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 10.1 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 the Company and the Required Holders; provided that any amendment, modification, termination or waiver of the rights of (i) Sofinnova under Section 5 shall also require the prior written consent of Sofinnova, (ii) Split Rock under Section 5 shall also require the prior written consent of Split Rock; (iii) 2011 Investors under Section 5 shall also require the prior written consent of such 2011 Investors; and (iv) Sofinnova, Split Rock, the 2011 Investors, respectively, set forth in this sentence shall require the prior written consent of Sofinnova, Split Rock, and the 2011 Investors, respectively. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the 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, this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Stockholder without the written consent of such Stockholder unless such amendment, modification, termination or waiver applies to all Stockholders in the same fashion. 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.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 10.1 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, (b) the Founder and (c) the Required Holders; provided that any amendment, modification, termination or waiver holders of two-thirds (2/3) of the rights of (i) Sofinnova under Section 5 shall also require the prior written consent of Sofinnova, (ii) Split Rock under Section 5 shall also require the prior written consent of Split Rock; (iii) 2011 Investors under Section 5 shall also require the prior written consent of such 2011 Investors; and (iv) Sofinnova, Split Rock, the 2011 Investors, respectively, set forth in this sentence shall require the prior written consent of Sofinnova, Split Rock, and the 2011 Investors, respectivelyPreferred Stock. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the StockholdersInvestors, the Founder 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, this Agreement may : (i) the consent of the Founder shall not be amendedrequired for any amendment, modified modification, termination or terminated and the observance of any term hereunder may not be waived with respect to any Stockholder without the written consent of such Stockholder unless waiver if such amendment, modification, termination or waiver applies does not apply to all Stockholders the Founder; (ii) Schedule B hereto may be amended by the Company from time to time in accordance with Section 6.15 hereto to add information regarding additional Founders without the same fashionconsent of the other parties hereto; (iii) Schedule A hereto may be amended by the Company from time to time to reflect assignments described in Section 6.9(c) without the consent of the other parties hereto; and (iv) any provision hereof may be waived in an executed writing 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. Any amendment, termination or waiver effected in accordance with this Section 6.8 shall be binding on each party hereto and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, 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.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 10.1 Subsection 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 and (b) the Required Holders; provided that any amendment, modification, termination or waiver of Requisite Investors (with the rights of Series D-1 Preferred Stock and Series E-1 Preferred Stock not subject to the Regulatory Voting Restriction (ias defined in the Restated Certificate) Sofinnova under Section 5 shall also require the prior written consent of Sofinnova, (ii) Split Rock under Section 5 shall also require the prior written consent of Split Rock; (iii) 2011 Investors under Section 5 shall also require the prior written consent of such 2011 Investors; and (iv) Sofinnova, Split Rock, the 2011 Investors, respectively, set forth in for this sentence shall require the prior written consent of Sofinnova, Split Rock, and the 2011 Investors, respectivelypurpose). Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the StockholdersInvestors, the Founders, 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, this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Stockholder Investor without the written consent of such Stockholder Investor unless such amendment, modification, termination or waiver applies to all Stockholders Investors in the same fashion. 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. Notwithstanding the foregoing, (i) the provisions of Subsections 2.4, 3.3 (with respect to any specific reference to the Series D-1 Preferred Stock, Series E-1 Preferred Stock or Regulated Holders), 5.8 (with respect to this sentence or any reference to shares of Series D-1 Preferred Stock or Series E-1 Preferred Stock), 5.20 and any other specific reference in this Agreement to Series D-1 Preferred Stock or Series E-1 Preferred Stock (to the extent applicable to the special rights and terms of the Series D-1 Preferred Stock or Series E-1 Preferred Stock, as applicable), the treatment thereof, a Regulated Holder or any provision intended to address the regulatory status of a Regulated Holder, may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of (x) American Express Travel Related Services Company, Inc. (“AXP”) in order to be enforceable against AXP and its affiliates (as defined in Regulation Y (12 C.F.R. Part 225)) and (y) for so long as any Regulated Holder or its BHCA Transferee holds any shares of Series D-1 Preferred Stock or Series E-1 Preferred Stock, the holders of a majority of the then-outstanding shares of Series D-1 Preferred Stock and Series E-1 Preferred Stock, voting together, in order to be enforceable against any Regulated Holder or BHCA Transferee, with the Series D-1 Preferred Stock and Series E-1 Preferred Stock treated as not subject to the Regulatory Voting Restriction for this purpose, and (ii) any amendment to Sections 2.2(d), 3.1 or this subpart (ii) of Section 5.8 shall also require the prior written consent of the holders of a majority of the outstanding shares of Series F Preferred Stock in order to be enforceable against the holders of Series F Preferred Stock and any amendment to, or waiver of, any specific reference to Goldman shall also require the prior written consent of Goldman to be enforceable against Goldman.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 10.1 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 Required Holders; provided that holders of at least 70% of the shares of Common Stock issued or issuable upon conversion of the then outstanding, or deemed outstanding, shares of Preferred Stock held by the Stockholders (voting as a single class and on an as-converted basis). 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 Stockholder without the written consent of such Stockholder unless such amendment, modification, termination or waiver of applies to all Stockholders in the rights of (i) Sofinnova under Section 5 shall also require the prior written consent of Sofinnova, (ii) Split Rock under Section 5 shall also require the prior written consent of Split Rock; (iii) 2011 Investors under Section 5 shall also require the prior written consent of such 2011 Investors; and (iv) Sofinnova, Split Rock, the 2011 Investors, respectively, set forth in this sentence shall require the prior written consent of Sofinnova, Split Rock, and the 2011 Investors, respectivelysame fashion. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Stockholders, 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, this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Stockholder without the written consent of such Stockholder unless such amendment, modification, termination or waiver applies to all Stockholders in the same fashion. 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.