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 and the holders of a majority of the Registrable Securities, as that term is defined in the Prior Rights Agreement, and upon closing of the 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 and the Investors hereby agree to be bound by the provisions hereof as the sole agreement of the Company and the Investors 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 and the Series C Holders hereby waive the right of first offer, including the notice requirements, set forth in the Prior Rights Agreement with respect to the issuance of Series D Preferred, except to the 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 Reorganization Agreement.