Common use of Amendment; Waiver and Termination Clause in Contracts

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, holding a majority of the shares of Transfer Stock then held by all of the Key Holders, (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants), respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above6.1) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the Key Supermajority Holders, who are then providing services provided that the consent of a particular Shareholder shall be required for any amendment or waiver if such amendment or waiver either (i) is directly applicable to the Company as employees, officers unique rights of such Shareholder set forth in the Agreement or consultants, holding (ii) adversely affects the rights of such Shareholder in a majority manner that is different than the effect on the rights of the shares other Shareholders holding the same class or series, as the case may be, of Transfer Stock then held by all of the Key Holders, (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesCapital Shares. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, Company and the Investors, the Key Holders Shareholders and all of their respective heirs, attorneys, guardians, estate trustees, executors, trustees, successors (including any successor by reason of amalgamation of any party) and permitted assigns whether or not such party, assignee heir, attorney, guardian, estate trustee, executor, trustee, successor or other shareholder permitted assign entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants), respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Notwithstanding the foregoing, Schedule A may be amended by the Company and from time to time to add information regarding additional Shareholders or to reflect transfers or repurchases of shares in the Investors hereby agree that capital of the Noteholders holding Company or changes to the Initial Closing Notes are express third party beneficiaries names of this Section 6.8 and may enforce the rights provided herebyparties without the consent of the other parties hereto.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to and (c) the Company as employees, officers or consultants, Investors holding a majority of the shares of Transfer Stock then held by all of the Key Holders, (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Series A Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesStock. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iviii) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Subscription Agreement to add information regarding any additional Investors without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, Holders holding a majority of the Transfer Securities then held by all of the Key Holders who are then providing services to the Company as employeesofficers, officers employees or consultants, holding a majority of the shares of Transfer Stock then held by all of the Key Holders, consultants and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesInvestors. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, fashion and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties heretoHolders. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section Subsection 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of Key Holders providing services to the Key HoldersCompany as officers, employees or consultants, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single separate class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 7.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, holding a majority of the shares of Transfer Stock then held by all of the Key Holders, (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Capital Stock (other than Capital Stock acquired by the exercise of stock options) held by the Investors parties to this Agreement (voting together as a single class on an as-converted basis). In addition, any amendment, modification or termination (other than pursuant to Section 7.1 above) of this Agreement or the waiver of the observance of any term hereof that would adversely and disproportionately alter the explicit rights and obligations of the Major Investors or Founders, as compared to other parties to this Agreement, shall require the consent of the holders of a majority of the outstanding shares of Capital Stock (voting together as a single class on an as-converted basis) and held by such Persons so affected (d) for so long as a majority other than Capital Stock acquired by the exercise of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”stock options), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor, Major Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor, Major Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors, Major Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, and no Investor, Major Investor or Key Holder (respectively) is excepted from its application, (ii) this Agreement the sentence of the definition of “Major Investor” that refers to Gxxxxxx may not be amended, modified altered or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor amended in a manner disproportionate adverse to any adverse effect such amendmentGarland without Gxxxxxx’x prior written consent, modification, termination or waiver would have on so long as Garland satisfies the rights of the other Investors under this Agreementshareholding threshold therein, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto and Schedule B may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors any subsequent investors, stockholder, option holders, or transferees who become parties hereto as “Investors” or “Key Holders” by execution of a joinder or counterpart hereto, or remove former stockholders or otherwise update the information thereon, without the consent of the other parties hereto; and (iv) the Company may, in its sole discretion, waive compliance with Section 6.2. Notwithstanding anything herein to the contrary, any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver, except such an event pursuant to the foregoing clause (iii). No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding at least a majority of the shares of Transfer Stock then held by all of the Key Holders, and (c) the holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Series A Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder stockholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iviii) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 5.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, and (c) the holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Series D Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, fashion and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties heretoHolders. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, and (c) the holders of Investors holding a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock then held by the Investors (Investors, voting or consenting together as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one (1) or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, [***] and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes[***]. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders provided that such consent shall not be required if the Key Holders do not then own shares of Capital Stock representing at least 1% of the outstanding Capital Stock of the Company, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Series A Preferred Stock held by the Investors (voting as a single separate class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants), respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders provided that such consent shall not be required if the Key Holders do not then own shares of Capital Stock representing at least 5% of the outstanding Capital Stock of the Company who are then providing services to the Company as officers, employees or consultants, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single separate class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants), respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than in addition to pursuant to Section 6.1 5.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, Holders and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, fashion and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iviii) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement Agreements to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreements) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by by: (a) the Company, ; (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority more than fifty percent (50%) of the shares of Transfer Stock then held by all of the Key Holders, ; and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion at least sixty percent (60%) of the then outstanding shares of Series A Preferred Stock and Series B Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, : (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, ; (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, Holders; and (iviii) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors parties as contemplated hereby without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Common Stock then held by all of the Key Holders, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single separate class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, and (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties heretoHolders. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one (1) or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company (upon approval of the Board of Directors of the Company), (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors Stockholders (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the InvestorsStockholders, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor Stockholder or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor Stockholder or Key Holder unless such amendment, modification, termination or waiver applies to all Investors Stockholders and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, fashion and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iviii) Schedule Attachment A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) ), and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate shares of Common Stock issuable upon conversion of the then outstanding principal under shares of Series B Preferred Stock and Series B-1 Preferred Stock held by the Initial Closing NotesInvestors (voting as a single class and on an as-converted basis). Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employeesHolders. Further, officers or consultants, and (iv) Schedule A hereto may no amendment specifically targeted at Takeda individually that adversely affects Takeda in any respect shall be amended effective unless approved in writing by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties heretoTakeda. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as officers, employees or consultants, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iviii) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single separate class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one (1) or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 7.3 above) and the observance of any term hereof may be waived (other than pursuant to Section 5.2(g) above), either generally or in a particular instance and either retroactively or prospectively) , only by a written instrument executed by (a) the Company, (b) the holders of a majority of the outstanding Common Stock, and Preferred Stock held by the Key Holders, who are Holders then providing services to the Company as employees, officers employees or consultants, holding a majority of the shares of Transfer Stock then held by all of the Key Holders, consultants and (c) the holders of (i) a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis), (ii) at least sixty-five percent (65%) of the then outstanding shares of Series C Preferred Stock and (diii) for so long as a majority at least sixty percent (60%) of the Notes issued under then outstanding shares of Series B Preferred Stock; provided, however, that Section 2 shall not be amended to waive or eliminate the NPA as right of any Stockholders to designate a member of the date hereof remain outstanding (“Initial Closing Notes”)Board without the consent of such Stockholder or defined group of Stockholders, the holders of a majority of the aggregate outstanding principal under the Initial Closing Notesas applicable. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, Company and the Investors, the Key Holders Stockholders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder stockholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and or Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does is not apply directly applicable to the rights of the Key Holders who are then providing services to hereunder or does not adversely affect the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by rights of the Company from time to time Key Holders in accordance with a manner that is different than the Purchase Agreement to add information regarding additional Investors without effect on the consent rights of the other parties hereto, and (iii) the consent of the Company shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not result in a material expansion of the Company’s obligations under this Agreement. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company Notwithstanding the foregoing, (x) Sections 1.9, 1.10, 1.11, 1.69 (including that Transfer Stock is determinative of Stockholder transfer restrictions/obligations under Section 3), 2.2(b), 2.2(e), 5.1(f)(iv), the second to last sentence of Section 5.2(g), 7.9(c) and this clause (x) shall not be amended, modified or waived without the Investors hereby agree written consent of Cormorant, (y) the last sentence of Sections 5.2(g), 1.69 (including that Transfer Stock is determinative of Stockholder transfer restrictions/obligations under Section 3) and this clause (y) shall not be amended, modified or waived without the written consent of AJU; provided, however, that the Noteholders holding the Initial Closing Notes are express third party beneficiaries aforementioned consent right of AJU under clause (y) of this Section 6.8 and may enforce the rights provided hereby7.8 shall terminate if AJU has not purchased 670,000 shares of Series C Preferred Stock by June 1, 2016.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding at least a majority of the shares of Transfer Stock then held by all of the Key Holders, Holders who are then employed by Company and (c) the holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted to Common Stock basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employeesHolders, officers or consultants, and (iviii) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto, (iv) Section 3.3 of this Agreement may not be amended, modified, or terminated, and the observance of any term of Section 3.3 may not be waived, without the written consent of PIC, Anterra, F-Prime, Novartis, DuPont, PFM, Farallon, Ridgeback, or AbbVie to the extent such amendment, modification, termination, or waiver affects such party, (v) Section 2.2(d)(ii) of this Agreement may not be amended, modified, or terminated, and the observance of any term of Section 2.2(d)(ii) may not be waived, without the written consent of (A) the holders of a majority of the outstanding Series B Preferred Stock, voting or consenting together as a single class, and (B) the holders of at least two-thirds (2/3rds) of the outstanding Series C Preferred Stock, voting or consenting together as a single class, and (vi) Schedule B hereto may be amended by the Company from time to time in accordance with Section 6.17 below to add information regarding additional Investors Key Holders without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as officers, employees or consultants, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iviii) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 5.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iviii) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Holders without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as officers, employees or consultants, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesInvestor. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the InvestorsInvestor, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiverassigns. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, fashion and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iviii) Schedule Exhibit A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 11.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (ai) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, holding a majority of the shares of Transfer Stock then held by all of the Key Holders, (cii) the holders of a majority at least fifty-five percent (55%) of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Preferred Investors (voting together as a single class and on an as-converted basis) and (diii) for so long the Preferred Investors and Common Investors (voting together as a majority single class and on an as-converted basis) holding at least sixty percent (60%) in voting interest of the Notes issued under Capital Stock then held by the NPA as Preferred Investors and Common Investors; provided, that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notesany other party. Any amendment, modification, termination or waiver so effected shall be binding upon all of the Company, the Investors, the Key Holders parties hereto and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder stockholder entered into or approved such amendment, modification, termination or waiver; and provided, further, that (i) so long as BASF holds any shares of Series A Preferred Stock, the right of BASF to designate a director under Section 4.1(a) may not be amended, terminated or waived without the prior written consent of BASF, (ii) so long as KPCB holds any shares of Series B Preferred Stock, the right of KPCB to designate a director under Section 4.1(b) may not be amended, terminated or waived without the prior written consent of KPCB, (iii) so long as Oxford holds any shares of Series B Preferred Stock, the right of Oxford to designate a director under Section 4.1(b) may not be amended, terminated or waived without the prior written consent of Oxford, (iv) so long as GGF holds any shares of Series C Preferred Stock, the right of GGF to designate a director under Section 4.1(c) may not be amended, terminated or waived without the prior written consent of GGF, (v) so long as OEP holds any shares of Series C Preferred Stock, the right of OEP to designate a director under Section 4.1(c) may not be amended, terminated or waived without the prior written consent of OEP, and (vi) neither Section 4.1(d) nor Section 4.1(e) of this Agreement may be amended, terminated or waived without the written consent of the holders of a majority of the then-outstanding shares of Common Stock held by the Common Investors. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated (other than pursuant to Section 11.1 above), and the observance of any term hereunder hereof may not be waived waived, in each case with respect to any Major Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, without the written consent of such Investor or Key Holder Major Investor, unless such amendment, modification, termination termination, or waiver applies to all Major Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants), respectively, in the same fashion. Further, (i) the share threshold set forth in the definition of “Major Investor” may not be reduced below 700,000 shares without the written consent of the Common Investors (voting together as a single class) holding a majority in voting interest of the Capital Stock then held by the Common Investors and (ii) this Agreement may not be amended, modified or terminated (other than pursuant to Section 11.1 above), and the observance of no provision hereof may be waived, in each case, in any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver way which would adversely affect the rights of such Investor the Common Investors in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Preferred Investors, without the written consent of the Common Investors (voting together as a single class) holding a majority in voting interest of the Capital Stock then held by the Common Investors (provided that, for clarity, it is agreed that neither the inclusion of additional parties as Preferred Investors under this Agreement, (iii) Agreement nor the consent amendment of Section 4.1 of this Agreement to provide for additional board seats to be designated by such additional Preferred Investors shall be deemed to adversely affect the rights of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply Common Investors in a manner disproportionate to the Key Holders who are then providing services to Preferred Investors within the Company as employees, officers or consultants, and meaning of this clause “(iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties heretoii)”). The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority [***] of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as officers, employees or consultants, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-as- converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iviii) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the holders of a majority of the shares of Preferred Stock and/or Common Stock issued or issuable upon conversion of Preferred Stock and held by all Investors (voting as a single class and on an as-converted basis) (excluding all shares of Series A Preferred Stock, Series A-2 Preferred Stock and all shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock and Series A-2 Preferred Stock), (c) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as officers, employees or consultants and (cd) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors Rights Holders (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Rights Holders, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor Investor, Rights Holder or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor Investor, Rights Holder or Key Holder unless such amendment, modification, termination or waiver applies to all Investors Investors, Rights Holders and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply directly to the Key Holders who are then providing services to the Company as employeesHolders, officers or consultants, and (iviii) Schedule A B hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Key Holders in accordance with Subsection 6.17 of this Agreement, in each case without the consent of the other parties hereto, and (iv) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The For purposes of this Subsection 6.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Company’s stockholders circulated by the Company and executed by the Investors hereby agree that Key Holder or Rights Holder parties specified, whether or not such action by written consent makes explicit reference to the Noteholders holding the Initial Closing Notes are express third party beneficiaries terms of this Section 6.8 and may enforce the rights provided herebyAgreement.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding at least a majority of the shares of Transfer Stock then held by all of the Key Holders, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iviii) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company A waiver, modification or amendment of this Agreement by a party shall only be effective if (a) it is in writing and the Investors hereby agree signed by applicable party(ies), as set forth in this Section 6.8, (b) it specifically refers to this Agreement, and (c) it specifically states that the Noteholders holding party or parties, as the Initial Closing Notes are express third party beneficiaries of this Section 6.8 case may be, is waiving, modifying or amending its rights hereunder. Any such amendment, modification or waiver shall be effective only in the specific instance and may enforce for the rights provided herebyspecific purpose for which it was given.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, Holders holding a majority of the Transfer Securities then held by all of the Key Holders who are then providing services to the Company as employeesofficers, officers employees or consultants, holding a majority of the shares of Transfer Stock then held by all of the Key Holders, consultants and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesInvestors. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, fashion and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties heretoHolders. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as employees or consultants, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single separate class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to Holders, (iv) for so long as AKCK LLC and its Affiliates collectively own not less than 1,000,000 shares of Series Seed Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), this Agreement may not be amended, modified, terminated or waived without the Company as employees, officers or consultantswritten consent of AKCK LLC, and (ivv) Schedule Exhibit A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors purchasers of Series A-1 Preferred Stock or Series A-2 Preferred Stock pursuant to the Series A Offering without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the Key Requisite Holders, who are then providing services to the Company as employees, officers or consultants, holding a majority of the shares of Transfer Stock then held by all of the Key Holders, (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, Company and the Investors, the Key Holders Stockholders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement any provision hereof may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to by the Company as an employee, officer or consultantwaiving party on such party’s own behalf, without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants), respectively, in the same fashionany other party, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor Stockholder without the written consent of such Investor, if Stockholder unless such amendment, modification, termination or waiver would adversely affect applies to all Stockholders in the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantssame fashion, and (iviii) Schedule A hereto may be amended by the Company from time to time in accordance with without the Purchase Agreement to add information consent of the other parties hereto regarding additional Investors parties made a party hereto pursuant to Section 12.7 or 12.9 without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 6.3 above) and the observance of any term tam hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, holding a majority of the shares of Transfer Stock then held by all of the Key Holders, (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Capital Stock held by the Investors Key Holders and (c) the holders of (i) a majority of the Preferred Stock (voting as a single class and on an as-converted basis) and (dii) for so long as a majority at least sixty percent (60%) of the Notes issued under shares of Series B Preferred Stock; provided, however, that Section 2 shall not be amended to waive or eliminate the NPA as right of any Stockholders to designate a member of the date hereof remain outstanding (“Initial Closing Notes”)Board without the consent of such Stockholder or defined group of Stockholders, the holders of a majority of the aggregate outstanding principal under the Initial Closing Notesas applicable. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, Company and the Investors, the Key Holders Stockholders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder stockholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and or Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iviii) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties heretoCompany shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not result in a material expansion of the Company’s obligations under this Agreement. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority [***] of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as officers, employees or consultants, provided, that such consent shall not be required if the Key Holders do not then own [***] shares of Capital Stock and (c) the holders of a majority of the [***] shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock [***] held by the Investors (voting as a single separate class and on an as-converted basis) and (d) for so long as a majority basis but excluding any Common Stock issued upon conversion of the Notes issued under Preferred Stock pursuant to the NPA as “Special Mandatory Conversion” provisions of the date hereof remain outstanding (“Initial Closing Notes”Restated Certificate), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 5.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Investors holding a majority at least 66.67% of the shares of Transfer Stock then held by all of the Key Holders, (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesInvestors. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, Company and the Investors, the Key Holders Investors and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Investor without the written consent of such Investor or Key Holder Investor unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants), respectively, in the same fashion, fashion and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Additional Investors without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 4.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) Key Holders holding at least 75% of the Company, (b) Capital Stock of the Company then held by all the Key Holders, Holders who are then providing services to the Company as employees, officers or consultants, holding a majority of the shares of Transfer Stock then held by all of the Key Holders, (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesService Providers. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the a Key Holders Holder shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the a specific Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties heretoHolder. The Company shall give prompt Prompt written notice of any amendment, modification or termination hereof or waiver hereunder shall be provided to any party hereto each Key Holder that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, and (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, holding a majority of the shares of Transfer Stock then held by all of the Key Holders, (c) the holders of a majority more than the Appropriate Percentage of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors Stockholders (voting as a single class and on an as-converted basis) and (d) for so long as ), provided that any amendment of the provisions of Section 2 shall also require the written consent of Major Holders holding at least a majority of the Notes issued under the NPA as shares of Transfer Stock then held by all of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesMajor Holders. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Major Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Stockholder without the written consent of such Investor or Key Holder Stockholder unless such amendment, modification, termination or of waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants), respectively, Stockholders in the same fashion, fashion and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Major Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Major Holders who are then providing services to the Company in their capacity as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties heretoMajor Holders. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding not less than a majority of the shares of Transfer Stock then held by all of the Key Holders, (c) ; provided that such consent shall not be required if the holders Key Holders do not then own shares of Capital Stock representing collectively at least a majority third of the shares of Common outstanding Capital Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesCompany. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 6(a) above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (ai) the Company, (bii) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority two-thirds of the shares of Transfer Stock then held by all of the Key Holders, Holders and (ciii) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Series A Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesInvestors. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (ix) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, fashion and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iiiy) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (ivz) Schedule Exhibits A and B hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors and/or Key Holders without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, holding holders of a majority of the shares of Transfer Stock then held by all of the Key Holders, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders Shareholders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and or Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iviii) Schedule A and Schedule B hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties heretohereto pursuant to Sections 3.1, 6.9, 6.11 and 6.16. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as officers, employees or consultants, and (c) the holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as Stock, including a majority of the Notes issued under outstanding shares of Series A Preferred Stock, in each case held by the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesInvestors. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are Holders then providing services to the Company as employeesan officer, officers director, consultant or consultants, employee holding a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders then providing services to the Company as an officer, director, consultant or employee, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single separate class and on an as-converted basis) basis and (d) for so long as excluding any shares of Common Stock issued pursuant to a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”Special Mandatory Conversion), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders provided that such consent shall not be required if the Key Holders do not then own shares of Capital Stock representing at least 5% of the outstanding Capital Stock of the Company who are then providing services to the Company as officers, employees or consultants, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single separate class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one (1) or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, Holders and (c) the holders of a majority no less than 60% of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single separate class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one (1) or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, holding a majority of the shares of Transfer Stock then held by all of the Key Holders, (c) and the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes[***]. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Common Holders and Investors holding a majority of the shares of Transfer Common Stock then held by all of the Key Holders, Common Holders and Investors and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Series B Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Common Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Common Holder without the written consent of such Investor or Key Common Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Common Holders, respectively, in the same fashion, fashion and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Common Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties heretoCommon Holders. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, holding a majority holders of 80% of the shares of Transfer Stock then held by all of the Key Holders, (c) the holders of a majority of the shares of Common Stock Units issued or issuable upon conversion of the then outstanding shares of Preferred Stock Units held by the Investors (voting as a single separate class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants), respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, and (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the holders of a majority of the shares of Preferred Stock and/or Common Stock issued or issuable upon conversion of Preferred Stock and held by all Investors (voting as a single class and on an as-converted basis) (excluding all shares of Series A Preferred Stock and all shares of Common Stock issued or issuable upon conversion thereof), (c) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as officers, employees or consultants and (cd) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors Rights Holders (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Rights Holders, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor Investor, Rights Holder or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor Investor, Rights Holder or Key Holder unless such amendment, modification, termination or waiver applies to all Investors Investors, Rights Holders and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply directly to the Key Holders who are then providing services to the Company as employeesHolders, officers or consultants, and (iviii) Schedule A B hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Key Holders in accordance with Subsection 6.17 of this Agreement, in each case without the consent of the other parties hereto, and (iv) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The For purposes of this Subsection 6.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Company’s stockholders circulated by the Company and executed by the Investors hereby agree that Key Holder or Rights Holder parties specified, whether or not such action by written consent makes explicit reference to the Noteholders holding the Initial Closing Notes are express third party beneficiaries terms of this Section 6.8 and may enforce the rights provided herebyAgreement.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as employees or consultants, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single separate class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to Holders, (iv) for so long as AKCK LLC and its Affiliates collectively own not less than 1,000,000 shares of the Company as employeesPreferred Stock AKCK LLC is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), officers this Agreement may not be amended, modified, terminated or consultantswaived without the written consent of AKCK LLC, and (ivv) Schedule Exhibit A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors “Additional Purchasers” (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Series D Preferred Stock held by the Investors (voting as a single separate class and on an as-converted to Common Stock basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, and (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties heretoHolders. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one (1) or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section Subsection 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by each of the following: (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding at least a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as officers, employees or consultants, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Senior Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesMajority. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Major Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Major Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Major Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants), respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employeesHolders, officers or consultants, and (iviii) Schedule A and Schedule B hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Stockholders joined hereto pursuant to Subsections 6.9, 6.11 or 6.16, without the consent of the other parties heretohereto and (iv) this Agreement may not be amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor without the written consent of such Investor unless such amendment, termination or waiver applies to all Investors in the same fashion without creating a disparate impact on any Investor. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as officers, employees or consultants, and (c) the holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesInvestors. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as officers, employees or consultants and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder stockholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor (including the Fidelity Investors or their Affiliates) or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor (including the Fidelity Investors or their Affiliates) or Key Holder unless such amendment, modification, termination or waiver applies to all Investors (including the Fidelity Investors or their Affiliates) and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does is not apply directly applicable to the rights or obligations of the Key Holders who are then providing services hereunder (it being understood that the addition of new parties as Investors or Key Holders hereunder shall not, in itself, be deemed to be directly applicable to the Company as employees, officers rights or consultantsobligations of the Key Holders hereunder), and (iviii) Schedule A B hereto may be amended by the Company from time to time to include additional Key Holders who become a party hereto in accordance with the Purchase Agreement to add information regarding additional Investors terms set forth in Section 6.17 without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, which majority of the shares of Transfer Stock held by the Key Holders must include Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, FT Bandwidth Ventures, LLC and FT Bandwidth Ventures II, LLC, so long as Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, FT Bandwidth Ventures, LLC or FT Bandwidth Ventures II, LLC, respectively is a Key Holder; and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor (including Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, FT Bandwidth Ventures, LLC, and FT Bandwidth Ventures II, LLC, for the purposes of any amendment, modification, termination or waiver of any rights pursuant to Section 2.2 above), or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor (including Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, FT Bandwidth Ventures, LLC, and FT Bandwidth Ventures II, LLC, for the purposes of any amendment, modification, termination or waiver of any rights pursuant to Section 2.2 above) or Key Holder unless such amendment, modification, termination or waiver applies to all Investors (including Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, FT Bandwidth Ventures, LLC, and FT Bandwidth Ventures II, LLC, for the purposes of any amendment, modification, termination or waiver of any rights pursuant to Section 2.2 above) and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated fashion and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect is otherwise approved pursuant to the rights first sentence of such Investor in a manner disproportionate to any adverse effect such amendmentthis Section 6.8, modification, termination or waiver would have on the rights of the other Investors under this Agreement, and (iiiii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties heretoHolders. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding at least a majority 70% of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as officers, employees or consultants, and (c) the holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Series C Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants), respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. A. The parties hereto may, by agreement in writing authorized by the respective Boards, amend this Agreement at any time before or after approval thereof by the shareholders of the Acquired Portfolio; provided, however, that after receipt of Acquired Portfolio shareholder approval, no amendment shall be made by the parties hereto which substantially changes the terms of Sections 1, 2 and 3 hereof without obtaining Acquired Portfolio's shareholder approval thereof. B. At any time prior to the Closing Date, either of the parties may by written instrument signed by it (i) waive any inaccuracies in the representations and warranties made to it contained herein and (ii) waive compliance with any of the covenants or conditions made for its benefit contained herein. No delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. C. This Agreement may be amendedterminated, modified and the transactions contemplated herein may be abandoned at any time prior to the Closing Date: (1) by the mutual consents of the respective Boards of the Acquired Portfolio and the Acquiring Portfolio; (2) by the Acquired Portfolio, if the Acquiring Portfolio breaches in any material respect any of its representations, warranties, covenants or terminated agreements contained in this Agreement; (other than 3) by the Acquiring Portfolio, if the Acquired Portfolio breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; (4) by either the Acquired Portfolio or Acquiring Portfolio, if the Closing has not occurred on or prior to December 31, 2002 (provided that the rights to terminate this Agreement pursuant to Section 6.1 abovethis subsection (C)(4) and shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been the observance cause of any term hereof may be waived or resulted in the failure of the Closing to occur on or before such date); (either generally or 5) by the Acquiring Portfolio in a particular instance and either retroactively or prospectively) only by a written instrument executed by the event that: (a) all the Companyconditions precedent to the Acquired Portfolio's obligation to close, as set forth in Section 7 of this Agreement, have been fully satisfied (or can be fully satisfied at the Closing); (b) the Key Holders, who are then providing services Acquiring Portfolio gives the Acquired Portfolio written assurance of its intent to close irrespective of the satisfaction or nonsatisfaction of all conditions precedent to the Company Acquiring Portfolio's obligation to close, as employees, officers or consultants, holding a majority set forth in Section 8 of the shares of Transfer Stock then held by all of the Key Holders, this Agreement; and (c) the holders Acquired Portfolio then fails or refuses to close within the earlier of a majority of the shares of Common Stock issued five (5) business days or issuable upon conversion of the then outstanding shares of Preferred Stock held December 31, 2002; or (6) by the Investors Acquired Portfolio in the event that: (voting as a single class and on an as-converted basisa) and (d) for so long as a majority of all the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services conditions precedent to the Company Acquiring Portfolio's obligation to close, as an employee, officer or consultant, without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants), respectively, set forth in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision Section 8 of this Agreement, have been fully satisfied (or can be fully satisfied at the Closing); (b) the Acquired Portfolio gives the Acquiring Portfolio written assurance of its intent to close irrespective of the satisfaction or nonsatisfaction of all the conditions precedent to the Acquired Portfolio's obligation to close, as set forth in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries Section 7 of this Section 6.8 Agreement; and may enforce (c) the rights provided herebyAcquiring Portfolio then fails or refuses to close within the earlier of five (5) business days or December 31, 2002. 10.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Series C Preferred Stock held by the Investors (voting as a single separate class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, and (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties heretoHolders. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one (1) or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 5.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single separate class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder without the written consent of such InvestorInvestor or Key Holder, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor or Key Holder in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors or Key Holders, respectively, under this Agreement, and (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) and Schedule B hereto may be amended by the Company from time to time to add information regarding Key Holders that are issued shares of Common Stock or options to purchase Common Stock and become parties hereto in accordance with Section 5.18, in each case, without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one (1) or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 (Term) above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority at least [***] of the shares of Transfer Stock then held by all of the Key Holders, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, fashion and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employeesHolders; provided, officers or consultants, and (iv) Schedule A hereto however this Agreement may be amended by with only the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the written consent of the other parties heretoCompany for the sole purpose of updating Schedule B hereto for issuances of Common Stock after the date hereof. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) PIC, (c) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders (exclusive of PIC) holding a majority of the shares of Transfer Stock then held by all of the Key Holders, and (cd) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Series A Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as ). Notwithstanding the foregoing, PIC’s consent to any amendment or waiver shall not be required if such amendment or waiver does not adversely affect PIC in a majority manner materially different than the Investors or any other Key Holder; provided that PIC shall be given prompt written notice of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notesany such amendment or waiver to which PIC did not consent. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, fashion and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not directly apply to the Key Holders who are then providing services to or does not adversely affect the Company as employees, officers or consultantsrights of the Key Holders in a manner different from the effect on the rights of the other parties hereto, and (iviii) Schedule Schedules A and B hereto may be amended by the Company from time to time in accordance with Section 1.3 of the Purchase Agreement to add information regarding additional Investors without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 5.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iviii) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to (x) add information regarding additional Investors Holders without the consent of the other parties heretohereto or (y) remove Holders that have provided the Company with their consent to do so. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the holders of a majority of the shares of Preferred Stock and/or Common Stock issued or issuable upon conversion of Preferred Stock and held by all Investors (voting as a single class and on an as-converted basis) (excluding all shares of Series A Preferred Stock, Series A-2 Preferred Stock, Series CF Preferred Stock, Series A-3 Preferred Stock and all shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock, Series A-2 Preferred Stock, Series CF Preferred Stock and Series A-3 Preferred Stock), (c) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as officers, employees or consultants and (cd) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors Rights Holders (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Rights Holders, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor Investor, Rights Holder or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor Investor, Rights Holder or Key Holder unless such amendment, modification, termination or waiver applies to all Investors Investors, Rights Holders and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply directly to the Key Holders who are then providing services to the Company as employeesHolders, officers or consultants, and (iviii) Schedule A B hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Key Holders in accordance with Subsection 6.17 of this Agreement, in each case without the consent of the other parties hereto, and (iv) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The For purposes of this Subsection 6.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Company’s stockholders circulated by the Company and executed by the Investors hereby agree that Key Holder or Rights Holder parties specified, whether or not such action by written consent makes explicit reference to the Noteholders holding the Initial Closing Notes are express third party beneficiaries terms of this Section 6.8 and may enforce the rights provided herebyAgreement.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 7.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as officers, employees or consultants, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employeesHolders, officers or consultants, and (iviii) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors investors in Preferred Stock without the consent of the other parties hereto, and (iv) Schedule B hereto may be amended by the Company from time to time to add information regarding additional purchasers of Common Stock of the Company who were required, as a condition to becoming a holder of Common Stock, to be a Key Holder under this Agreement without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Series B Preferred Stock held by the Investors (voting as a single separate class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one (1) or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, and (c) the holders of a majority sixty percent (60%) of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single separate class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one (1) or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. A. The parties hereto may, by agreement in writing authorized by the Board, amend this Agreement at any time before or after approval thereof by the shareholders of the Target Fund; provided, however, that after receipt of Target Fund shareholder approval, no amendment shall be made by the parties hereto which substantially changes the terms of Sections 1, 2 and 3 hereof without obtaining Target Fund shareholder approval thereof. B. At any time prior to the Closing Date, either of the parties may by written instrument signed by it (i) waive any inaccuracies in the representations and warranties made to it contained herein and (ii) waive compliance with any of the covenants or conditions made for its benefit contained herein. No delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. C. This Agreement may be amendedterminated and the transactions contemplated herein may be abandoned at any time prior to the Closing Date: (1) by the consent of the Board; (2) by the Target Fund, modified if the Acquiring Fund breaches in any material respect any of its representations, warranties, covenants or terminated agreements contained in this Agreement; (other than 3) by the Acquiring Fund, if the Target Fund breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; (4) by either the Target Fund or the Acquiring Fund, if the closing has not occurred within fifteen (15) business days after the receipt of all necessary regulatory approvals and the final adjournment of the meeting of shareholders of the Target Fund at which this Agreement will be considered and approved (provided that the right to terminate this Agreement pursuant to Section 6.1 abovethis subsection C.(4) and shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been the observance cause of any term hereof may be waived or resulted in the failure of the closing to occur on or before such date); (either generally or 5) by the Acquiring Fund in a particular instance and either retroactively or prospectively) only by a written instrument executed by the event that: (a) all the Companyconditions precedent to the Acquiring Fund's obligation to close, as set forth in Section 8 of this Agreement, have been fully satisfied (or can be fully satisfied at the closing); (b) the Key Holders, who are then providing services Acquiring Fund gives the Target Fund written assurance of its intent to close irrespective of the satisfaction or nonsatisfaction of all conditions precedent to the Company Target Fund's obligation to close, as employees, officers or consultants, holding a majority set forth in Section 7 of the shares of Transfer Stock then held by all of the Key Holders, this Agreement; and (c) the holders of a majority of the shares of Common Stock issued Target Fund then fails or issuable upon conversion of the then outstanding shares of Preferred Stock held refuses to close within five (5) business days; or (6) by the Investors Target Fund in the event that: (voting as a single class and on an as-converted basisa) and (d) for so long as a majority of all the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services conditions precedent to the Company Target Fund's obligation to close, as an employee, officer or consultant, without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants), respectively, set forth in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision Section 7 of this Agreement, have been fully satisfied (or can be fully satisfied at the closing); (b) the Target Fund gives the Acquiring Fund written assurance of its intent to close irrespective of the satisfaction or nonsatisfaction of all the conditions precedent to the Acquiring Fund's obligation to close, as set forth in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries Section 8 of this Section 6.8 Agreement; and may enforce (c) the rights provided herebyAcquiring Fund then fails or refuses to close within five (5) business days. 10.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as officers, employees or consultants, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors Investors, including NCO (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, and (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties heretoHolders. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one (1) or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holder holding a majority of the shares of Transfer Stock then held by all of the Key HoldersStock, and (c) the holders of at least a majority of the shares of Class A Voting Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single separate class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders Holder and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holder, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders Holder shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolder, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one (1) or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 5.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iviii) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority sixty-five percent (65%) of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as officers, employees or consultants and (c) the holders of a majority sixty-five percent (65%) of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Series A Preferred Stock held by the Investors Investor (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the InvestorsInvestor, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any the Investor or any Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to the Investor and all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, fashion and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties heretoHolders. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority of the shares of Transfer Stock then held by all of the Key HoldersHolders who are then providing services to the Company as officers, employees or consultants, and (c) the holders of a majority at least seventy percent (70%) of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Significant Investors (voting as a single class and on an as-converted basis) and (d) ), which holders shall include at least two Major Investors but only for so long as a majority of the Notes issued under the NPA as of the date hereof at least two Major Investors remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesSignificant Investors. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may the definition of Major Investor shall not be amended, amended or modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all of the Major Investors and Key Holders (who that are then providing services to the Company as employees, officers or consultants), respectively, in the same fashionSignificant Investors, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder without the written consent of such Investor, if Investor or Key Holder unless such amendment, modification, termination or waiver would adversely affect applies to all Investors and Key Holders, respectively, in the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreementsame fashion, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultantsHolders, and (iv) Schedule A hereto and/or Schedule B, as applicable, may be amended by the Company from time to time (a) in accordance with the Purchase Agreement Section 6.11 (to add information regarding additional Investors Investors) or Section 6.17 (to add information regarding additional Key Holders) or (b) to add information regarding permitted transferees or assignees of an Investor or Key Holder, in each case without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 5.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, Holders holding a majority at least fifty percent (50%) of the shares of Transfer Stock then held by all of the Key Holders, Holders and (c) the holders of a majority Investors holding at least seventy-five percent (75%) of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants)Holders, respectively, in the same fashion, fashion and (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

Amendment; Waiver and Termination. (A) The parties hereto may, by agreement in writing authorized by their respective Boards of Trustees, amend this Agreement at any time before or after approval thereof by the shareholders of the Balanced Fund; provided, however, that after receipt of Balanced Fund shareholder approval, no amendment shall be made by the parties hereto which substantially changes the terms of Sections 1, 2 and 3 hereof without obtaining Balanced Fund's shareholder approval thereof. (B) At any time prior to the Closing Date, either of the parties may by written instrument signed by it (i) waive any inaccuracies in the representations and warranties made to it contained herein and (ii) waive compliance with any of the covenants or conditions made for its benefit contained herein. No delay on the part 20 21 of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. (C) This Agreement may be amendedterminated, modified and the transactions contemplated herein may be abandoned at any time prior to the Closing Date: (i) by the mutual consents of the Board of Trustees of the Balanced Fund and the Equity Income Fund; (ii) by the Balanced Fund, if the Equity Income Fund breaches in any material respect any of its representations, warranties, covenants or terminated agreements contained in this Agreement; (other than iii) by the Equity Income Fund, if the Balanced Fund breaches in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement; (iv) by either the Balanced Fund or Equity Income Fund, if the Closing has not occurred on or prior to [December 31, 1996] (provided that the rights to terminate this Agreement pursuant to Section 6.1 abovethis subsection (C)(iv) and shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been the observance cause of any term hereof may be waived or resulted in the failure of the Closing to occur on or before such date); (either generally or v) by the Equity Income Fund in a particular instance and either retroactively or prospectively) only by a written instrument executed by the event that: (a) all the Companyconditions precedent to the Balanced Fund's obligation to close, as set forth in Section 7 of this Agreement, have been fully satisfied (or can be fully satisfied at the Closing); (b) the Key Holders, who are then providing services Equity Income Fund gives the Balanced Fund written assurance of its intent to close irrespective of the satisfaction or nonsatisfaction of all conditions precedent to the Company Equity Income Fund's obligation to close, as employees, officers or consultants, holding a majority set forth in Section 8 of the shares of Transfer Stock then held by all of the Key Holders, this Agreement; and (c) the holders Balanced Fund then fails or refuses to close within the earlier of a majority of the shares of Common Stock issued five (5) business days or issuable upon conversion of the then outstanding shares of Preferred Stock held [December 31, 1996]; or (vi) by the Investors Balanced Fund in the event that: (voting as a single class and on an as-converted basisa) and (d) for so long as a majority of all the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services conditions precedent to the Company Equity Income Fund's obligation to close, as an employee, officer or consultant, without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants), respectively, set forth in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision Section 8 of this Agreement, have been fully satisfied (or can be fully satisfied at the Closing); (b) the Balanced Fund gives the Equity Income Fund written assurance of its intent to close irrespective of the satisfaction or nonsatisfaction of all the conditions precedent to the Balanced Fund's obligation to close, as set forth in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries Section 7 of this Section 6.8 Agreement; and may enforce (c) the rights provided herebyEquity Income Fund then fails or refuses to close within the earlier of five (5) business days or [December 31, 1996]. 21 22 10.