Common use of Amendment of Prior Rights Agreement; Waiver of Right of First Offer Clause in Contracts

Amendment of Prior Rights Agreement; Waiver of Right of First Offer. Effective and contingent upon execution of this Agreement by the Company, the holders of at least three-fourths of the shares of Series C Preferred Stock and shares of Series D Preferred Stock, acting together as a separate class on an as-converted basis and the holders of at least two-thirds of the Registrable Securities, as that term is defined in the Prior Rights Agreement, and upon the execution of the Purchase Agreement, the Prior Rights Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement, and the Company, the Series A Holders, the Series B Holders, the Series C Holders and the Series D Holders hereby agree to be bound by the provisions hereof as the sole agreement of the Company, the Series A Holders, the Series B Holders the Series C Holders and the Series D Holders with respect to registration rights of the Company’s securities and certain other rights, as set forth herein. The Series A Holders, the Series B Holders, the Series C Holders and the Series D Holders each hereby waive the right of first offer, including the notice requirements, set forth in Section 2.3 of the Prior Rights Agreement with respect to the issuance of Series E Preferred Stock issuable pursuant to the Purchase Agreement and the shares of Common Stock issuable upon conversion of such Series E Preferred Stock.

Amendment of Prior Rights Agreement; Waiver of Right of First Offer. Effective and contingent upon execution of this Agreement by the Company, the holders of at least three-fourths of the shares of Series C Preferred Stock and shares of Series D Preferred Stock, acting together as a separate class on an as-converted basis Company and the holders of at least two-thirds a majority of the Registrable Securities, as that term is defined in the Prior Rights Agreement, and upon the execution closing of the Purchase transactions contemplated by the Reorganization Agreement, the Prior Rights Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement, and the Company, the Series A Holders, the Series B Holders, the Series C Holders Company and the Series D Holders Investors hereby agree to be bound by the provisions hereof as the sole agreement of the Company, the Series A Holders, the Series B Holders the Series C Holders Company and the Series D Holders Investors with respect to registration rights of the Company’s 's securities and certain other rights, as set forth herein. The Series A Holders, the Series B Holders, Holders and the Series C Holders and the Series D Holders each hereby waive the right of first offer, including the notice requirements, set forth in Section 2.3 of the Prior Rights Agreement with respect to the issuance of Series E Preferred Stock issuable pursuant D Preferred, except to the Purchase Agreement and extent that a Series A Holder, a Series B Holder or a Series C Holder is receiving Series D Preferred, as set forth in the shares of Common Stock issuable upon conversion of such Series E Preferred StockReorganization Agreement.