Amendment; Waiver. No modification, amendment or waiver of any provision of this Agreement shall be effective 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 construed as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms. Notwithstanding the foregoing, to the extent that the Purchaser have waived any condition to Closing set forth in Section 5.2 (excluding Sections 5.2(a) and (b)) under any of the other Share Purchase Agreements, the Purchaser shall be deemed to have waived such same condition to Closing under this Agreement.

Amendment; Waiver.Amendments; Waivers. No modification, amendmentprovision 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 the Purchaser. No waiver of any provisiondefault with respect to any provision, condition or requirement of this Agreement shall be effective unless such modification, amendmentdeemed to be a continuing waiver in the future 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 construed as 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 provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreementright. Any amendment effected in accordance with its terms. Notwithstanding the foregoing, to the extent thatthis Section 5.5 shall be binding upon the Purchaser have waived any condition to Closing set forth in Section 5.2 (excluding Sections 5.2(a) and (b)) under anyholder of Securities and the other Share Purchase Agreements, the Purchaser shall be deemed to have waived such same condition to Closing under this Agreement. Company.

Amendment; Waiver.Amendments; Waivers. Except 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 Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No modification, amendment or waiver of any provisiondefault with respect to any provision, condition or requirement of this Agreement shall be effective unless such modification, amendmentdeemed to be a continuing waiver in the future 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 construed as 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 provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreementright. Any amendment effected in accordance with its terms. Notwithstanding the foregoing, to the extent thataccordance with this [Section 5.5] shall be binding upon the Purchaser have waived any condition to Closing set forth in Section 5.2 (excluding Sections 5.2(a) and (b)) under anyholder of Securities and the other Share Purchase Agreements, the Purchaser shall be deemed to have waived such same condition to Closing under this Agreement. Company.

Amendment; Waiver.Amendments; Waivers. No modification, amendmentprovision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Seller and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any provisiondefault with respect to any provision, condition or requirement of this Agreement shall be effective unless such modification, amendmentdeemed to be a continuing waiver in the future 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 construed as a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such provisions and shall not affect the right of such Party thereafteraccruing to enforce each and every provision of this Agreement in accordance with its terms. Notwithstanding the foregoing, to the extent that the Purchaser have waived any condition to Closing set forth in Section 5.2 (excluding Sections 5.2(a) and (b)) under any of the other Share Purchase Agreements, the Purchaser shall be deemed to have waived such same condition to Closing under this Agreement. it thereafter.

Section # Amendment; Waiver. Except as otherwise provided in Section 6.8, this Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by each of the parties hereto. No modification, amendmentwaiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and executed by the party so waiving. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained herein, and in any documents delivered or to be delivered pursuant to this Agreement and in connection with the Closing hereunder. The waiver by any party hereto of a breach of any provision of this Agreement shall be effective unless such modification, amendmentnot operate 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 construed as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms. Notwithstanding the foregoing, to the extent that the Purchaser have waived any condition to Closing set forth in Section 5.2 (excluding Sections 5.2(a) and (b)) under any of the other Share Purchase Agreements, the Purchaser shall be deemed to have waived such same condition to Closing under this Agreement. subsequent breach.

Amendment; Waiver.Amendments; Waivers. No modification, amendmentprovision 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 Purchasers holding at least 50.1% in interest of the Shares then outstanding 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 provisiondefault with respect to any provision, condition or requirement of this Agreement shall be effective unlessdeemed 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 modification,right. Any proposed amendment or waiver is approved in writing by eachthat disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the Parties. The failure of any Party to enforce any ofother Purchasers shall require the provisions of this Agreement shall in no way be construed as a waiverprior written consent of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreementadversely affected Purchaser, Any amendment effected in accordance with its terms. Notwithstanding the foregoing, to the extent that the Purchaser have waived any condition to Closing set forth inaccordance with this Section 5.2 (excluding Sections 5.2(a) and (b)) under any of the other Share Purchase Agreements, the Purchaser5 shall be deemed to have waived such same condition to Closing under this Agreement. binding upon each Purchaser and holder of Securities and the Company.

Amendment; Waiver. No modification, amendmentamendment, modification or waiveralteration of any provisionthe terms or provisions of this Agreement shall be effectivebinding unless such modification, amendment or waiver is approvedthe same shall be in writing and duly executed by eachPurchaser and Seller; provided, however, that any of the Parties. The failureterms or provisions of this Agreement may be waived in writing at any time by the Party that is entitled to enforcethe benefits of such waived terms or provisions. No waiver of any of the provisions of this Agreement shall be deemed to be, or shall constitute, a waiver of any other provision hereof (whether or not similar). No delay on the part of any Party in no way be construedexercising any right, power or privilege hereunder shall operate as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms. Notwithstanding the foregoing, to the extent that the Purchaser have waived any condition to Closing set forth in Section 5.2 (excluding Sections 5.2(a) and (b)) under any of the other Share Purchase Agreements, the Purchaser shall be deemed to have waived such same condition to Closing under this Agreement. thereof.

Amendment; Waiver.Amendments; Waivers. No modification, amendmentprovision 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 Purchasers which purchased at least 67% in interest of the Shares based on the 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 provisiondefault with respect to any provision, condition or requirement of this Agreement shall be effective unlessdeemed 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 modification,right. Any proposed amendment or waiver is approved in writing by eachthat disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the Parties. The failure of any Party to enforce any ofother Purchasers shall require the provisions of this Agreement shall in no way be construed as a waiverprior written consent of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreementadversely affected Purchaser, Any amendment effected in accordance with its terms. Notwithstanding the foregoing, to the extent that the Purchaser have waived any condition to Closing set forth inaccordance with this Section 5.2 (excluding Sections 5.2(a) and (b)) under any of the other Share Purchase Agreements, the Purchaser5 shall be deemed to have waived such same condition to Closing under this Agreement. binding upon each Purchaser and holder of Securities and the Company.

Amendment; Waiver.Section # Amendments and Waivers. No modification, amendment or waiver of any provision of this Agreement shall be effectivevalid unless such modification, amendment or waiver is approvedthe same shall be in writing and signed by Buyer and each of the Parties. The failureSeller. No waiver by either Party of any Partydefault, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to enforceextend to any prior or subsequent default, misrepresentation, or breach of warranty, covenant or agreement hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. Except as otherwise provided in this Agreement, no failure or delay by any party in exercising any right, power or remedy with respect to any of the provisions of this Agreement shall in no way be construedwill operate as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms. Notwithstanding the foregoing, to the extent that the Purchaser have waivedor any condition to Closing set forth in Section 5.2 (excluding Sections 5.2(a) and (b)) under any of the other Share Purchase Agreements, the Purchaser shall be deemed to have waived such same condition to Closing under this Agreement. provisions.

Amendment; Waiver.Amendments; Waivers. No modification, amendmentprovision 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 Purchasers which purchased at least 67% in interest of the Shares based on the 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 provisiondefault with respect to any provision, condition or requirement of this Agreement shall be effective unlessdeemed 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 modification,right. Any proposed amendment or waiver is approved in writing by eachthat disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the Parties. The failure of any Party to enforce any ofother Purchasers shall require the provisions of this Agreement shall in no way be construed as a waiverprior written consent of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreementadversely affected Purchaser, Any amendment effected in accordance with its terms. Notwithstanding the foregoing, to the extent that the Purchaser have waived any condition to Closing set forth in Sectionaccordance with this [Section 5.2 (excluding Sections 5.2(a) and (b)) under any of the other Share Purchase Agreements, the Purchaser5] shall be deemed to have waived such same condition to Closing under this Agreement. binding upon each Purchaser and holder of Securities and the Company.