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

Amendments 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 at least sixty percent (60%) of Common Stock issuable or issued upon conversion of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, taken together as a single class, and upon closing of the transactions contemplated by the Series D 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 Founders, and the Investors hereby agree to be bound by the provisions hereof as the sole agreement of the Company, the Founders 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 Series C Holders that are Major Investors (as that term is defined in the Prior Rights Agreement) 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 Stock.

Amendments of Prior Rights Agreement; Waiver of Right of First Offer. Effective and contingent (i) upon execution of this Agreement by the Company and the holders of Existing Investors holding at least sixty percent (60%) of Common Stock issuable or issued upon conversion % of the Series A Preferred Stock, Series B Preferred outstanding Registrable Securities not including the Founders’ Stock and Series C Preferred Stock, taken together or the Loan Agreement Warrant Stock (as a single classsuch terms are defined in the Prior Rights Agreement), and (ii) upon the initial closing of the transactions contemplated by the Series D 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 Founders, and the Investors hereby agree to be bound by the provisions hereof as the sole agreement of the Company, the Founders 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 Series C Holders Existing Investors that are Major Investors (as that term is defined in the Prior Rights Agreement) 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 CC Preferred StockStock pursuant to the Purchase Agreement.

Amendments 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 at least sixty percent (60%) of Common Stock issuable or issued upon conversion a majority of the Series A Preferred StockRegistrable Securities (as defined in the Prior Rights Agreement), Series B Preferred not including the Founders’ Stock and Series C Preferred Stock, taken together (as a single classdefined in the Prior Rights Agreement), and upon closing of the transactions contemplated by the Series D 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, SVB, Best Buy, the Founders, and the Investors hereby agree to be bound by the provisions hereof as the sole agreement of the Company, SVB, Best Buy, the Founders 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 Series C Holders that are Major Investors (as that term is defined in the Prior Rights Agreement) 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 Stock.. The parties hereby agree as follows:

Amendments 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 at least sixty percent (60%) of Common Stock issuable or issued upon conversion a majority of the Series A Preferred Registrable Securities, as that term is defined in the Prior Rights Agreement, not including the Founders Stock, Series B Preferred Stock and Series C Preferred Stock, taken together as a single classthat term is defined in the Prior Rights Agreement, and upon closing of the transactions contemplated by the Series D AgreementPurchase Agreements, the Prior Rights Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement, and the Company, the FoundersFounder, and the Investors hereby agree to be bound by the provisions hereof as the sole agreement of the Company, the Founders Founder 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, Holders and the Series B Holders and Series C Holders that are Major Investors (as that term is defined in the Prior Rights Agreement) 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 C Preferred StockStock pursuant to the Purchase Agreements and with respect to the issuance of warrants to purchase shares of the Company’s capital stock being issued to Ring Power Corporation.