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 Shares representing and/or convertible into a majority of all the Investors’ Shares (as defined below); provided, however, that Investors purchasing Shares in any subsequent closing of the Series A Preferred offering may become parties to this Agreement, by executing a counterpart of this Agreement without any amendment of this Agreement pursuant to this paragraph or any consent or approval of any other Investor. As used herein, the term “Investors’ Shares” shall mean the shares of Common Stock then issuable upon conversion of all then outstanding Shares issued under the Series A Agreement plus all then outstanding shares issued upon the conversion of any Shares issued under the Series A Agreement. Any amendment or waiver effected in accordance with this Section 5.1 shall be binding upon each Investor, each Holder, each Key Holder (as applicable), each permitted successor or assignee of such Investor or Holder and the 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 the Company and either (i) at least two unaffiliated Investors (and/or any of their permitted successors or assigns) holding Shares representing and/or convertible into a majority of all the Investors’ Shares (as defined below); provided) or (ii) Investors (and/or any of their permitted successors or assigns) holding Shares representing and/or convertible into at least sixty percent (60%) of all the Investors’ Shares. Notwithstanding the foregoing, howeverSection 4.1(a) shall not be amended, that Investors purchasing Shares in any subsequent closing terminated or waived without the written consent of Mxxxxxx Xxxxxxx, MDO Ventures JS LLC, and/or their affiliates so long as they are entitled to a right to designate the Series A Preferred offering may become parties to this Agreement, by executing a counterpart of this Agreement without any amendment of this Agreement pursuant to this paragraph or any consent or approval of any other InvestorFirst Investor Board Designee. As used herein, the term “Investors’ Shares” shall mean the shares of Common Stock then issuable upon conversion of all then outstanding Shares issued under the Series A Seed Agreement plus all then outstanding shares issued upon the conversion of any Shares issued under the Series A Seed Agreement. Any amendment or waiver effected in accordance with this Section 5.1 5.2 shall be binding upon each Investor, each Holder, each Key Holder (as applicable), each permitted successor or assignee of such Investor or Holder and the Company.