Common use of Amendment and Restatement of Prior Agreement Clause in Contracts

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain of the Prior Investors who are party hereto, pursuant to Section 5.5 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of at least a majority of the Registrable Securities held by the Prior Investors who are party hereto, pursuant to Section 5.5 outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of two-thirds (2/3) of the Prior Investors who are party hereto, pursuant to Section 5.5 Investor Stock and a majority of the Prior Common Stock outstanding as of the date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Series B Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of a majority of the Prior Preferred Stock held by the Prior Investors who are party hereto, pursuant to Section 5.5 outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain Company, the holders of at least a majority of the Prior outstanding Registrable Securities, and the Investors who are party hereto, pursuant to Section 5.5 holding at least 66 2/3% of the Prior Agreementoutstanding shares of Preferred Stock. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated and superseded in its entirety as set forth and restated herein. Such amendment and restatement is shall be effective upon the execution of this Agreement on the date hereof by the Company and certain of the Prior Investors who are party hereto, parties required for an amendment pursuant to Section 5.5 6.6 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety by the provisions hereof and shall have no further force or effect, including, without limitation, all rights of first refusal to future stock issuances and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain of the Prior Investors who are party hereto, parties required for amendment pursuant to Section 5.5 6.5 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain of the Prior Existing Investors who are party hereto, pursuant to in accordance with Section 5.5 4.7 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of a majority of the Registrable Securities (as defined in the Prior Investors who are party hereto, pursuant to Section 5.5 Agreement) outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by (a) the Company and certain (b) the holders of at least 66 2/3% of the Prior Investors who are party hereto, pursuant to Section 5.5 of Registrable Securities (as defined in the Prior Agreement). Upon such execution, all all 1. provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the Holders of a majority of the Prior Investors who are party hereto, pursuant to Section 5.5 Registrable Securities outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of at a majority of the Prior Investors who are party hereto, pursuant to Section 5.5 of Registrable Securities (as defined in the Prior Agreement). Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of a majority of the Registrable Securities (as defined in the Prior Agreement) held by the Prior Investors who are party hereto, pursuant to Section 5.5 outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, effect including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this the Agreement on the date hereof by the Company and certain the holders of a majority in interest of the Registrable Securities (as defined in the Prior Agreement) held by the Prior Investors who are party hereto, pursuant to Section 5.5 outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain of the Prior Investors who are party hereto, parties required for an amendment pursuant to Section 5.5 6.6 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of a majority of the Registrable Securities held by the Prior Investors who are party hereto, pursuant to outstanding as of the date of this Agreement in accordance with Section 5.5 6.5 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of at least seventy percent (70%) of the Registrable Securities then outstanding held by the Prior Investors who are party hereto, pursuant to Section 5.5 as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of a majority of the Series C Stock held by the Prior Investors who are party hereto, pursuant to Section 5.5 outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders a majority of the Registrable Securities held by the Prior Investors who are party hereto, pursuant to Section 5.5 outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal set forth in Section 4 and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of two thirds of the Registrable Securities (as defined in the Prior Investors who are party hereto, pursuant to Section 5.5 Agreement) outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no no 1. further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of at least 55% of the Registrable Securities (as defined in the Prior Agreement) then outstanding held by the Prior Investors who are party hereto, pursuant to Section 5.5 as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal to future stock issuances and any notice period associated therewith otherwise under Section 4 of the Prior Agreement applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of a majority of the Registrable Securities held by the Prior Investors who are party hereto, pursuant to Section 5.5 outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of at least sixty-five percent (65%) of the Registrable Securities held by the Prior Investors who are party hereto, pursuant to Section 5.5 outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of a majority of the Prior Investors who are party hereto, pursuant to Section 5.5 then-outstanding Registrable Securities as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of 60% of the Registrable Securities held by the Prior Investors who are party hereto, pursuant to Section 5.5 outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal set forth in Section 4 of the Prior Agreement and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Series D Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of a majority of the Prior Investors who are party hereto, pursuant to Section 5.5 of Registrable Securities (as defined in the Prior Agreement), regardless of whether any other party has executed this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Series G-2 Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this the Agreement on by the Company, the holders of a majority in interest of the Registrable Securities held by the Existing Investors outstanding as of the date hereof by the Company and certain of the Prior Investors who are party hereto, pursuant to Section 5.5 of the Prior this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Series E Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of sixty-five percent (65%) of the “Registrable Securities” (as that term is defined in the Prior Investors who are party hereto, pursuant to Section 5.5 Agreement) outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of at least a majority in interest of the Prior Investors who are party hereto, pursuant to Section 5.5 of Registrable Securities (as such term is defined in the Prior Agreement). Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated superseded in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of at least a majority in interest of the Registrable Securities held by the Prior Investors who are party hereto, pursuant to Section 5.5 outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or to effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Series D Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of a majority of the Prior Investors who are party hereto, pursuant to Section 5.5 of Registrable Securities (as defined in the Prior Agreement), regardless of whether any other party has executed this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Series G-4 Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of at least fifty-five percent (55%) of the Registrable Securities held by the Prior Investors who are party hereto, pursuant to Section 5.5 outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.the

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of the Prior Investors who are party hereto, pursuant to Section 5.5 at least seventy percent (70%) of the-then outstanding Registrable Securities (as defined in the Prior Agreement). Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of a majority of the Prior Investors who are party hereto, pursuant to Section 5.5 Registrable Securities outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement. [Signature page follows.]

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective effective 1. upon the execution of this Agreement on the date hereof by the Company and certain the holders of a majority of the Prior Investors who are party hereto, pursuant to Section 5.5 Registrable Securities outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded restated in their entirety as set forth herein and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this the Agreement on the date hereof by the Company and certain by the holders of a majority of the Series A Stock held by the Prior Investors who are party hereto, pursuant to Section 5.5 outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of a majority of the Prior Investors who are party hereto, pursuant to Section 5.5 Registrable Securities outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of a majority of the Registrable Securities (as defined in the Prior Investors who are party hereto, pursuant to Section 5.5 Agreement) outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal refusal 1. and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this the Agreement on the date hereof by the Company Company, LLC and certain the holders of a majority in interest of the Registrable Securities held by the Prior Investors who are party hereto, pursuant to Section 5.5 outstanding as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of a majority of the Prior Investors who are party hereto, pursuant to Section 5.5 of Registrable Securities (as defined in the Prior Agreement), regardless of whether any other party has executed this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Series G-3 Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of 60% of the Prior Investors who are party hereto, pursuant to Section 5.5 then-outstanding Registrable Securities as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this the Agreement on the date hereof by the Company and certain Company, the holders of at least two-thirds of the Registrable Securities held by the Prior Investors who are party hereto, pursuant to Section 5.5 as of the Prior date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth and restated herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain the holders of a majority of the Prior Investors who are party hereto, pursuant to Section 5.5 of Registrable Securities (as defined in the Prior Agreement), regardless of whether any other party has executed this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Series G-5 Purchase Agreement. [Remainder of this page intentionally left blank.]