Common use of Amendment; Waiver and Termination Clause in Contracts

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Founder and (c) the holders of two-thirds (2/3) of the Preferred Stock. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Founder and all of their respective successors and permitted assigns whether or not such party, assignee or other stockholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing: (i) the consent of the Founder shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Founder; (ii) Schedule B hereto may be amended by the Company from time to time in accordance with Section 6.15 hereto to add information regarding additional Founders without the consent of the other parties hereto; (iii) Schedule A hereto may be amended by the Company from time to time to reflect assignments described in Section 6.9(c) without the consent of the other parties hereto; and (iv) any provision hereof may be waived in an executed writing by the waiving party on such party’s own behalf, without the consent of any other party. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. Any amendment, termination or waiver effected in accordance with this Section 6.8 shall be binding on each party hereto and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 10.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by the Company and the Required Holders; provided that any amendment, modification, termination or waiver of the rights of (ai) Sofinnova under Section 5 shall also require the Companyprior written consent of Sofinnova, (bii) Split Rock under Section 5 shall also require the Founder prior written consent of Split Rock; (iii) 2011 Investors under Section 5 shall also require the prior written consent of such 2011 Investors; and (civ) Sofinnova, Split Rock, the holders 2011 Investors, respectively, set forth in this sentence shall require the prior written consent of two-thirds (2/3) of Sofinnova, Split Rock, and the Preferred Stock2011 Investors, respectively. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the InvestorsStockholders, the Founder and all of their respective successors and permitted assigns whether or not such party, assignee or other stockholder shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing: (i) , this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Stockholder without the written consent of the Founder shall not be required for any amendment, modification, termination or waiver if such Stockholder unless such amendment, modification, termination or waiver does not apply applies to all Stockholders in the Founder; (ii) Schedule B hereto may be amended by the Company from time to time in accordance with Section 6.15 hereto to add information regarding additional Founders without the consent of the other parties hereto; (iii) Schedule A hereto may be amended by the Company from time to time to reflect assignments described in Section 6.9(c) without the consent of the other parties hereto; and (iv) any provision hereof may be waived in an executed writing by the waiving party on such party’s own behalf, without the consent of any other partysame fashion. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. Any amendment, termination or waiver effected in accordance with this Section 6.8 shall be binding on each party hereto and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 Subsection 5.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the Founder Requisite Investors (with the Series D-1 Preferred Stock and Series E-1 Preferred Stock not subject to the Regulatory Voting Restriction (cas defined in the Restated Certificate) the holders of two-thirds (2/3) of the Preferred Stockfor this purpose). Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Founder Founders, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other stockholder shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing: (i) , this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of the Founder shall not be required for any amendment, modification, termination or waiver if such Investor unless such amendment, modification, termination or waiver does not apply applies to all Investors in the Founder; (ii) Schedule B hereto may be amended by the Company from time to time in accordance with Section 6.15 hereto to add information regarding additional Founders without the consent of the other parties hereto; (iii) Schedule A hereto may be amended by the Company from time to time to reflect assignments described in Section 6.9(c) without the consent of the other parties hereto; and (iv) any provision hereof may be waived in an executed writing by the waiving party on such party’s own behalf, without the consent of any other partysame fashion. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. Any amendment, termination or waiver effected in accordance with this Section 6.8 shall be binding on each party hereto and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. Notwithstanding the foregoing, (i) the provisions of Subsections 2.4, 3.3 (with respect to any specific reference to the Series D-1 Preferred Stock, Series E-1 Preferred Stock or Regulated Holders), 5.8 (with respect to this sentence or any reference to shares of Series D-1 Preferred Stock or Series E-1 Preferred Stock), 5.20 and any other specific reference in this Agreement to Series D-1 Preferred Stock or Series E-1 Preferred Stock (to the extent applicable to the special rights and terms of the Series D-1 Preferred Stock or Series E-1 Preferred Stock, as applicable), the treatment thereof, a Regulated Holder or any provision intended to address the regulatory status of a Regulated Holder, may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of (x) American Express Travel Related Services Company, Inc. (“AXP”) in order to be enforceable against AXP and its affiliates (as defined in Regulation Y (12 C.F.R. Part 225)) and (y) for so long as any Regulated Holder or its BHCA Transferee holds any shares of Series D-1 Preferred Stock or Series E-1 Preferred Stock, the holders of a majority of the then-outstanding shares of Series D-1 Preferred Stock and Series E-1 Preferred Stock, voting together, in order to be enforceable against any Regulated Holder or BHCA Transferee, with the Series D-1 Preferred Stock and Series E-1 Preferred Stock treated as not subject to the Regulatory Voting Restriction for this purpose, and (ii) any amendment to Sections 2.2(d), 3.1 or this subpart (ii) of Section 5.8 shall also require the prior written consent of the holders of a majority of the outstanding shares of Series F Preferred Stock in order to be enforceable against the holders of Series F Preferred Stock and any amendment to, or waiver of, any specific reference to Goldman shall also require the prior written consent of Goldman to be enforceable against Goldman.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Founder Key Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders, which majority of the shares of Transfer Stock held by the Key Holders must include Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, FT Bandwidth Ventures, LLC and FT Bandwidth Ventures II, LLC, so long as Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, FT Bandwidth Ventures, LLC or FT Bandwidth Ventures II, LLC, respectively is a Key Holder; and (c) the holders of two-thirds (2/3) a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred StockStock held by the Investors (voting as a single class and on an as-converted basis). Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Founder Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other stockholder shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing: , (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor (including Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, FT Bandwidth Ventures, LLC, and FT Bandwidth Ventures II, LLC, for the purposes of any amendment, modification, termination or waiver of any rights pursuant to Section 2.2 above), or Key Holder without the written consent of such Investor (including Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, FT Bandwidth Ventures, LLC, and FT Bandwidth Ventures II, LLC, for the purposes of any amendment, modification, termination or waiver of any rights pursuant to Section 2.2 above) or Key Holder unless such amendment, modification, termination or waiver applies to all Investors (including Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, FT Bandwidth Ventures, LLC, and FT Bandwidth Ventures II, LLC, for the purposes of any amendment, modification, termination or waiver of any rights pursuant to Section 2.2 above) and Key Holders, respectively, in the same fashion and such amendment, modification, termination or waiver is otherwise approved pursuant to the first sentence of this Section 6.8, and (ii) the consent of the Founder Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Founder; (ii) Schedule B hereto may be amended by the Company from time to time in accordance with Section 6.15 hereto to add information regarding additional Founders without the consent of the other parties hereto; (iii) Schedule A hereto may be amended by the Company from time to time to reflect assignments described in Section 6.9(c) without the consent of the other parties hereto; and (iv) any provision hereof may be waived in an executed writing by the waiving party on such party’s own behalf, without the consent of any other partyKey Holders. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. Any amendment, termination or waiver effected in accordance with this Section 6.8 shall be binding on each party hereto and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the Founder and (c) the holders of two-thirds (2/3) 80% of the Common Units issued or issuable upon conversion of the then outstanding Preferred StockUnits held by the Investors (voting as a single separate class and on an as-converted basis). Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Founder and all of their respective successors and permitted assigns whether or not such party, assignee or other stockholder shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing: , (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of the Founder shall not be required for any such Investor unless such amendment, modification, termination or waiver applies to all Investors in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver does not apply would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the Founder; (ii) Schedule B hereto may be amended by the Company from time to time in accordance with Section 6.15 hereto to add information regarding additional Founders without the consent rights of the other parties hereto; Investors under this Agreement, and (iii) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to reflect assignments described add information regarding Additional Purchasers (as defined in Section 6.9(cthe Purchase Agreement) without the consent of the other parties hereto; and (iv) any provision hereof may be waived in an executed writing by the waiving party on such party’s own behalf, without the consent of any other party. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. Any amendment, termination or waiver effected in accordance with this Section 6.8 shall be binding on each party hereto and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.