Common use of Amendments; Waivers; No Additional Consideration Clause in Contracts

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required Purchasers at the time of the amendment (which amendment shall be binding on all Purchasers) or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers holding or having the right to acquire at least a majority of the Shares to be purchased at the time of the amendment (which amendment shall be binding on all Purchasers) Closing or then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers of at the time least a majority in interest of the amendment (which amendment shall be binding on all Purchasers) Securities subscribed for purchase pursuant to this Agreement or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought; provided, however, that the Purchase Price shall not be modified except in a written instrument signed by the Company and each Purchaser; provided, further, that no waiver, modification, supplementation or amendment that (i) alters the Securities allocated to a Purchaser or (ii) is unduly burdensome to a Purchaser shall be valid and enforceable against such Purchaser without the prior written consent of such Purchaser. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers of at the time least two-thirds of the amendment (which amendment shall be binding on all Purchasers) Shares purchased as of the Closing Date or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers holding or having the right to acquire at least a majority of the Shares to be purchased at the time of the amendment (which amendment shall be binding on all Purchasers) Closing or then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought; provided, however, that the Company may amend Exhibit A (without the consent of the Purchasers holding or having the right to acquire at least a majority of the Shares to be purchased at the Closing or then outstanding) solely for the purposes of adding additional Purchasers prior to the Closing Date. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers of at the time least 66 2/3% of the amendment (which amendment shall be binding on all Purchasers) Securities still held by Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Required each of the Purchasers holding or having the right to acquire a majority of the Securities on a fully-diluted basis at the time of the amendment (which amendment shall be binding on all Purchasers) such amendment, or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers of at the time least a majority in interest of the amendment (which amendment shall be binding on all Securities then held by Purchasers) , or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought; provided that if any amendment or waiver disproportionately and adversely affects a Purchaser (or group of Purchasers) in any material respect, the consent of such disproportionately affected Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Required Purchasers at the time of the amendment (which amendment shall be binding on all Purchasers) or, in the case of a waiver, by the party against whom enforcement of any such waiver waived provision is soughtsought or, in the case of an amendment, by the Company and the Investors holding a majority of the Shares, provided that such amendment shall apply with the same force and effect to all Investors. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser Investor to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers Investors who then hold SecuritiesShares.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, signed by the Company and Required Purchasers at the time Investors holding a majority of the amendment (which amendment shall be binding on all Purchasers) or, in the case of a waiver, Shares then held by the party against whom enforcement Investors (excluding any Investors that are Affiliates of any such waiver provision is soughtthe Company). No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser Investor to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers Investors who then hold SecuritiesShares. Notwithstanding anything contained herein to the contrary, a Person can, without the need for approval by any other Investors to this Agreement, become a Party to this Agreement by executing and delivering a joinder signature page hereto before the Outside Date, whereupon such Person will be deemed an Investor for all purposes of this Agreement and will be automatically added to Exhibit A hereto.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Required each of the Purchasers holding or having the right to acquire at least a majority of the Preferred Shares at the time of the such amendment (which amendment shall be binding on all Purchasers) or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold SecuritiesPreferred Shares.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Required each of the Purchasers holding or having the right to acquire at least a majority of the Shares at the time of the such amendment (which amendment shall be binding on all Purchasers) or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold SecuritiesShares.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers of at the time least two-thirds of the amendment (which amendment shall be binding on all Purchasers) Shares purchased as of the Closing Date or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers holding or having the right to acquire at least a majority of the Securities to be purchased at the time of the amendment (which amendment shall be binding on all Purchasers) Closing or then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, signed by the Company and Required Purchasers at the time Investors holding a majority of the amendment (which amendment shall Shares and, if prior to Closing, each of the Selling Stockholders. In addition, Sections 3.3, and Article 6 may not be binding on all Purchasers) or, waived or amended except in the case of a waiver, written instrument signed by the party against whom enforcement Investors holding 100% of any such waiver provision is soughtthe Shares, the Company and each of the Selling Stockholders. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser Investor to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers Investors who then hold SecuritiesShares.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Required each of the Purchasers holding or having the right to acquire a majority of the Shares and the Warrant Shares on a fully diluted basis at the time of the such amendment (which amendment shall be binding on all Purchasers) or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold SecuritiesShares or Warrant Shares.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers of at the time least a majority in interest of the amendment (which amendment shall be binding on all Purchasers) Shares still held by Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers holding or having the right to acquire 66 2/3% of the Shares and the Warrant Shares on a fully-diluted basis at the time of the such amendment (which amendment shall be binding on all Purchasers) or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought; provided, that any amendment, waiver modification or supplement of this Agreement that modifies the Subscription Amount of any Purchaser, the Purchase Price or Section 2.1(a) or (c), Section 2.2, Section 3.1(z), Section 4.5 or this Section 6.4 of this Agreement or causes any such Purchaser to assume any additional liability or material obligation, may be effected only pursuant to a written instrument signed by the Company and such Purchaser. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchaser or Purchasers holding or having the right to acquire, at the time of such amendment, at least a majority-in-interest of the amendment (which amendment shall be binding on all Purchasers) total Unit Shares or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered Each Purchaser acknowledges that the Purchaser or paid Purchasers holding or having the right to any Purchaser acquire, at the time of such amendment, at least a majority-in-interest of the total Unit Shares have the power to amend or consent to a waiver or modification bind all of any provision of this Agreement unless the same consideration is also offered to all Purchasers who then hold SecuritiesPurchasers.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers of at the time least a majority in interest of the amendment (which amendment shall be binding on all Purchasers) Shares still held by Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold SecuritiesShares.

Amendments; Waivers; No Additional Consideration. No amendment or waiver of any provision of this Agreement may will be waived, modified, supplemented or amended except effective with respect to any party unless made in writing and signed by a written instrument signed, in the case duly authorized representative of an amendment, by the Company and Required Purchasers at the time of the amendment (which amendment shall be binding on all Purchasers) or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is soughtparty. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either any party to exercise any right hereunder in any manner impair the exercise of any such right. The Company shall not make any amendment, waiver or modification to any Other Subscription Agreement that materially economically benefits the Other Purchaser thereunder unless the Purchaser has been offered substantially the same benefits. No consideration shall be offered or paid to any an Other Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securitiesthe Purchaser.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendmentamendment prior to Closing, by the Company and Required Purchasers at the time each of the amendment (which amendment shall be binding on all Purchasers) Purchasers or, in the case of an amendment after Closing, by the Company and the Purchasers then holding a waivermajority of the Shares, and in the case of a waiver at any time, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required Purchasers at the time of the amendment (which amendment shall be binding on all Purchasers) or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all Purchasers who then hold Securitiesof the Purchasers.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, signed by the Company and Required Company, the Purchasers holding or having the right to acquire at least 75% of the Shares to be purchased at the time of the amendment (which amendment Closing or then outstanding and Celladon; provided that in no event shall be binding on all Purchasers) orCelladon unreasonably withhold, in the case of a waiver, by the party against whom enforcement of condition or delay its consent to any such waiver provision is soughtor amendment. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold SecuritiesShares.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company Company, Whitehall and Required each of the Purchasers holding or having the right to acquire a majority of the Shares at the time of the such amendment (which amendment shall be binding on all Purchasers) or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchaser or Purchasers holding or having the right to acquire, at the time of such amendment, at least a majority of the amendment total Unit Shares and Warrant Shares (which amendment shall be binding on a fully-diluted basis) then issued and held by, or remaining issuable to, all Purchasers) Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought; provided that if any provision of this Agreement states that such provision can only be waived as to a Purchaser with the consent of such Purchaser, then the consent of such Purchaser shall be required to waive such provision with respect to such Purchaser. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any other provision of this Agreement, the Warrants or the Investor Rights Agreement unless the same consideration is also offered to all Purchasers who then hold SecuritiesPurchasers.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers of at the time least 662/3% in interest of the amendment (which amendment shall be binding on all Purchasers) Shares still held by Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold SecuritiesShares.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, signed by the Company and Required Purchasers at the time Investors holding a majority of the amendment PIPE Common Shares subscribed for by Investors (which amendment shall be binding on all Purchasers) or, in excluding any Investors that are Affiliates of the case of a waiver, by the party against whom enforcement of any such waiver provision is soughtCompany). No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser Investor to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers Investors who then hold SecuritiesShares. Notwithstanding anything contained herein to the contrary, a Person can, without the need for approval by any other Investors to this Agreement, become a Party to this Agreement by executing and delivering a joinder signature page hereto before the Outside Date, whereupon such Person will be deemed an Investor for all purposes of this Agreement and will be automatically added to Exhibit A hereto.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers holding or having the right to acquire a majority of the Shares on a fully-diluted basis at the time of the such amendment (which amendment shall be binding on all Purchasers) or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required Purchasers at the time of the amendment (which amendment shall be binding on all Purchasers) Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. Any waiver granted by the Purchaser shall be deemed to constitute a waiver by all of the Purchasers. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Required Purchasers at the time each of the amendment (which amendment shall be binding on all Purchasers) Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No such amendment, modification or waiver shall be valid or binding unless it expressly states that it intends to amend or modify, or waive a right under, this Agreement and specifies the provisions intended to be amended, modified or waived. Any such amendment, modification or waiver shall be effective only in the specific instance and for the purpose for which it was given. Without limiting the foregoing, no waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers of at the time least a majority in interest of the Securities still held by Purchasers, provided that no amendment (which amendment shall to Section 4.12, Section 4.15 or Section 6.18 may be binding on all Purchasers) made without the consent of each Purchaser, or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers holding or having the right to acquire at least a majority of the Shares to be purchased at the time of the amendment (which amendment shall be binding on all Purchasers) Closing or then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. Notwithstanding the foregoing, if any Purchaser is materially adversely affected by such waiver or amendment, such waiver or amendment shall not be effective without the written consent of the adversely affected Purchaser. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers of at the time least a majority in interest of the amendment (which amendment shall be binding on all Purchasers) Securities still held by Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. Notwithstanding the foregoing, the Company may amend this Agreement without the consent of the Purchasers to add additional Purchasers within ten (10) Business Days of the Initial Closing. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers holding or having the right to acquire a majority of the Shares on a fully-diluted basis at the time of the such amendment (which amendment shall be binding on all Purchasers) Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought). No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document that, by its terms, applies to all Purchasers, unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No Except as expressly set forth herein, no provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, signed by the Company and Required Purchasers at the time a majority of the members of the Lender Committee except that any amendment (which amendment shall be binding on all Purchasers) oror waiver affecting the principal amount, in maturity date, interest rate, designated currency, waiver of payment defaults, rights of the case of a waiver, by Holder to institute suit for the party against whom enforcement of any such payment, consent to the assignment or transfer of the Company’s rights or obligations under the Note (other than as permitted under Section 4.12 herein) or the amendment and waiver provision is soughtprovisions hereof shall require the consent of each Holder as affected. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser Lender to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers Lenders who then hold SecuritiesNotes.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers of at the time least 66 2/3% of the amendment (which amendment shall be binding on all Purchasers) Securities still held by Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all Purchasers who then hold the Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers holding or having the right to acquire a majority of the Shares and the Warrant Shares on a fully-diluted basis at the time of the such amendment (which amendment shall be binding on all Purchasers) Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought). No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document that, by its terms, applies to all Purchasers, unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers at the time of a simple majority of the amendment Securities still held by Purchasers (which amendment shall be binding on all Purchasersan as-converted to Common Stock basis) or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, signed by the Company and Required the Purchasers at the time hereto, provided that if any waiver or amendment could reasonably be expected to have a material adverse effect on Opexa (including for this purpose, and without limitation, any diminution or deferral of the amendment (which amendment financing transaction contemplated hereby), the written consent of Opexa shall be binding on all Purchasers) or, in the case of a waiver, by the party against whom enforcement of any required for such waiver provision is soughtor amendment. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold SecuritiesShares.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required Purchasers the Retail Investors of at the time least a majority in interest of the amendment (which amendment shall be binding on all Purchasers) Securities then held by Retail Investors, or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought; provided that if any amendment or waiver disproportionately and adversely affects a Retail Investor (or group of Retail Investors) in any material respect, the consent of such disproportionately affected Retail Investor (or group of Retail Investors) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser Retail Investor to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers Retail Investors who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement any Transaction Document may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, signed by the Company and Required Purchasers at the time Investors holding a majority of the amendment Securities (which amendment shall be binding on all Purchasers) or, with respect to Section 4.15 34 hereof, in lieu thereof the case consent of the Designated Investor), provided that any party shall have the right to provide a waiver, by the party against whom enforcement of any such waiver provision is soughtwith regards to itself. No waiver of any default with respect to any provision, condition or requirement of this Agreement any Transaction Document shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser Investor to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers Investors who then hold the Securities; provided that with respect to Section 4.15 hereof, such consideration may be offered or paid solely to the Designated Investor and not any other Investors. No such amendment or waiver (unless given pursuant to the foregoing provisos) shall be effective to the extent that it applies to less than all of the holders of the Securities then outstanding.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Required Purchasers holding or having the right to acquire a majority of the Shares and the Warrant Shares on a fully-diluted basis at the time of the such amendment (which amendment shall be binding on all Purchasers) or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of 27 any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers of at the time least a majority in interest of the amendment (which amendment shall be binding on all Purchasers) Shares still held by Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought; provided, however, that, notwithstanding the foregoing, any change to the aggregate Subscription Amount described in Section 2.1(a) shall require the written consent of all of the Purchasers. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold SecuritiesShares.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Required by the Purchasers holding or having the right to acquire at least two-thirds of the Preferred Shares at the time of the such amendment (which amendment shall be binding on all Purchasers) or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold SecuritiesPreferred Shares.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Required each of the Purchasers holding or having the right to acquire a majority of the Securities on a fully-diluted basis at the time of the such amendment (which amendment shall be binding on all Purchasers) or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, signed by the Company and Required Purchasers at the time Investors holding a majority of the amendment Shares subscribed for by Investors (which amendment shall be binding on all Purchasers) or, in excluding any Investors that are Affiliates of the case of a waiver, by the party against whom enforcement of any such waiver provision is soughtCompany). No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser Investor to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers Investors who then hold SecuritiesShares. Notwithstanding anything contained herein to the contrary, a Person can, without the need for approval by any other Investors to this Agreement, become a Party to this Agreement by executing and delivering a joinder signature page hereto before the Outside Date, whereupon such Person will be deemed an Investor for all purposes of this Agreement and will be automatically added to Exhibit A hereto.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Required each of the Purchasers holding or having the right to acquire at least two-thirds of the Securities on a fully-diluted basis at the time of the such amendment (which amendment shall be binding on all Purchasers) or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, signed by the Company and Required Purchasers the Investors holding a majority of the Shares at the time of the waiver or amendment; provided, however, that any waiver or amendment (which amendment resulting from the occurrence of a Force Majeure Event pursuant to Section 4.11 hereof, shall be binding on all Purchasers) or, in the case of a waiver, signed by the party against whom enforcement Company and the Investors holding a majority of any such waiver provision is soughtShares at the Final Closing Date. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser Investor to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers Investors who then hold SecuritiesShares.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers of at the time least a majority in interest of the amendment Shares and Warrant Shares underlying Warrants (which amendment shall be binding disregarding for this purpose any and all limitations of any kind on all Purchasersexercise of any Warrants) still held by Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought; provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser, the consent of such disproportionately impacted Purchaser shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company (other than with respect to Section 4.1(a)) and Required the Purchasers holding or having the right to acquire a majority of the Preferred Shares at the time of the such amendment (which amendment shall be binding on all Purchasers) or, in (the case of a waiver, by the party against whom enforcement of any such waiver provision is sought“Majority Purchasers”). No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document that, by its terms, applies to all Purchasers, unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers holding or having the right to acquire a majority of the Shares and the Warrant Shares on a fully-diluted basis at the time of the such amendment (which amendment shall be binding on all Purchasers) Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought). No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered any Transaction Document that, by its terms, applies to all Purchasers who then hold Securities.33

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Required the Purchasers of at the time least a majority in interest of the amendment (which amendment shall be binding on all Purchasers) Securities still held by Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought; provided, that any amendment, waiver modification or supplement of this Agreement that modifies the Subscription Amount of any Purchaser, the Purchase Price or Section 2.1(a) of this Agreement or causes any such Purchaser to assume any additional liability or material obligation, may be effected only pursuant to a written instrument signed by the Company and such Purchaser. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Required each of the Purchasers holding or having the right to acquire at least two-thirds of the Shares on a fully-diluted basis at the time of the such amendment (which amendment shall be binding on all Purchasers) or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold SecuritiesShares.

Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented amended or amended waived except in a written instrument signed, in the case of an amendment, signed by the Company and Required Purchasers at the time Requisite Purchasers; provided, however, that Section 4.14(a)(i), Section 4.14(a)(ii) and 4.14(a)(iii) of this Agreement shall not be amended or waived without the amendment (which amendment shall be binding on all Purchasers) or, in the case written consent of Valence so long as Valence is entitled to designate a waiver, by the party against whom enforcement of any such waiver provision is soughtdirector pursuant to Section 4.14(a)(i). No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of this Agreement any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.