknowledgement”). The Observer may participate fully in discussions of all matters brought to the Board or Committee, as the case may be, for consideration, but in no event shall the Observer # be deemed to be a member of the Board or any Committee; # except for (and without limitation of) the obligations expressly set forth in this Agreement and the Acknowledgement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the REIT or its stockholders; or # have the right to propose or offer any motions or resolutions to the Board or Committees. Upon request, the REIT shall allow the Observer to attend Board or Committee meetings by telephone or electronic communication. The presence of the Observer shall not be required for purposes of establishing a quorum.

Subject to the terms and conditions of this Agreement, the Company grants to PCM the option and right to appoint one (1) representative (the “Observer”) to attend all meetings (including telephonic or videoconference meetings of the Board in a non-voting, observer capacity; provided that any such representative shall have executed and delivered to the Company a copy of the Acknowledgement and Agreement to be Bound in the form attached hereto as Exhibit A (the “Acknowledgement”). The Company shall have the right, in its reasonable discretion, to approve or reject any person who is to be appointed by PCM to serve as an Observer hereunder. Except as otherwise set forth herein, the Observer may participate fully in discussions of all matters brought to the Board for consideration, but in no event shall the Observer # be deemed to be a member of the Board; # without limitation of the obligations expressly set forth in this Agreement or the Acknowledgement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Company or its shareholders; or # have the right to propose or offer any motions or resolutions to the Board . Upon request, the Company shall allow the Observer to attend Board meetings by telephone or electronic communication. The presence of the Observer shall not be required for purposes of establishing a quorum.

“Board Observer Agreement” means that certain Board Observer Agreement of even date by and between certain Purchasers and the Company, the form of which is set forth as Annex II hereto.

During the period commencing with the date of this Agreement through the appointment of each Starboard Designee to the Board (the “Observer Period”), each Starboard Designee shall be an observer to the Board (each, an “Observer”) who shall receive copies of all documents distributed to the Board during the Observer Period, including notice of all meetings of the Board, all written consents executed by the Board, all materials prepared for consideration at any meeting of the Board, and all minutes related to each meeting of the Board contemporaneous with their distribution to the Board. Each Observer shall be permitted to attend and reasonably participate, but not vote, at all meetings of the Board during the Observer Period (whether such meetings are held in person, telephonically or otherwise). Notwithstanding the foregoing, the Company reserves the right to exclude any Observer from access to any material or meeting or portion thereof if, and only to the extent that, the Board determines reasonably and in good faith that such exclusion is necessary to preserve the attorney-client privilege. As a condition to serving as an Observer, each Observer shall # deliver to the Company a written representation that such person will comply with all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies and guidelines of the Company that have been provided to such person prior to such date and # enter into a customary confidentiality agreement in substantially the form entered into by the members of the Board.

Board Member – Think Pink Rocks, Inc. Board Observer – Woolsey Pharmaceuticals

Observers. Unless the Board decides otherwise, the date of service as an observer on the Board (an “Observer”) commences pursuant to, and as from the effective date of, a written services agreement entered into between such Observer and the Company shall be considered the effective date of commencing service as a Non-Executive Director for purposes of Section I.

The Licensee (or the applicable members of the Board) will give WSU or its appointed representative oral or written notice of each meeting of the Board (whether annual or special) [†]. Notwithstanding the foregoing, if an Observer attends (or, in the case of a telephonic meeting, listens by telephone to) any such meeting of the Board, then such Observer shall be deemed to have had proper notice of such meeting. Notwithstanding anything contained herein to the contrary, the failure of an Observer to be given notice of a meeting of the Board pursuant to the immediately preceding two sentences or to attend such meeting shall not in any way affect the authority of the Board to have or to adopt resolutions at such meeting or the legitimacy of any actions taken by the Board at such meeting. The Observer shall excuse himself or herself from any portion of any meeting of the Board during which his or her presence would, as reasonably determined by Licensee, on advice of counsel, # jeopardize the attorney/client privilege for communications or # constitute a conflict of interest. Subject to the foregoing, the Licensee will permit the Observer to attend (or, in the case of a telephonic meeting, to listen by telephone to) each meeting of the Board as non-voting observer. The Licensee shall provide the Observer all written materials and other information (including copies of meeting minutes) given to the members of the Board in connection with any such meeting at the same time as such information is delivered to the members of the Board and, if an Observer does not attend (or, in the case of a telephonic meeting, does not listen by telephone to) a meeting of the Board, such Observer will be entitled to receive the written minutes or an oral summary of the Board meeting from the Secretary of the Licensee. Prior to attending or listening to any meeting of the Board or obtaining any documents or summaries of such meetings, each Observer shall agree in writing to be bound by the same duties of confidentiality, good faith and loyalty as if such Observer were a member of the Board. If the Licensee takes any action by written consent of the Board in lieu of a meeting of the Board, then the Licensee shall give prompt written notice of such action to the Observer. The Observer shall be solely responsible for maintaining current phone and fax numbers, and mailing and electronic mail instructions, on file with the Licensee.

“Transaction Documents” means this Agreement, the Registration Rights Agreement, the Board Observer Agreement and all other documents, certificates or agreements executed in connection with the transactions contemplated by this Agreement, the Registration Rights Agreement and the Board Observer Agreement.

During the term of this Agreement, Licensee agrees to allow WSU to appoint one representative to sit in as a board observer during the Licensee board (“Board”) meetings, as set forth in [Section 3.2.4]. For the avoidance of doubt, this WSU-appointed Board observer is not empowered with any rights associated with a regular Board member.