Common use of Amendments of Prior Rights Agreement; Waiver of Right of First Offer Clause in Contracts

Amendments of Prior Rights Agreement; Waiver of Right of First Offer. Effective and contingent upon execution of this Agreement by the Company and the holders of at least a majority of the then outstanding shares of Preferred Stock, voting together as a single class, and upon closing of the transactions contemplated by the Purchase Agreement, the Prior Rights Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement, and the Company, the Common Holders and the Investors hereby agree to be bound by the provisions hereof as the sole agreement of the Company, the Common Holders and the Investors with respect to registration rights of the Company’s securities and certain other rights, as set forth herein. The Major Investors (as defined herein) hereby waive the Right of First Offer, including the notice requirements, set forth in the Prior Rights Agreement with respect to the issuance of Series G-1 Preferred Stock.

Amendments of Prior Rights Agreement; Waiver of Right of First Offer. Effective and contingent (i) upon execution of this Agreement by the Company and the holders of at least a majority of Requisite Percentage (as defined in the then outstanding shares of Preferred Stock, voting together as a single classPrior Rights Agreement), and (ii) upon closing of the transactions contemplated by “Closing” under the Purchase Agreement, (A) the Prior Rights Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement, and (B) the Company, the Common Holders Key Holders, and the Investors hereby agree to be bound by the provisions hereof as the sole agreement of the Company, the Common Key Holders and the Investors with respect to registration rights of the Company’s securities and certain other rights, as set forth herein. The Investors that are Major Investors (as defined hereinin the Prior Rights Agreement) hereby waive the Right of First Offer, including the notice requirements, set forth in Section 3.2 of the Prior Rights Agreement with respect to the issuance of Series G-1 F Preferred Stock.