Common use of Consent Required to Amend, Terminate or Waive Clause in Contracts

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated 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 holding a majority of the Shares then held by the Key Holders who are then, or then held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as full-time officers, employees or consultants; and (c) the Investors holding at least a majority of the shares of Common Stock issuable upon conversion of the then outstanding shares Preferred Stock. Notwithstanding the foregoing:

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated 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 holding a majority 50% of the Shares then held by the Key Holders who are then, or then held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as full-time officers, employees or consultants; and (c) the Investors holding at least a majority holders of 50% of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of the Preferred StockStock held by the Investors (voting as a single class and on an as-converted basis). Notwithstanding the foregoing:

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated 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 holding a majority of the Shares then held by the Key Holders who are then, or then held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as full-time officers, employees or consultantsHolders; and (c) the Investors holding 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 StockStock held by the Investors (voting as a single class and on an as-converted basis). Notwithstanding the foregoing:

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated 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 holding a majority of the Shares then held by the Key Holders who are then, or provided that such consent shall not be required if the Key Holders do not then held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for own Shares representing at least 5% of the benefit outstanding capital stock of any Founder who is then, providing services to the Company as full-time officers, employees or consultantsCompany; and (c) the Investors holding at least holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred StockStock held by any such Stockholder (voting on an as-converted basis). Notwithstanding the foregoing:

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only prospectively)only by a written instrument executed by (a) the Company; (b) the Key Holders holding a majority of the Shares then held by the Key Holders who are then, or then held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as full-time officers, employees or consultantsHolders; and (c) the Investors holding at least holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred StockStock held by the Investors; and (d) the holders of a majority of the shares of Common Stock held by the Common Stock Investors. Notwithstanding the foregoing:

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated 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 holding a majority of the Shares then held by the Key Holders who are then, or then held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as full-time officers, employees or consultants; and (c) the Investors holding at least holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred StockStock held by the Investors (voting as a single class and on an as-converted basis). Notwithstanding the foregoing:

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated 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 holding a majority of the Shares shares of Common Stock then held by the Key Holders who are then, or then held employed by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as full-time officers, employees or consultantsCompany; and (c) the Investors holding holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred StockStock held by the Investors (voting as a single class and on an as-converted to Common Stock basis). Notwithstanding the foregoing:

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated 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 holding at least a majority of the Shares then held by the Key Holders who are then, or then held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as full-time officers, employees or consultantsHolders; and (c) the Investors holding 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 StockStock held by the Investors (voting as a single class and on an as-converted basis). Notwithstanding the foregoing:

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated 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 holding at least a majority of the Shares then held by the Key Holders who are then, or then held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company (voting as fulla single class and on an as-time officers, employees or consultantsconverted-to-Common Stock basis); and (c) the Investors holding at least a majority of the shares of Shares then held by the Investors (voting as a single class and on an as-converted-to- Common Stock issuable upon conversion of the then outstanding shares Preferred Stockbasis). Notwithstanding the foregoing:

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated 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 holding a majority of the Shares then held by the Key Holders who are then, or then held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as full-time officers, employees or consultants; and (ciii) the Investors holding at least holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred StockStock held by the Investors (voting as a single class and on an as-converted basis). Notwithstanding the foregoing:

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated modified 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 holding a majority of the Shares then held by the Key Holders who are thenHolders, or then held by any Key Holder entity that is ownedand in all circumstances, controlled or established for estate planning purposes and/or for each of Xxxxx Xxxxxxx and Xxxxx Xxxxxxx so long as they respectively hold Shares in excess of the benefit of any Founder who is thenMinimum Ownership Threshold, providing services to the Company as full-time officers, employees or consultants; and (cb) the Investors holding at least holders of a majority of the shares of Common Stock issuable upon conversion of Shares held by the then outstanding shares Preferred StockInvestors (voting as a single class and on an as-converted basis). Notwithstanding the foregoing:

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated 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 holding a majority of the Shares then held by the Key Holders who are then, or then held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to serving the Company as full-time officersemployees, employees advisors or consultants; and (c) the Investors holding at least holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Series Seed Preferred StockStock held by the Investors (voting as a single class and on an as-converted basis). Notwithstanding the foregoing:

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated 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 holding a majority holders of the Shares then held by the Key Holders who are then, or then held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as full-time officers, employees or consultants; and (c) the Investors holding at least a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Series A Preferred StockStock held by the Investors (voting as a single class and on an as-converted basis), and (c) the holders of two-thirds of the shares of Common Stock held by the Key Holders. Notwithstanding the foregoing:

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated 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 holding a majority holders of the Shares then held by the Key Holders who are then, or then held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as full-time officers, employees or consultants; and (c) the Investors holding at least a majority of the shares of Common Stock held by the Common Holders; and (c) the holders of a majority of the shares of the Common Stock issued or issuable upon conversion of the then outstanding shares of Series B Preferred StockStock held by the Investors (voting as a single class and on an as-converted basis). Notwithstanding the foregoing:

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated 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 holding a majority of the Shares then held by the Key Holders who are then, or then held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as full-time officers, employees or consultantsHolders; and (c) the Investors holding holders of at least a majority 70% of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Series A Preferred StockStock held by the Investors (voting as a single class and on an as-converted basis). Notwithstanding the foregoing: