Common use of Amendment and Waiver of Rights Clause in Contracts

Amendment and Waiver of Rights. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors (and/or any of their permitted successors or assigns) holding at least two thirds (2/3) of the Registrable Securities then held by the Investors (excluding the SVB Warrant Shares) and, solely for amendments and waivers affecting the specific rights of the Founder herein in a manner adverse to and different from the Registrable Securities, at least a majority of the Registrable Securities held by the Founder, and provided, however, that the written consent of the holders of a majority of the then outstanding Series E Preferred Stock shall be required for any amendment or waiver of Sections 3.2(j) and/or (l) as related to the rights of the holders of Series E Preferred Stock and the written consent of the holders of a majority of the then outstanding Series F Preferred Stock shall be required for any amendment or waiver of Sections 3.2(j) and/or (l) and 5.4 as related to the rights of the holders of Series F Preferred Stock (the “Required Consent”). Any amendment or waiver effected in accordance with this Section 4.2 shall be binding upon each Investor, each Holder, each Founder, each permitted successor or assignee of such Investor or Holder and the Company. Notwithstanding anything herein to the contrary, if any amendment to this Agreement is to be made solely for the purpose of adding additional parties as “Investors” hereunder, then such amendment shall not require the consent, approval or signature of any Founder or Investor. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 3 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction; provided, however, if other Investors are so allowed to purchase securities in such transaction, a waiver of the rights under Section 3 with respect to holders of Series E Preferred Stock shall require the consent of the holders of a majority of the outstanding Series E Preferred Stock and a waiver of the rights of Section 3 with respect to holders of Series F Preferred Stock shall require the consent of the holders of a majority of the outstanding Series F Preferred Stock); provided, however, that, notwithstanding the foregoing, the written consent of the holders of a majority of the then outstanding Series E Preferred Stock and the written consent of the holders of a majority of the then outstanding Series F Preferred Stock shall each be required to the extent so required by Sections 3.2(j) and/or (l).

Amendment and Waiver of Rights. Any provision of this Agreement may be amended or terminated and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors (and/or any of their permitted successors or assigns) holding at least two thirds shares of Series A Stock, Series A-1 Stock, Series B Stock, Series B-1 Stock, Series B-2 Stock, Series C Stock and/or Conversion Stock representing and/or convertible into a majority of all the Investors’ Shares (2/3) as defined below); provided, however, that Xxxx Xxxxxx’x rights under Section 3 hereof may not be amended or terminated without Xxxx Xxxxxx’x written consent; provided, further, that no provision of this Agreement may be amended or terminated, or the observance thereof waived, without the written consent of the Registrable Securities Investor whose rights under this Agreement are affected differently by such amendment or waiver than those of other Investors; provided, however, that the specific demand registration rights of the Holders of Series C Preferred Stock hereunder may not be amended in a manner that would be adverse to such Holders or terminated without the written consent of Holders holding shares of Series C Stock representing a majority of all the Series C Stock then held by all Holders; provided, further, if an amendment or waiver disproportionately adversely affects the Investors (excluding the SVB Warrant Shares) and, solely for amendments and waivers affecting the specific obligations or rights of a group of Investors in relation to other Investors, then such amendment or waiver shall require the Founder herein in a manner adverse to and different from the Registrable Securities, written consent of Investors representing at least a majority of the Registrable Securities outstanding Preferred Stock or Conversion Stock then held by the Founder, Investors so affected (it being understood that the proportionality and magnitude of such effect will be determined without regard to relative share ownership); and provided, howeverfurther, that for any issuance of New Securities the written consent Major Investors (and/or any of the holders of their permitted successors or assigns) holding a majority of the then outstanding Series E Preferred shares of Company Stock shall be required for held by all Major Investors may waive any amendment or waiver of Sections 3.2(j) and/or (l) notice under Section 3 as related to all Rights Holders and may waive the rights of first refusal under Section 3 in whole or in part as to all Rights Holders (including without limitation, Xxxx Xxxxxx). As used herein, the holders term “Investors’ Shares” shall mean the shares of Series E Preferred A Stock and issued under the written consent Series A Agreement and/or Series A-1 Stock issued under the Series A-1 Agreement and/or Series B Stock issued under the Series B Agreement, Series B-1 Stock issued under the Series B-1 Agreement, Series B-2 Stock issued under the Series B-2 Agreement, Series C Stock issued under the Series C Agreement plus all then-outstanding shares of the holders of a majority of the then outstanding Series F Preferred Stock shall be required for any amendment or waiver of Sections 3.2(j) and/or (l) and 5.4 as related to the rights of the holders of Series F Preferred Stock (the “Required Consent”)Conversion Stock. Any amendment amendment, termination or waiver effected in accordance with this Section 4.2 5.2 shall be binding upon each Investor, each Holder, each Founderpermitted successor, each permitted successor transferee, or assignee of such Investor or Holder Holder, Xxxx Xxxxxx and the Company. Notwithstanding anything herein to the contrary, if any amendment to this Agreement is to be made solely for the purpose of adding additional parties as “Investors” hereunder, then such amendment shall not require the consent, approval or signature of any Founder or Investor. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 3 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction; provided, however, if other Investors are so allowed to purchase securities in such transaction, a waiver of the rights under Section 3 with respect to holders of Series E Preferred Stock shall require the consent of the holders of a majority of the outstanding Series E Preferred Stock and a waiver of the rights of Section 3 with respect to holders of Series F Preferred Stock shall require the consent of the holders of a majority of the outstanding Series F Preferred Stock); provided, however, that, notwithstanding the foregoing, the written consent of the holders of a majority of the then outstanding Series E Preferred Stock and the written consent of the holders of a majority of the then outstanding Series F Preferred Stock shall each be required to the extent so required by Sections 3.2(j) and/or (l).

Amendment and Waiver of Rights. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors (and/or any of their permitted successors or assigns) holding at least two thirds (2/3) of the Registrable Securities then held by the Investors (excluding the SVB Warrant Shares) and, solely for amendments and waivers affecting the specific rights of the Founder herein in a manner adverse to and different from the Registrable Securities, at least a majority of the Registrable Securities held by the Founder, and provided, however, that the written consent of each of (a) the holders of a majority of the then outstanding Series E Preferred Stock shall be required for any amendment or waiver of Sections 3.2(j) and/or (l) as related to the rights of the holders of Series E Preferred Stock and the written consent of Stock, (b) the holders of a majority of the then outstanding Series F Preferred Stock shall be required for any amendment or waiver of Sections 3.2(j) and/or (l) and 5.4 as related to the rights of the holders of Series F Preferred Stock, (c) the holders of a majority of the then outstanding Series F-1 Stock, shall be required for any amendment or waiver of Sections 3.2(j) and/or (l) as related to the rights of the holders of Series F-1 Stock and (d) CrossLink Capital and Temasek shall be required for any amendment or waiver of Section 3A as related to the rights of CrossLink Capital or Temasek, as the case may be (the “Required Consent”). Any amendment or waiver effected in accordance with this Section 4.2 shall be binding upon each Investor, each Holder, each the Founder, each permitted successor or assignee of such Investor or Holder and the Company. Notwithstanding anything herein to the contrary, if any amendment to this Agreement is to be made solely for the purpose of adding additional parties as “Investors” hereunder, then such amendment shall not require the consent, approval or signature of any Founder or Investor. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 3 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction; provided, however, if other Investors are so allowed to purchase securities in such transaction, a waiver of the rights under Section 3 with respect to holders of Series E Preferred Stock shall require the consent of the holders of a majority of the outstanding Series E Preferred Stock, a waiver of the rights of Section 3 with respect to holders of Series F Stock shall require the consent of the holders of a majority of the outstanding Series F Stock and a waiver of the rights of Section 3 with respect to holders of Series F Preferred F-1 Stock shall require the consent of the holders of a majority of the outstanding Series F Preferred F-1 Stock); provided, however, that, notwithstanding the foregoing, the written consent of each of (i) the holders of a majority of the then outstanding Series E Preferred Stock and the written consent of Stock, (ii) the holders of a majority of the then outstanding Series F Preferred Stock and (iii) the holders of a majority of the then outstanding Series F-1 Stock, shall each be required to the extent so required by Sections 3.2(j) and/or (l).”

Amendment and Waiver of Rights. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors (and/or any of their permitted successors or assigns) holding at least two thirds (2/3) 50% of the Registrable Securities then held by Outstanding, provided, however, that this Agreement may not be amended and the Investors observance of any term hereunder may not be waived (excluding a) with respect to the SVB Warrant Shares) and, solely for amendments and waivers affecting SiteScout Shareholders without the specific rights consent of the Founder herein in a manner adverse to and different from the Registrable Securities, SiteScout Shareholders holding at least a majority 50% of the Registrable Securities held by the Founder, and provided, however, that the written consent of the holders of a majority of the then outstanding Series E Preferred Stock shall be required for any SiteScout Shareholders if by its terms such amendment or waiver affects the obligations or rights of Sections 3.2(j) and/or (l) as related the SiteScout Shareholders in a manner different than the effect of such amendment or waiver by its terms on the other holders of Registrable Securities in a manner that is adverse to the rights of SiteScout Shareholders, (b) with respect to the holders of Series E Preferred Stock and the written consent of the holders of a majority of the then outstanding Series F Preferred Stock shall be required for any amendment or waiver of Sections 3.2(j) and/or (l) and 5.4 as related to the rights of the holders of Series F A Preferred Stock (the “Required ConsentSeries A Shareholders”)) without the consent of Series A Shareholders holding at least 50% of the Registrable Securities held by the Series A Shareholders if by its terms such amendment or waiver affects the obligations or rights of the Series A Shareholders in a manner different than the effect of such amendment or waiver by its terms on the other holders of Registrable Securities in a manner that is adverse to the Series A Shareholders, and (c) with respect to the Series B Shareholders without the consent of Series B Shareholders holding at least 50% of the Registrable Securities held by the Series B Shareholders if by its terms such amendment or waiver affects the obligations or rights of the Series B Shareholders in a manner different than the effect of such amendment or waiver by its terms on the other holders of Registrable Securities in a manner that is adverse to the Series B Shareholders. Any amendment or waiver effected in accordance with this Section 4.2 shall be binding upon each Investor, each Holder, each Founder, each permitted successor or assignee of such Investor or Holder and the Company. Notwithstanding anything herein to the contrary, if any amendment to this Agreement is to be made solely for the purpose of adding additional parties as “Investors” hereunder, then such amendment shall not require the consent, approval or signature of any Founder or Investor. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 3 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction; provided, however, if other Investors are so allowed to purchase securities in such transaction, a waiver of the rights under Section 3 with respect to holders of Series E Preferred Stock shall require the consent of the holders of a majority of the outstanding Series E Preferred Stock and a waiver of the rights of Section 3 with respect to holders of Series F Preferred Stock shall require the consent of the holders of a majority of the outstanding Series F Preferred Stock); provided, however, that, notwithstanding the foregoing, the written consent of the holders of a majority of the then outstanding Series E Preferred Stock and the written consent of the holders of a majority of the then outstanding Series F Preferred Stock shall each be required to the extent so required by Sections 3.2(j) and/or (l).

Amendment and Waiver of Rights. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors (and/or any of their permitted successors or assigns) holding at least two thirds (2/3) of the Registrable Securities then held by the Investors (excluding the SVB Warrant Shares) and, solely for amendments and waivers affecting the specific rights of the Founder herein in a manner adverse to and different from the Registrable Securities, at least Shares representing and/or convertible into a majority of all the Registrable Securities held by the Founder, and Investors’ Shares (as defined below); provided, however, that any amendment to Sections 1.2, 1.4 and 4.1 shall require the additional written consent of the holders of a majority of the outstanding shares of the Company’s Common Stock then held by all of the Key Holders who are then providing services to the Company as employees. As used herein, the term “Investors’ Shares” shall mean the shares of Common Stock then issuable upon conversion of all then outstanding Series E Preferred Stock shall be required for any amendment or waiver of Sections 3.2(j) and/or (l) as related to Shares issued under the rights of the holders of Series E Preferred Stock and the written consent of the holders of a majority of the Purchase Agreement plus all then outstanding Series F Preferred Stock shall be required for shares issued upon the conversion of any amendment or waiver of Sections 3.2(j) and/or (l) and 5.4 as related to Shares issued under the rights of the holders of Series F Preferred Stock (the “Required Consent”)Purchase Agreement. Any amendment or waiver effected in accordance with this Section 4.2 6.1 shall be binding upon each Investor, each Holder, each FounderStockholder, each permitted successor or assignee of such Investor or Holder Stockholder and the Company. Notwithstanding anything herein to Investors purchasing Shares in a Closing after the contrary, if any amendment Initial Closing (as such terms are defined in the Purchase Agreement) may become parties to this Agreement is by executing a counterpart of this Agreement, without any amendment of this Agreement, pursuant to be made solely for the purpose of adding additional parties as “Investors” hereunder, then such amendment shall not require the consent, this paragraph or any consent or approval or signature of any Founder other Investor or InvestorKey Holder. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such InvestorInvestor or holders of a majority of the shares held by such group, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 3 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction; provided, however, if other Investors are so allowed to purchase securities in such transaction, a waiver of the rights under Section 3 with respect to holders of Series E Preferred Stock shall require the consent of the holders of a majority of the outstanding Series E Preferred Stock and a waiver of the rights of Section 3 with respect to holders of Series F Preferred Stock shall require the consent of the holders of a majority of the outstanding Series F Preferred Stock); provided, however, that, notwithstanding the foregoing, the written consent of the holders of a majority of the then outstanding Series E Preferred Stock and the written consent of the holders of a majority of the then outstanding Series F Preferred Stock shall each be required to the extent so required by Sections 3.2(j) and/or (l)fashion.

Amendment and Waiver of Rights. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors (and/or a) with respect to Section 2 and 4 and any other provision of their permitted successors this Agreement to the extent such provision pertains to Sections 2 or assigns) holding 4, the holders of at least two thirds (2/3) 60% of the Registrable Securities then outstanding and held by the Major Investors or (b) with respect to any other provision of this Agreement, the holders of at least 60% of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (excluding voting as a single class and on an as-converted basis); provided that (i) the SVB Warrant SharesCompany may in its sole discretion waive compliance with Section 3.12.3 (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Section 3.12.3 shall be deemed to be a waiver); (ii) andany provision hereof may be waived by any waiving party on such party’s own behalf, solely for amendments and waivers affecting without the specific rights of the Founder herein in a manner adverse to and different from the Registrable Securities, at least a majority of the Registrable Securities held by the Founder, and provided, however, that the written consent of any other party; (iii) the holders Company may, without the consent or approval of a majority of the then outstanding Series E Preferred Stock shall be required for any amendment or waiver of Sections 3.2(j) and/or (l) as related to the rights of the holders other party hereto, cause additional persons who purchase shares of Series E Preferred Stock after the date hereof pursuant to the Series E Agreement to become party to this Agreement as Investors and the written consent of the holders of a majority of the then outstanding Series F Preferred Stock shall be required for any amend Exhibit A hereto accordingly; and (iv) that if an amendment or waiver of Sections 3.2(j) and/or (l) and 5.4 as related to alters or changes the rights or obligations of an Investor under this Agreement so as to affect such Investor adversely, but does not so affect all Investors as a group, then such amendment or waiver shall not be binding on the holders of Series F Preferred Stock (the “Required Consent”)adversely-affected Investor without its separate written consent. Any amendment or waiver effected in accordance with this Section 4.2 5.1 shall be binding upon each Investor, each Holder, each Founder, each permitted successor or assignee of such Investor or Holder and the Company. Notwithstanding anything herein to the contrary, if any amendment to this Agreement is to be made solely for the purpose of adding additional parties as “Investors” hereunder, then such amendment shall not require the consent, approval or signature of any Founder or Investor. Notwithstanding the foregoing, this Agreement Section 4 may not be amended amended, modified or terminated and the observance of any term hereof thereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, amendment or waiver applies to all Major Investors in the same fashion (it being agreed that a waiver of the provisions of Section 3 4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction); provided, howeverthat notwithstanding any waiver of the observance of any term of Section 4, if other in the event that (x) the provisions of Section 4 are waived by the Major Investors are so allowed to in accordance with this Section 5.1 in respect of a particular transaction, and (y) one or more Major Investors purchase securities in such transactiontransaction (the amount of such securities available to be purchased by any Major Investors, a waiver the “Post-Waiver MI Securities” and such participating Major Investors the “Post-Waiver Major Investors”), then each other Major Investor shall have the right to purchase all (or any part) of such Major Investor’s Pro Rata Share of the rights Post-Waiver MI Securities, in accordance with and subject to the provisions of Section 4 (including without limitation the notice and election periods set forth therein) as if such Post-Waiver MI Securities were “New Securities” under Section 3 with respect 4, or, if greater, such number of Post-Waiver MI Securities as represents the same proportion of such Major Investor’s Pro Rata Share as the greatest proportion of Post-Waiver MI Securities being purchased by the Post-Waiver Major Investor represents of such Post-Waiver Major Investor’s Pro Rata Share. By way of example only, if a Post-Waiver Major Investor is purchasing 50% of its Pro Rata Share, then each other Major Investor shall have the right to holders purchase at least 50% of Series E Preferred Stock such Major Investor’s Pro Rata Share. If there are insufficient Post-Waiver MI Securities available, then each Major Investor shall require the consent of the holders of a majority of the outstanding Series E Preferred Stock and a waiver of the rights of Section 3 with respect to holders of Series F Preferred Stock shall require the consent of the holders of a majority of the outstanding Series F Preferred Stock); provided, however, that, notwithstanding the foregoing, the written consent of the holders of a majority of the then outstanding Series E Preferred Stock and the written consent of the holders of a majority of the then outstanding Series F Preferred Stock shall each be required to the extent so required by Sections 3.2(j) and/or allocated Post-Waiver MI Securities based upon its relative Pro Rata Share (las measured against all other Major Investors purchasing Post-Waiver MI Securities).

Amendment and Waiver of Rights. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of (a) the Company and Company, (b) Investors (and/or any of their permitted successors or assigns) holding at least two thirds (2/3) of the Registrable Securities then held by the Investors (excluding the SVB Warrant Shares) and, solely for amendments and waivers affecting the specific rights of the Founder herein in a manner adverse to and different from the Registrable Securities, at least a majority of the Registrable Securities then outstanding and (c) Stockholders holding at least a majority of the issued and outstanding shares of Common Stock which are then held by the Founder, and Stockholders; provided, however, that the written consent of the holders of a majority of the then outstanding Series E Preferred Stock Stockholders shall not be required for (1) any amendment or waiver of Sections 3.2(j) and/or (l) as related any section to this Agreement that does not adversely affect any of the rights or obligations, or create any additional obligations, of any of the holders of Series E Preferred Stock and the written consent of the holders of a majority of the then outstanding Series F Preferred Stock shall be required for Stockholders, (2) any amendment or waiver of Sections 3.2(j) and/or (l) and 5.4 as related any section to the rights of the holders of Series F Preferred Stock (the “Required Consent”). Any this Agreement if such amendment or waiver effected in accordance with this Section 4.2 shall be binding upon each Investor, each Holder, each Founder, each permitted successor or assignee of such Investor or Holder and the Company. Notwithstanding anything herein to the contrary, if any amendment treats affects all parties to this Agreement is to be made solely for in the purpose of adding additional parties as “Investors” hereundersame fashion (in which case, then such amendment shall not require or waiver need only be approved by Holders holding a majority of the consentRegistrable Securities then outstanding) or (3) any amendment or waiver of Section 1, approval Section 3, Section 4.1(a) or signature of any Founder or InvestorSection 5 (other than Section 5.2). Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor or Stockholder (solely with respect to amendments and waivers that require Investor or Stockholder consent, as applicable) without the written consent of such InvestorInvestor or Stockholder, unless such amendment, termination, or waiver applies to all Investors in the same fashion and Stockholders in the same fashion, respectively (it being agreed that a waiver of the provisions of Section 3 with respect to a particular transaction shall be deemed to apply to all Investors and Stockholders in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors and/or Stockholders may nonetheless, by agreement with the Company, purchase securities in such transaction; provided, however, if other Investors are so allowed to purchase securities and that any change in such transaction, a waiver of the thresholds for rights under this agreement shall not be deemed to apply to any Investor differently by consequence of such Investor’s holdings). Any amendment or waiver affected in accordance with this Section 3 with respect to holders 4.2 shall be binding upon each Investor, each Stockholder, each Holder, each permitted successor or assignee of Series E Preferred Stock shall require the consent of the holders of a majority of the outstanding Series E Preferred Stock and a waiver of the rights of Section 3 with respect to holders of Series F Preferred Stock shall require the consent of the holders of a majority of the outstanding Series F Preferred Stock); providedsuch Investor, however, that, notwithstanding the foregoing, the written consent of the holders of a majority of the then outstanding Series E Preferred Stock Stockholder or Holder and the written consent of the holders of a majority of the then outstanding Series F Preferred Stock shall each be required to the extent so required by Sections 3.2(j) and/or (l)Company.

Amendment and Waiver of Rights. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of (a) the Company and Company, (b) Investors (and/or any of their permitted successors or assigns) holding at least two thirds (2/3) of the Registrable Securities then held by the Investors (excluding the SVB Warrant Shares) and, solely for amendments and waivers affecting the specific rights of the Founder herein in a manner adverse to and different from the Registrable Securities, at least a majority of the Registrable Securities then outstanding and (c) Stockholders holding at least a majority of the issued and outstanding shares of Common Stock which are then held by the Founder, and Stockholders; provided, however, that the written consent of the holders of a majority of the then outstanding Series E Preferred Stock Stockholders shall not be required for (1) any amendment or waiver of Sections 3.2(j) and/or (l) as related any section to this Agreement that does not adversely affect any of the rights or obligations, or create any additional obligations, of any of the holders of Series E Preferred Stock and the written consent of the holders of a majority of the then outstanding Series F Preferred Stock shall be required for Stockholders, (2) any amendment or waiver of Sections 3.2(j) and/or any section to this Agreement if such amendment or waiver treats affects all parties to this Agreement in the same fashion (l) and 5.4 as related to the rights in which case, such amendment or waiver need only be approved by Holders holding a majority of the holders Registrable Securities then outstanding) or (3) any amendment or waiver of Series F Preferred Stock Section 1, Section 3, Section 4.1(a) or Section 5 (other than Section 5.2). Notwithstanding the “Required Consent”foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor or Stockholder (solely with respect to amendments and waivers that require Investor or Stockholder consent, as applicable) without the written consent of such Investor or Stockholder, unless such amendment, termination, or waiver applies to all Investors in the same fashion and Stockholders in the same fashion, respectively (it being agreed that a waiver of the provisions of Section 3 with respect to a particular transaction shall be deemed to apply to all Investors and Stockholders in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors and/or Stockholders may nonetheless, by agreement with the Company, purchase securities in such transaction, and that any change in the thresholds for rights under this agreement shall not be deemed to apply to any Investor differently by consequence of such Investor’s holdings). Any amendment or waiver effected affected in accordance with this Section 4.2 shall be binding upon each Investor, each HolderStockholder, each FounderHolder, each permitted successor or assignee of such Investor Investor, Stockholder or Holder and the Company. Notwithstanding anything herein to the contrary, if any amendment to this Agreement is to be made solely for the purpose of adding additional parties as “Investors” hereunder, then such amendment shall not require the consent, approval or signature of any Founder or InvestorStockholder. Notwithstanding anything to the foregoingcontrary contained herein, if the Company issues additional shares of Series C Stock after the date hereof pursuant to the Purchase Agreement, any purchaser of such shares of Series C Stock may become a party to this Agreement may not by executing and delivering an additional counterpart signature page to this Agreement and agreeing to be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of bound by the provisions of Section 3 with respect to a particular transaction contained herein, and thereafter shall be deemed to apply to an “Investors” for all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction; provided, however, if other Investors are so allowed to purchase securities in such transaction, a waiver of the rights under Section 3 with respect to holders of Series E Preferred Stock shall require the consent of the holders of a majority of the outstanding Series E Preferred Stock and a waiver of the rights of Section 3 with respect to holders of Series F Preferred Stock shall require the consent of the holders of a majority of the outstanding Series F Preferred Stock); provided, however, that, notwithstanding the foregoing, the written consent of the holders of a majority of the then outstanding Series E Preferred Stock and the written consent of the holders of a majority of the then outstanding Series F Preferred Stock shall each be required to the extent so required by Sections 3.2(j) and/or (l)purposes hereunder.

Amendment and Waiver of Rights. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors (and/or any of their permitted successors or assigns) holding shares of Preferred Stock and/or Conversion Stock representing at least two thirds 65% of (2/3i) all then-outstanding shares of the Registrable Securities then held by the Investors Preferred Stock, plus (excluding the SVB Warrant Sharesii) and, solely for amendments and waivers affecting the specific rights of the Founder herein in a manner adverse to and different from the Registrable Securities, at least a majority of the Registrable Securities held by the Founder, and provided, however, that the written consent of the holders of a majority of the all then outstanding Series E shares of Conversion Stock that were issued upon the conversion of any shares of Preferred Stock shall be required for any amendment or waiver of Sections 3.2(j) and/or (l) as related to the rights of the holders of Series E Preferred Stock and the written consent of the holders of a majority of the then outstanding Series F Preferred Stock shall be required for any amendment or waiver of Sections 3.2(j) and/or (l) and 5.4 as related to the rights of the holders of Series F Preferred Stock (the “Required Consent”)Stock. Any amendment or waiver effected in accordance with this Section 4.2 shall be binding upon each Investor, each Holder, each Founder, each permitted successor or assignee of such Investor or Holder and the CompanyCompany (for the sake of clarity, it being understood that, without limiting the generality of the foregoing, holders of at least 65% of the Preferred Stock and the Conversion Stock may waive application of the purchase right in Section 3 as to all Holders). Notwithstanding anything herein to the contrary, if contrary contained herein: (i) any amendment right with respect to this Agreement is to be made solely for the purpose of adding additional parties as “Investors” hereunder, then such amendment shall not require the consent, approval or signature of any Founder or Investor. Notwithstanding the foregoing, this Agreement Caltech Shares may not be amended or terminated and waived in a manner that adversely affects the observance Holders of any term hereof may not be waived with respect to any Investor Caltech Shares differently than it affects all Holders generally without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion Company and Caltech (it being agreed that a waiver and/or any of its permitted assigns); (ii) the provisions of Section 3 with respect to a particular transaction shall 5 may not be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction; provided, however, if other Investors are so allowed to purchase securities in such transaction, a waiver of the rights under Section 3 with respect to holders of Series E Preferred Stock shall require the consent of the holders of a majority of the outstanding Series E Preferred Stock and a waiver of the rights of Section 3 with respect to holders of Series F Preferred Stock shall require the consent of the holders of a majority of the outstanding Series F Preferred Stock); provided, however, that, notwithstanding the foregoing, amended or waived without the written consent of the holders Company and Total Energy Ventures International (“Total”); and (iii) if the Company shall issue additional shares of its Series D-1 Stock pursuant to the Series D-1 Purchase Agreement, any purchaser of such shares of Series D-1 Stock shall become an “Investor” for purposes of this Agreement and a majority of party hereto, without the then outstanding Series E Preferred Stock and the written consent of the holders of a majority Investors, by executing and delivering an additional counterpart signature page to this Agreement, and Exhibit A hereto may be amended by the Company, without the consent of the then outstanding Series F Preferred Stock shall each be required Investors, to the extent so required by Sections 3.2(j) and/or (l)include any such additional purchaser or purchasers.

Amendment and Waiver of Rights. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), ) only with the written consent of (a) the Company and Investors Company, (b) the Vendors (and/or any of their its permitted successors or assigns) holding at least two thirds (2/3) Warrants and/or shares of Vendor Preferred issued upon exercise of such Warrants and/or shares of Common Stock issued upon the Registrable Securities then held by the Investors (excluding the SVB Warrant Shares) andconversion of such shares of Vendor Preferred representing, solely exercisable for amendments and waivers affecting the specific rights of the Founder herein in a manner adverse to and different from the Registrable Securities, at least and/or convertible into a majority of all the Registrable Securities held by the Founder, and Vendors' Shares (as defined below); provided, however, that the written grant to third parties of registration rights senior to, or on a pari passu basis with, the incidental registration rights granted to the Holders under Section 1 hereof shall not require the consent of the holders Vendors. As used herein, the term "VENDORS' SHARES" shall mean all then outstanding shares of a majority Common Stock of the Company that were issued upon the conversion of any shares of Vendor Preferred that were issued upon exercise of the Warrants, plus the shares of Common Stock then issuable upon conversion of all then outstanding Series E shares of Vendor Preferred Stock shall be required for any amendment or waiver of Sections 3.2(j) and/or (l) as related to the rights that were issued upon exercise of the holders Warrants, plus the shares of Series E Preferred Common Stock and the written consent then issuable upon conversion of the holders Vendor Preferred issuable upon exercise of a majority of the all then outstanding Series F Preferred Stock shall be required for any amendment or waiver of Sections 3.2(j) and/or (l) and 5.4 as related to the rights of the holders of Series F Preferred Stock (the “Required Consent”)exercisable Warrants. Any amendment or waiver effected in accordance with this Section 4.2 2.2 shall be binding upon each InvestorVendor, each Holder, each Founder, each permitted successor or assignee of such Investor Vendor or Holder and the Company. Notwithstanding anything herein to the contrary, if any amendment to this Agreement is to be made solely for the purpose of adding additional parties as “Investors” hereunder, then such amendment shall not require the consent, approval or signature of any Founder or Investor. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 3 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction; provided, however, if other Investors are so allowed to purchase securities in such transaction, a waiver of the rights under Section 3 with respect to holders of Series E Preferred Stock shall require the consent of the holders of a majority of the outstanding Series E Preferred Stock and a waiver of the rights of Section 3 with respect to holders of Series F Preferred Stock shall require the consent of the holders of a majority of the outstanding Series F Preferred Stock); provided, however, that, notwithstanding the foregoing, the written consent of the holders of a majority of the then outstanding Series E Preferred Stock and the written consent of the holders of a majority of the then outstanding Series F Preferred Stock shall each be required to the extent so required by Sections 3.2(j) and/or (l).

Amendment and Waiver of Rights. Any provision of this Agreement may be amended amended, altered (including by merger, consolidation or otherwise) and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), in each case, only with the written consent of the Company and Investors (and/or any of their permitted successors or assigns) holding at least two thirds shares of Preferred Stock and/or Conversion Stock representing and/or convertible into a majority of all the Investors’ Shares (2/3as defined below) and any amendment, alteration or waiver that would disproportionately adversely affect a series of the Registrable Securities then held by the Investors (excluding the SVB Warrant Shares) and, solely for amendments and waivers affecting the specific rights of the Founder herein Preferred Stock in a manner adverse to and different from the Registrable Securities, at least a majority than that of the Registrable Securities held by the Founder, and provided, however, that other series of Preferred Stock shall require the written consent of the holders of a majority of the then outstanding Series E shares (on an as-converted basis) of such series of Preferred Stock Stock; provided, however, that any amendment, alteration or waiver that disproportionately adversely affects an Investor in a manner different than that of the other Investors shall be required for require the written consent of such Investor; provided, further, that any amendment amendment, alteration or waiver of Sections 3.2(j2.12(a) and/or (l) as related to the rights of the holders of Series E Preferred Stock and or 5.8 shall require the written consent of the holders Holders of a majority of the Series G Stock then outstanding Series F Preferred Stock shall be required for any amendment or waiver of Sections 3.2(j) and/or (l) and 5.4 as related outstanding; provided, further, that the piggyback registration rights granted to the Stockholders under Section 2 of this Agreement may not be eliminated or materially and adversely changed without the written consent of Stockholders holding a majority of the Stockholders’ Shares unless such elimination or change similarly affects the Registrable Securities held by the Investors; and provided, further, that the grant to third parties of piggyback registration rights under Section 2.3 hereof on a pari passu basis with the piggyback registration rights of the holders Stockholders’ Shares under Section 2.3 shall not be deemed to be a material and adverse change to the piggyback registration rights of Series F the Stockholders under this Agreement and shall not require the consent of the Stockholders. As used herein, the term “Investors’ Shares” shall mean the shares of Common Stock then issuable upon conversion of all then outstanding shares of Preferred Stock (plus all then outstanding shares of Conversion Stock that were issued upon the “Required Consent”)conversion of any shares of Preferred Stock. Any amendment amendment, alteration or waiver effected in accordance with this Section 4.2 shall be binding upon each Investor, each Holder, each Founder, each permitted successor or assignee of such Investor or Holder and the Company. Notwithstanding anything herein to the contrary, if any amendment to this Agreement is to be made solely for the purpose of adding additional parties as “Investors” hereunder, then such amendment shall not require the consent, approval or signature of any Founder or Investor. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 3 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction; provided, however, if other Investors are so allowed to purchase securities in such transaction, a waiver of the rights under Section 3 with respect to holders of Series E Preferred Stock shall require the consent of the holders of a majority of the outstanding Series E Preferred Stock and a waiver of the rights of Section 3 with respect to holders of Series F Preferred Stock shall require the consent of the holders of a majority of the outstanding Series F Preferred Stock); provided, however, that, notwithstanding the foregoing, the written consent of the holders of a majority of the then outstanding Series E Preferred Stock and the written consent of the holders of a majority of the then outstanding Series F Preferred Stock shall each be required to the extent so required by Sections 3.2(j) and/or (l).