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Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and holders of at least a majority, Warrant Shares and of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5] shall be binding upon each Purchaser and holder of Securities and the Company.

Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and holders ofPurchasers holding at least a majority, Warrant Shares and50.1% in interest of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein)then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided,sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5] shall be binding upon each Purchaser and holder of Securities and the Company.

Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and holders ofPurchasers which purchased at least a majority, Warrant50.1% in interest of the Shares and ofSeries B Warrants, in the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitationaggregate, based on the exercise of the Warrants contained therein)initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided,sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of at least 50.1% in interest of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser,Purchaser. Any amendment effected in accordance with accordance with this [SectionSection 5.5]5 shall be binding upon each Purchaser and holder of Securities and the Company.

Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and holders ofPurchasers which purchased at least a majority, Warrant Shares and67% in interest of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitationbased on the exercise of the Warrants contained therein)initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5] shall be binding upon each Purchaser and holder of Securities and the Company.

Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and holders ofPurchasers which purchased at least a majority, Warrant Shares and67% in interest of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitationbased on the exercise of the Warrants contained therein)initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5] shall be binding upon each Purchaser and holder of Securities and the Company.

Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and holders of at least a majority, Warrant Shares and of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required.Purchaser. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this Section 5.5 shall be binding upon eachthe Purchaser and holder of Securities and the Company.

Amendments; Waivers. NoExcept as provided in the last sentence of this [Section 5.5], no provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and holders of at least a majority, Warrant Shares and of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein)Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required.sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this Section[Section 5.55] shall be binding upon eachthe Purchaser and holder of Securities and the Company.

Amendments;Amendments and Waivers. No provision ofAmendments or additions to this Agreement may be waived, modified, supplemented or amended except in amade only upon the written instrument signed, in the case of an amendment, by the Company and holders of at least a majority, Warrant Shares andconsent of the aggregate amount of Shares issued hereunderCorporation and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), thewritten consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required.Purchaser. No waiver of any default with respect toprovision hereof, or consent required hereunder, or any provision, conditionconsent or requirement ofdeparture from this AgreementAgreement, shall be deemedvalid or binding unless expressly and affirmatively made in writing and duly executed by the party to be charged with such waiver. No waiver shall constitute or be construed as a continuing waiver in the future or a waiver in respect of any subsequent defaultdefault, either of similar or different nature, unless expressly so stated in such writing. No course of dealing, nor any failure or delay in exercising any right, shall be construed as a waiverwaiver, and no single or partial exercise of a right shall preclude any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair thefurther exercise of that or any suchother right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5] shall be binding upon each Purchaser and holder of Securities and the Company.

Amendments; Waivers. No provision of this Agreement may be waived, modified, supplementedwaived or amended except in a written instrument signed, in the case of an amendment, by the CompanySeller and holders of at least a majority, Warrant Shares and of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein)Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waived provisionwaiver is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required.sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of anyeither party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relativeright accruing to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.it thereafter.

Amendments; Waivers. No provisionThis Agreement may be amended at any time by a written instrument signed by the Company and Stockholders holding at least a majority of the Registrable Shares. The applicability of any provisions of this Agreement in a particular instance may be waived, modified, supplemented or amended except in a written instrument signed,waived by the party entitled to the benefit of such provision(s) as follows: in the case of an amendment,the Company, by written instrument signed on behalf of the Company and holders of at leastby a majority, Warrant Sharesduly authorized officer; and of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of the Stockholders, by a waiver,written instrument signed by the party against whom enforcementStockholders holding at least a majority of any such waived provision is sought; provided, that if any amendment, modificationthe Registrable Shares. No waivers of or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respectexceptions to any provision,term, condition or requirementprovision of this AgreementAgreement, in any one or more instances, shall be deemed to bebe, or construed as, a continuing waiver in the futurefurther or acontinuing waiver of any subsequent default or a waiver of any other provision,such term, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of anyprovision. Any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5]7(b)] shall be binding upon each Purchaser and holder of Securities and the Company.on all parties hereto, even if they did not consent to such amendment or waiver.

Amendments;Amendments and Waivers. No provisionThe provisions of this AgreementAgreement, including the provisions of this sentence, may not be waived, modified, supplementedamended, modified or amended exceptsupplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by [[Organization A:Organization]] and the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes any Registrable Securities issuable upon exercise or conversion of any Security); provided that no such amendment, action or omission that adversely affects, alters or changes the interests of any Holder in a written instrument signed, inmanner disproportionate to the case of an amendment, by the Company and holders of at least a majority, Warrant Shares and of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreementother Holders shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of anyeffective against such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall requireHolder without the prior written consent of such adversely affected Purchaser, AnyHolder. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment effecteddone in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with accordance withthe provisions of the first sentence of this [Section Section 6.5.5] No consideration shall be binding upon each Purchaser and holderoffered or paid to any Person to amend or consent to a waiver or modification of Securities andany provision of this Agreement unless the Company.same consideration also is offered to all of the parties to this Agreement.

Amendments;Amendments and Waivers. No provisionThe provisions of this Agreement may not be waived, modified, supplementedamended, modified or amended exceptsupplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in a written instrument signed, in the case of an amendment,writing and signed by the Company and holders of at leastInvestor or, if investor does not own Registerable Securities, a majority, Warrant Shares andmajority in interest of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5] shall be binding upon each Purchaser and holder of Securities and the Company.Holders.

Amendments;Amendments and Waivers. No provisionThe provisions of this AgreementAgreement, including the provisions of this sentence, may not be waived, modified, supplementedamended, modified or amended exceptsupplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in a written instrument signed, inwriting and signed by and the caseHolders of an amendment, by the Company and holders of at least a majority, Warrant Shares and50.1% or more of the aggregate amountthen outstanding Registrable Securities (for purposes of Shares issued hereunder and sharesclarification, this includes any Registrable Securities issuable under the Warrants (without regard to any restrictionupon exercise or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcementconversion of any such waived provision is sought; provided, thatSecurity), provided that, if any amendment, modification or waiver disproportionately and adversely impacts a PurchaserHolder (or group of Purchasers)Holders), the consent of such disproportionately impacted PurchaserHolder (or group of Purchasers)Holders) shall also be required. NoIf a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of any defaultRegistrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this [Section 6(f)]. No consideration shall be offered or paid to any provision, conditionPerson to amend or requirementconsent to a waiver or modification of any provision of this Agreement shall be deemedunless the same consideration also is offered to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligationsall of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance withparties to this [Section 5.5] shall be binding upon each Purchaser and holder of Securities and the Company.Agreement.

Amendments;Amendments and Waivers. No provisionExcept as specified in [Section 1.2.2], any term of this Agreement may be waived, modified, supplementedamended, terminated or amended exceptwaived (either generally or in a particular instance and either retroactively or prospectively) only with the written instrument signed, in the caseconsent of an amendment, by the Company and holders of at leastthe Purchasers holding a majority, Warrant Shares andmajority of the aggregate amountthen-outstanding shares of Common Stock issued on conversion thereof.. Notwithstanding the foregoing, the addition of a party to this Agreement pursuant to a transfer of Shares issued hereunder and shares issuable under the Warrants (without regard toin accordance with [Section 8.1] will not require any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.further consent. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this Section 5.5 shall[Section 8.8] will be binding upon each Purchaser and holder of Securitiesthe Purchasers and the Company.

Amendments; Waivers. No provisionAmendment and Waiver. Except as otherwise provided herein, the provisions of this Agreementthe Warrants may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, byand the Company and holdersmay take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of at leastthe Holders of Warrants representing no less than a majority,majority of the Warrant Shares and of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on theobtainable upon exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5] shall be binding upon each Purchaser and holder of Securities and the Company.then outstanding.

Amendments;Amendments and Waivers. No provisionThe provisions of this AgreementAgreement, including the provisions of this sentence, may not be waived, modified, supplementedamended, modified or amended exceptsupplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by [[Organization A:Organization]] and the Holders of a written instrument signed, in the case of an amendment, by the Company and holders of at least a majority, Warrant Shares andmajority of the aggregate amountthen outstanding Registrable Securities (for purposes of Shares issued hereunder and sharesclarification, this includes any Registrable Securities issuable under the Warrants (without regard to any restrictionupon exercise or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcementconversion of any such waived provision is sought; provided, thatSecurity), provided that, if any amendment, modification or waiver disproportionately and adversely impacts a PurchaserHolder (or group of Purchasers)Holders), the consent of such disproportionately impacted PurchaserHolder (or group of Purchasers)Holders) shall also be required. NoIf a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of any defaultRegistrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(e). No consideration shall be offered or paid to any provision, conditionPerson to amend or requirementconsent to a waiver or modification of any provision of this Agreement shall be deemedunless the same consideration also is offered to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligationsall of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance withparties to this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.Agreement.

“6.7 Amendments; Waivers. No provisionThis Agreement and any term hereof may be amended, terminated or waived only with the written consent of the Company and a majority in interest of the Purchasers; provided that this Agreement may not be waived, modified, supplementedamended, modified or amended except in a written instrument signed, interminated and the caseobservance of an amendment, by the Company and holders of at least a majority, Warrant Shares and of the aggregate amount of Shares issuedany term hereunder and shares issuable under the Warrants (without regardmay not be waived with respect to any restriction or limitation onPurchaser without the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), thewritten consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required.Purchaser, unless such amendment, modification, termination or waiver applies to all Purchasers in the same fashion. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of anyeither party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5] shall be binding upon each Purchaser and holder of Securities and the Company.

Amendments;Amendments and Waivers. No provisionThe provisions of this AgreementAgreement, including the provisions of this sentence, may not be waived, modified, supplementedamended, modified or amended exceptsupplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in a written instrument signed, inwriting and signed by [[Organization A:Organization]] and the caseHolders of an amendment, by the Company and holders of at least a majority, Warrant Shares and67% or more of the aggregate amountthen outstanding Registrable Securities (for purposes of Shares issued hereunder and sharesclarification, this includes any Registrable Securities issuable under the Warrants (without regard to any restrictionupon exercise or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcementconversion of any such waived provision is sought; provided, thatSecurity), provided that, if any amendment, modification or waiver disproportionately and adversely impacts a PurchaserHolder (or group of Purchasers)Holders), the consent of such disproportionately impacted PurchaserHolder (or group of Purchasers)Holders) shall also be required. NoIf a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of any defaultRegistrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(f). No consideration shall be offered or paid to any provision, conditionPerson to amend or requirementconsent to a waiver or modification of any provision of this Agreement shall be deemedunless the same consideration also is offered to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligationsall of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance withparties to this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.Agreement.

Amendments;Amendments and Waivers. NoThis Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by Purchaser, the Representative and each Equity Sponsor. The waiver by any Party of a breach of any provision of this Agreement mayshall not operate or be waived, modified, supplementedconstrued as a further or amended except in a written instrument signed, in the case of an amendment, by the Company and holders of at least a majority, Warrant Shares and of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification orcontinuing waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, conditionbreach or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default oras a waiver of any other provision, condition or requirement hereof,subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any delaysingle or omissionpartial exercise of such right, power or remedy by such Party preclude any party toother or further exercise any right hereunder in any manner impairthereof or the exercise of any such right. Any proposed amendmentother right, power or waiver that disproportionately, materially and adversely affectsremedy. In the rights and obligationsevent any provision of any Purchaser relativeother Transaction Agreement shall in any way conflict with the provisions of this Agreement (except where a provision therein expressly provides that it is intended to the comparable rights and obligations of the other Purchaserstake precedence over this Agreement) this Agreement shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.control.

Amendments;Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by [[Organization A:Organization]] and the Holders of 67% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes any Registrable Securities issuable upon exercise or conversion of any Security). If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(f). No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, inunless the case of an amendment, by the Company and holders of at least a majority, Warrant Shares andsame consideration also is offered to all of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regardparties to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.Agreement.

Amendments;Amendments and Waivers. No provision of this Agreement may be waived, modified, supplementedwaived or amended except in a written instrument signed, insigned by and the caseHolder or Holders (as applicable) of an amendment, by the Company and holders of at leastno less than a majority, Warrant Shares andmajority of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regardthen outstanding Registrable Securities. shall provide prior notice to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcementall Holders of any such waived provision is sought; provided, that if any amendment, modificationproposed waiver or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required.amendment. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of anyeither party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5] shall be binding upon each Purchaser and holder of Securities and the Company.

Amendments; Waivers.Amendment; Waiver. No provision of this Agreement may be waived, modified, supplementedmodification, amendment or amended except in a written instrument signed, in the case of an amendment, by the Company and holders of at least a majority, Warrant Shares and of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirementprovision of this Agreement shall be deemedeffective unless such modification, amendment or waiver is approved in writing by each of the Parties. The failure of any Party to enforce any of the provisions of this Agreement shall in no way be a continuing waiver in the future orconstrued as a waiver of any subsequent default or a waiversuch provisions and shall not affect the right of any other provision, condition or requirement hereof, nor shall any delay or omissionsuch Party thereafter to enforce each and every provision of any party to exercise any right hereunderthis Agreement in any manner impairaccordance with its terms. Notwithstanding the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relativeforegoing, to the comparable rightsextent that the Purchaser have waived any condition to Closing set forth in [Section 5.2] (excluding [Sections 5.2(a) and obligations(b)])]) under any of the other Purchasers shall requireShare Purchase Agreements, the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5]Purchaser shall be binding upon each Purchaser and holder of Securities and the Company.deemed to have waived such same condition to Closing under this Agreement.

Amendments; Waivers. No provisionAmendment and Waiver. The provisions of this Agreement may be waived, modified, supplementedamended or amended except in awaived only by the written instrument signed, in the caseagreement of an amendment, by the Company and holdersthe Holder, and no course of at least a majority, Warrant Shares and ofconduct or failure or delay in enforcing the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirementprovisions of this Agreement shall be deemed to be a continuing waiver inaffect the futurevalidity, binding effect or a waiverenforceability of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5] shall be binding upon each Purchaser and holder of Securities and the Company.Agreement.

Amendments;Amendments and Waivers. No provision of this Agreement may be waived, modified, supplementedwaived or amended except in a written instrument signed, insigned by [[Organization B:Organization]] and the caseHolder or Holders (as applicable) of an amendment, by the Company and holders of at leastno less than a majority, Warrant Shares andmajority of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regardthen outstanding Registrable Securities. [[Organization B:Organization]] shall provide prior notice to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcementall Holders of any such waived provision is sought; provided, that if any amendment, modificationproposed waiver or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required.amendment. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of anyeither party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.

Amendments; Waivers.Amendment; Waiver. No provision of this Agreement may be waived, modified, supplementedmodification, amendment or amended except in a written instrument signed, in the case of an amendment, by the Company and holders of at least a majority, Warrant Shares and of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirementprovision of this Agreement shall be deemedeffective unless such modification, amendment or waiver is approved in writing by each of the Parties. The failure of any Party to enforce any of the provisions of this Agreement shall in no way be a continuing waiver in the future orconstrued as a waiver of any subsequent default or a waiversuch provisions and shall not affect the right of any other provision, condition or requirement hereof, nor shall any delay or omissionsuch Party thereafter to enforce each and every provision of any party to exercise any right hereunderthis Agreement in any manner impairaccordance with its terms. Notwithstanding the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relativeforegoing, to the comparable rightsextent that the Purchaser have waived any condition to Closing set forth in Section 5.2 (excluding Sections 5.2(a) and obligations(b)) under any of the other Purchasers shall requireShare Purchase Agreements, the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this Section 5.5Purchaser shall be binding upon each Purchaser and holder of Securities and the Company.deemed to have waived such same condition to Closing under this Agreement.

Amendments; Waivers. No provisionAmendment and Waiver. The provisions of this Agreement may be waived, modified, supplementedamended or amended except in awaived only by the written instrument signed, in the caseagreement of an amendment, by the Company and holdersthe Holder, and no course of at least a majority, Warrant Shares and ofconduct or failure or delay in enforcing the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirementprovisions of this Agreement shall be deemed to be a continuing waiver inaffect the futurevalidity, binding effect or a waiverenforceability of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5] shall be binding upon each Purchaser and holder of Securities and the Company.Agreement.

Amendments; Waivers.Amendment; Waiver; Consent. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment,signed by the Company and holders of at least a majority, Warrant Shares andeach of the aggregate amount of Shares issued hereunder and shares issuable under the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required.parties hereto. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of anyeither party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effected in accordance with accordance with this [Section 5.5] shall be binding upon each Purchaser and holder of Securities and the Company.

Amendments;Amendments and Waivers. No provisionThe provisions of this AgreementAgreement, including the provisions of this sentence, may not be waived, modified, supplementedamended, modified or amended exceptsupplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in a written instrument signed, in the case of an amendment,writing and signed by the Company and holders of at least a majority, Warrant Shares andeach of the aggregate amount of Shares issued hereunder and shares issuable underthen outstanding Registrable Securities. Notwithstanding the Warrants (without regardforegoing, a waiver or consent to any restriction or limitation ondepart from the exercise of the Warrants contained therein) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any defaultprovisions hereof with respect to any provision, conditiona matter that relates exclusively to the rights of Buyers and that does not directly or requirementindirectly affect the rights of other Buyers may be given by Buyers of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this Agreement shallsentence may not be deemed to be a continuing waiver in the futureamended, modified, or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser, Any amendment effectedsupplemented except in accordance with accordance with this [Section 5.5] shall be binding upon each Purchaser and holderthe provisions of Securities and the Company.immediately preceding sentence.

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