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 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 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 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 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 the Purchasers holding or having the right who collectively have subscribed to acquire 66 2/3% purchase at least a majority in interest of the Shares and Securities, which majority must include each Purchaser that has a Subscription Amount (including the Warrant Shares on a fully-diluted basis at the time Subscription Amounts of such Purchaser’s affiliate and related funds) that is no less than $20,000,000, provided that (i) no amendment (which amendment shall to Section 4.4, Section 4.6, Section 4.10, Section 4.11, Section 4.12, Section 4.14, Section 4.15, this Section 6.4 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 is sought; providedsought and (ii) any proposed amendment that would, that by its terms, have a disproportionate and materially adverse effect on any amendment, waiver modification or supplement Purchaser shall require the consent of this Agreement that modifies the Subscription Amount of any Purchaser, the Purchase Price or Section 2.1(a) or (csuch Purchaser(s), 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 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 the Purchasers holding or having the right who collectively have subscribed to acquire 66 2/3% purchase at least a majority in interest of the Shares and Securities, which majority must include each Purchaser that has a Subscription Amount (including the Warrant Shares on a fully-diluted basis at the time Subscription Amounts of such Purchaser’s affiliate and related funds) that is no less than $9,000,000.00, provided that no amendment (which amendment shall to Section 4.11, Section 4.13 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 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 any Transaction Document unless the same consideration is also offered to all Purchasers each Purchaser who then hold holds Securities. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Shares or otherwise.

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 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 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 is sought; provided, that any amendment, waiver 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 2.1(c), Section 2.2, Section 3.1(z3.1(y), Section 4.5 4.4 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 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 the Purchasers holding or having the right to acquire 66 2/3% of at least a majority in interest of the Shares and Securities still held by Purchasers, provided that (i) no amendment to Section 4.4, Section 4.6, Section 4.10, Section 4.11 Section 4.12, Section 4.15, Section 4.16, this Section 6.4 or Section 6.18 may be made without the Warrant Shares on a fully-diluted basis at the time consent of such amendment (which amendment shall be binding on all Purchasers) each Purchaser, or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought; providedsought and (ii) any proposed amendment that would, that by its terms, have a disproportionate and materially adverse effect on any amendment, waiver modification or supplement Purchaser shall require the consent of this Agreement that modifies the Subscription Amount of any Purchaser, the Purchase Price or Section 2.1(a) or (csuch Purchaser(s), 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 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 the Purchasers holding or having the right to acquire 66 2/3% of at least a majority in interest of the Shares and Securities, if prior to the Warrant Shares on a fully-diluted basis at Closing Date, to be purchased by the time of such amendment (which amendment shall be binding on all Purchasers) Purchasers hereunder, or, if after the Closing Date, still held by Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver 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 any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities. Any amendment, modification, termination or waiver effected in accordance with this Section 6.4 shall be binding on each party 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, modification, termination or waiver.

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 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 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 waived provision is sought; providedsought or, that any in the case of an 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 the Investors holding a majority of the Shares, provided that such Purchaseramendment 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 any Transaction Document unless the same consideration is also offered to all Purchasers Investors who then hold SecuritiesShares. Without the written consent or the affirmative vote of each Investor affected thereby, an amendment or waiver under this Section 6.4 may not waive or amend any Transaction Document the effect of which would be to permit the Company to (1) name any Investor as an underwriter in a Registration Statement without such Investor’s specific written consent thereto, or (2) not include any Registrable Securities (as defined in the Registration Rights Agreement) of an Investor in a Registration Statement due to their refusal to be named as an underwriter therein; provided that this Section 6.4 shall not prohibit the Company from excluding any Registrable Securities of an Investor in a Registration Statement in accordance with the terms of the Registration Rights Agreement.

Amendments; Waivers; No Additional Consideration. No provision The provisions of this Agreement Agreement, including the provisions of this sentence, may not be waivedamended, modifiedmodified or supplemented, supplemented or amended except in a written instrument signed, in waived unless the case of an amendment, by the Company and 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 such amendment (which amendment same shall be binding on all Purchasers) or, in the case of a waiver, by the party against whom enforcement of any such waiver 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 writing and signed by the Company and Purchasers holding no less than two-thirds of the Shares purchased as of the Closing Date, provided that any party may give a waiver as to itself. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of one or more Purchasers and that does not directly or indirectly affect the rights of other Purchasers may be given by Purchasers of all of the Registrable Securities to which such Purchaserwaiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence. 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 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 the Purchasers holding or having the right to acquire 66 2/3% at least a majority of the Shares and the Warrant Shares on a fully-diluted basis to be purchased at the time of such 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 is sought; provided, however, that any amendmentsuch amendment that affects a Purchaser in a manner differently than all other Purchasers shall not be effective until such amendment is signed by such Purchaser; and provided, waiver modification further, that any waivers or supplement of this Agreement that modifies the Subscription Amount of any Purchaser, the Purchase Price or Section 2.1(a) or (camendments to Sections 2.2(c), Section 2.24.7, Section 3.1(z)4.9, Section 4.5 or this Section 6.4 and 5.2 shall require the prior written consent of this Agreement or causes any such Purchaser to assume any additional liability or material obligationBSC; provided, may be effected only pursuant to a written instrument signed by further, that the Company and such Purchasermay 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 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 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 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 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 the Purchasers holding at least a majority of the then outstanding Shares sold pursuant to this Agreement, provided, however, that additional Purchasers may become parties to this Agreement without any amendment of this Agreement pursuant to this paragraph or any consent or approval of any other Purchasers. Any such Purchaseramendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securities purchased under this Agreement at the time outstanding (including securities into which such securities have been converted or exchanged or for which such securities have been exercised) and each future holder of all such securities. Each Purchaser acknowledges that by the operation of this paragraph, the Purchasers holding at least a majority of the Shares issued pursuant to this Agreement will have the right and power to diminish or eliminate all rights of such Purchaser under this Agreement. 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 any Transaction Document unless the same consideration is also offered to all Purchasers who then hold SecuritiesShares, Warrants or Warrant Shares.

Amendments; Waivers; No Additional Consideration. No provision Any term of this Agreement may be waived, modified, supplemented amended and the observance of any term of this Agreement may be waived (either generally or amended except in a particular instance, and either retroactively or prospectively) only with the written instrument signed, in the case consent of an amendment, by the Company and the Purchasers Overstock holding or having the right to acquire 66 2/3% of a majority of the Shares Shares; provided that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the Warrant Shares on a fully-diluted basis at observance of any term hereof may not be waived with respect to Overstock without the time written consent of Overstock, unless such amendment, termination, or waiver applies to all Overstock in the same fashion. The Company shall give prompt notice of any amendment (which amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Section 6.4 shall be binding on all Purchasers) orparties hereto, in the case regardless of a waiver, by the party against whom enforcement of whether any such waiver 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 Purchaserparty has consented thereto. 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 Overstock to amend or consent to a waiver or modification of any provision of any Transaction Document unless the same consideration is also offered to all Purchasers Overstock 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 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 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 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 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 the Purchasers holding or having the right to acquire 66 2/3of at least 67% in interest of the Shares and the Warrant Shares on a fully-diluted basis at the time of such 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 is sought; provided, that any amendment, waiver modification or supplement of this Agreement that adversely 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 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 the Purchasers holding or having the right who collectively have subscribed to acquire 66 2/3% purchase at least a majority in interest of the Shares Securities, which majority shall include each Purchaser that, together with its affiliates and related funds, has subscribed to purchase Securities in the Warrant Shares on a fully-diluted basis aggregate amount of at least $19,000,000, provided that (i) no amendment to Section 4.4, Section 4.6, Section 4.10, Section 4.14, Section 4.15, this Section 6.4 or Section 6.18 may be made without the time consent of such amendment (which amendment shall be binding on all Purchasers) each Purchaser, or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought; providedsought and (ii) any proposed amendment that would, that by its terms, have a disproportionate and materially adverse effect on any amendment, waiver modification or supplement Purchaser shall require the consent of this Agreement that modifies the Subscription Amount of any Purchaser, the Purchase Price or Section 2.1(a) or (csuch Purchaser(s), 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 any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities. Notwithstanding anything to the contrary herein, without the express written consent of the Purchaser, this Agreement may not be amended, modified or waived to increase or decrease the number of Securities that such Purchaser is obligated to purchase hereunder or to increase or decrease the purchase price to be paid by such Purchaser for such 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 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 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 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 Purchaserthe Investors holding a majority of the PIPE Common Shares subscribed for by Investors (excluding any Investors that are Affiliates of the 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 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 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 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 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 the Required Investors except as set forth below and except that the provisions of Section 4.4(b) and the conditions precedent set forth in Section 2.1(b) may only be waived or amended by each Investor to be bound by such Purchaserwaiver or 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 Investor to amend or consent to a waiver or modification of any provision of any Transaction Document unless the same consideration is also offered to all Purchasers Investors who then hold Shares. Without the written consent or the affirmative vote of each Investor affected thereby, an amendment or waiver under this Section 5.4 may not: (a) make any change that impairs the conversion or exercise rights of any Securities; (b) amend the definition of Required Investors; (c) change the currency of any amount owed or owing under the Securities or any interest thereon from U.S. Dollars; (d) impair the right of any Investor to institute suit for the enforcement of any payment with respect to, or conversion or exercise of, any Security; or (e) modify the provisions of this Section 5.4 or Section 5.5. It shall not be necessary for the consent of the Investors under this Section 5.4 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

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 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 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 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 Purchaserthe Investor. 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 Without the written consent or the affirmative vote of the Investor affected thereby, an amendment or waiver under this Section 6.4 may not: (a) change the maturity of the principal amount of, or the interest payment date under, or the payment of liquidated damages, is due on, the Note; (b) make any change that impairs the conversion or exercise rights of any Securities; (c) amend or modify in any manner adverse to the Holders of Securities the Company’s obligation to make such payments; (d) change the currency of any amount owed or owing under the Securities or any interest thereon from U.S. Dollars; (e) impair the right of the Investor to institute suit for the enforcement of any payment with respect to, or conversion or exercise of, any Security; or (f) modify the provisions of this Section 6.4 or Section 6.5. It shall not be necessary for the consent of the Investor under this Section 6.4 to approve the particular form of any proposed amendment, but it shall be offered or paid to any Purchaser to amend or sufficient if such consent to a waiver or modification of any provision of any Transaction Document unless approves the same consideration is also offered to all Purchasers who then hold Securitiessubstance thereof.

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 the Required Purchasers holding or having the right to acquire 66 2/3% of the Shares and the Warrant Shares on a fully-diluted basis (which, for this purpose, must include all Major Purchasers, if any) at the time of such 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; 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 (including any modification of any Transaction Document) shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of any Transaction Document unless the same consideration is also offered to all of the Purchasers who are then hold Securitiesparties to this Agreement. For clarification purposes, the preceding sentence constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Shares or otherwise.

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 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 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 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 the Required Investors except as set forth below and except that the conditions precedent set forth in Sections 2.1(b) and 2.2(b) may only be waived by each Investor to be bound by such Purchaserwaiver. 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 any Transaction Document unless the same consideration is also offered to all Purchasers Investors who then hold Notes. Without the written consent or the affirmative vote of each Investor affected thereby, an amendment or waiver under this Section 6.4 may not: (a) change the maturity of the principal amount of, or the interest payment date under, or the payment of liquidated damages, is due on, any Note or Warrant; (b) make any change that impairs the conversion or exercise rights of any Securities; (c) amend or modify in any manner adverse to the Holders of Securities the Company’s obligation to make such payments; (d) amend the definition of Required Investors; (e) change the currency of any amount owed or owing under the Securities or any interest thereon from U.S. Dollars; (f) impair the right of any Investor to institute suit for the enforcement of any payment with respect to, or conversion or exercise of, any Security; (g) modify the provisions of this Section 6.4 or Section 6.5; or (h) waive or amend any Transaction Document the effect of which would be to permit the Company to (1) name any Investor as an underwriter in a Registration Statement without such Investor’s specific written consent thereto, (2) not include any Registrable Securities (as defined in the Registration Rights Agreement) of an Investor in a Registration Statement due to their refusal to be named as an underwriter therein, (3) waive any liquidated damages or amend any provisions relating thereto, or (4) extend any Filing Date or Effectiveness Date (each as defined in the Registration Rights Agreement). It shall not be necessary for the consent of the Investors under this Section 6.4 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

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 the Purchasers Subscribers holding or having the right to acquire 66 2/3% at least a majority in interest of the Shares and Securities, if prior to the Warrant Shares on a fully-diluted basis at Closing Date, to be purchased by the time of such amendment (which amendment shall be binding on all Purchasers) Subscribers hereunder, or, if after the Closing Date, held by Subscribers or, in the case of a waiver, by the party against whom enforcement of any such waiver 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 Subscriber to amend or consent to a waiver or modification of any provision of any Transaction Document unless the same consideration is also offered to all Purchasers Subscribers who then hold Securities. Any amendment, modification, termination or waiver effected in accordance with this Section 22.e shall be binding on each party 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, modification, termination or waiver.

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 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 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 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 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 the Purchasers holding or having the right to acquire 66 2/3% of at least a majority in interest of the Shares and Securities still held by Purchasers, which majority shall include each of the Warrant Shares on a fully-diluted basis at Lead Investors, provided that (i) no amendment to Section 4.4, Section 4.6, Section 4.10, Section 4.11, Section 4.12, Section 4.15, Section 4.16, this Section 6.4 or Section 6.18 may be made without the time consent of such amendment (which amendment shall be binding on all Purchasers) each Purchaser, or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought; providedsought and (ii) any proposed amendment that would, that by its terms, have a disproportionate and materially adverse effect on any amendment, waiver modification or supplement Purchaser shall require the consent of this Agreement that modifies the Subscription Amount of any Purchaser, the Purchase Price or Section 2.1(a) or (csuch Purchaser(s), 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 any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities. Notwithstanding anything to the contrary herein, without the express written consent of the Purchaser, this Agreement may not be amended, modified or waived to increase or decrease the number of Securities that such Purchaser is obligated to purchase hereunder or to increase or decrease the purchase price to be paid by such Purchaser for such 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 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 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 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 the Required Investors except as set forth below and except that the conditions precedent set forth in Sections 2.1(b) and 2.2(b) may only be waived by each Investor to be bound by such Purchaserwaiver. 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 any Transaction Document unless the same consideration is also offered to all Purchasers Investors who then hold Notes. Without the written consent or the affirmative vote of each Investor affected thereby, an amendment or waiver under this Section 6.4 may not: (a) change the maturity of the principal amount of, or the interest payment date under, or the payment of liquidated damages, due on any Note or Warrant; (b) make any change that impairs the conversion or exercise rights of any Securities; (c) amend or modify in any manner adverse to the Investors, the Company’s obligation to make such payments; (d) amend the definition of Required Investors; (e) change the currency of any amount owed or owing under the Securities or any interest thereon from U.S. Dollars; or (f) modify the provisions of this Section 6.4 or Section 6.5. It shall not be necessary for the consent of the Investors under this Section 6.4 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

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 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 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 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 the Required Investors except that the conditions precedent set forth in Sections 2.1(b) and 2.2(b) may only be waived by each Investor to be bound by such Purchaserwaiver. 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 any Transaction Document unless the same consideration is also offered to all Purchasers Investors who then hold Notes. Without the written consent or the affirmative vote of each Investor of Securities affected thereby, an amendment or waiver under this Section 6.4 may not: (a) change the maturity of the principal amount of, or the interest payment date under, or the payment of liquidated damages, is due on, any Note or Warrant; (b) make any change that impairs the conversion or exercise rights of any Securities; (c) reduce the Event Equity Value under the Notes or amend or modify in any manner adverse to the Holders of Securities the Company's obligation to make such payments; (d) amend the definition of Required Investors; (e) change the currency of any amount owed or owing under the Securities or any interest thereon from U.S. Dollars; (f) impair the right of any Investor to institute suit for the enforcement of any payment with respect to, or conversion or exercise of, any Security; or (g) modify the provisions of this Section 6.4 or Section 6.5. It shall not be necessary for the consent of the Investors under this Section 6.4 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

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 the Purchasers holding or having the right who collectively have subscribed to acquire 66 2/3% purchase at least a majority in interest of the Shares and Shares, provided that (i) no amendment to Section 4.4, Section 4.6, Section 4.10, Section 4.11, Section 4.12, this Section 6.4 or Section 6.18 may be made without the Warrant Shares on a fully-diluted basis at the time consent of such amendment (which amendment shall be binding on all Purchasers) each Purchaser, or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought; providedsought and (ii) any proposed amendment that would, that by its terms, have a disproportionate and materially adverse effect on any amendment, waiver modification or supplement Purchaser shall require the consent of this Agreement that modifies the Subscription Amount of any Purchaser, the Purchase Price or Section 2.1(a) or (csuch Purchaser(s), 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 any Transaction Document unless the same consideration is also offered to all Purchasers (in the case of amendments or waivers following Closing, who then hold SecuritiesShares). Notwithstanding anything to the contrary herein, without the express written consent of the Purchaser, this Agreement may not be amended, modified or waived to increase or decrease the number of Shares that such Purchaser is obligated to purchase hereunder or to increase or decrease the purchase price to be paid by such Purchaser for such 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 the Purchasers holding or having the right who collectively have subscribed to acquire 66 2/3% purchase at least a majority in interest of the Shares Securities, which majority shall include each Purchaser that, together with its affiliates and related funds, has subscribed to purchase Securities in the Warrant Shares on a fully-diluted basis aggregate amount of at least $19,000,000; provided, that (i) no amendment to Section 4.4, Section 4.6, Section 4.10, Section 4.12, Section 4.14, Section 4.15, Section 4.16, this Section 6.4 or Section 6.18 may be made without the time consent of such amendment (which amendment shall be binding on all Purchasers) each Purchaser, or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought; provided, (ii) any proposed amendment that would, by its terms, have a disproportionate and materially adverse effect on any amendment, waiver modification or supplement Purchaser shall require the consent of this Agreement such Purchaser(s) and (iii) any amendment that modifies is made prior to the Subscription Amount Closing shall require the approval 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 each 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 any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities. Notwithstanding anything to the contrary herein, without the express written consent of the Purchaser, this Agreement may not be amended, modified or waived to increase or decrease the number of Securities that such Purchaser is obligated to purchase hereunder or to increase or decrease the purchase price to be paid by such Purchaser for such 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 the Purchasers holding or having the right to acquire 66 2/3% of at least a majority in interest of the Shares and Securities still held by Purchasers, provided that (i) no amendment to Section 4.4, Section 4.6, Section 4.10, Section 4.11 Section 4.12, Section 4.15, Section 4.16, this Section 6.4 or Section 6.17 may be made without the Warrant Shares on a fully-diluted basis at the time consent of such amendment (which amendment shall be binding on all Purchasers) each Purchaser, or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought; providedsought and (ii) any proposed amendment that would, that by its terms, have a disproportionate and materially adverse effect on any amendment, waiver modification or supplement Purchaser shall require the consent of this Agreement that modifies the Subscription Amount of any Purchaser, the Purchase Price or Section 2.1(a) or (csuch Purchaser(s), 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 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 the Purchasers holding or having the right who collectively have subscribed to acquire 66 2/3% purchase at least a majority in interest of the Shares and Securities, which majority must include each Purchaser that has a Subscription Amount (including the Warrant Shares on a fully-diluted basis at the time Subscription Amounts of such Purchaser’s affiliate and related funds) that is no less than $14,000,000, provided that (i) no amendment (which amendment shall to Section 4.4, Section 4.6, Section 4.10, Section 4.11, Section 4.12, Section 4.14, Section 4.15, this Section 6.4 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 is sought; providedsought and (ii) any proposed amendment that would, that by its terms, have a disproportionate and materially adverse effect on any amendment, waiver modification or supplement Purchaser shall require the consent of this Agreement that modifies the Subscription Amount of any Purchaser, the Purchase Price or Section 2.1(a) or (csuch Purchaser(s), 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 any Transaction Document 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, by the Company and 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 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 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 Purchasera majority of the members of the Lender Committee except that any amendment or waiver affecting the principal amount, maturity date, interest rate, designated currency, waiver of payment defaults, rights of the Holder to institute suit for the enforcement of any 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 provisions 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 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 the Purchasers holding or having the right to acquire 66 2/3% of at least a majority in interest of the Shares and the Warrant Shares on a fully-diluted basis at the time of such amendment (which amendment shall be binding on all Purchasers) subscribed for purchase pursuant to this Agreement or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought; provided, however, 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 shall not be effected only pursuant to 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 Shares 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 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, signed by the Company and the Purchasers holding or having the right who collectively have subscribed to acquire 66 2/3% purchase at least a majority in interest of the Shares Preferred Securities and Warrants still held by Purchasers, which shall include each Purchaser that, together with its Affiliates and related funds, has subscribed to purchase Preferred Securities and Warrants in the Warrant Shares on a fully-diluted basis aggregate amount of at least $13,000,000, provided that (i) no amendment, modification or supplement to Section 2.2, Section 4.2, Section 4.4, Section 4.6, Section 4.10, Section 4.11 Section ‎4.12, Section ‎4.15, Section 4.16, Section 4.17, this Section 6.4, Section 6.9, Section 6.17 or Section ‎6.18 may be made without the time consent of such amendment (which amendment shall be binding on all Purchasers) each Purchaser, or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought; provided, that (ii) any proposed amendment, modification, supplement or waiver modification that would, by its terms, have a disproportionate and materially adverse effect on any Purchaser shall require the consent of such Purchaser(s) and (iii) no amendment, modification, supplement to, or supplement of this Agreement that modifies the Subscription Amount of any Purchaser, the Purchase Price or Section 2.1(a) or (c)waiver of, 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, 6.1 may be effected only pursuant made without the consent of the Largest Lead Investor or AMRAF, each with respect to a written instrument signed by the Company and such Purchasersection as applicable to itself. 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. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Preferred Securities. Notwithstanding anything to the contrary herein, without the express written consent of the Purchaser, this Agreement may not be amended, modified or waived to increase or decrease the number of Preferred Securities and Warrants that such Purchaser is obligated to purchase hereunder or to increase or decrease the Subscription Amount to be paid by such Purchaser for such 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 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 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 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 any Transaction Document this Agreement 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 the Purchasers holding or having the right who collectively have subscribed to acquire 66 2/3% purchase at least a majority in interest of the Shares and Securities, provided that no amendment to Section 4.11, Section 4.13 or Section 6.18 may be made without the Warrant Shares on a fully-diluted basis at the time consent of such amendment (which amendment shall be binding on all Purchasers) each Purchaser, or, in the case of a waiver, by the party against whom enforcement of any such waiver 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 any Transaction Document unless the same consideration is also offered to all Purchasers each Purchaser who then hold holds Securities. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Common Stock or otherwise.

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 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 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 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 any Transaction Document 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 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 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 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 the Required Investors except as set forth below and except that the conditions precedent set forth in Sections 2.1(b) and 2.2(b) may only be waived by each Investor to be bound by such Purchaserwaiver. 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 any Transaction Document unless the same consideration is also offered to all Purchasers Investors who then hold Notes. Without the written consent or the affirmative vote of each Investor affected thereby, an amendment or waiver under this Section 6.4 may not: (a) change the maturity of the principal amount of, or the interest payment date under, or the payment of liquidated damages, is due on, any Note or Warrant; (b) make any change that impairs the conversion or exercise rights of any Securities; (c) reduce the Event Equity Value under the Notes or amend or modify in any manner adverse to the Holders of Securities the Company's obligation to make such payments; (d) amend the definition of Required Investors; (e) change the currency of any amount owed or owing under the Securities or any interest thereon from U.S. Dollars; (f) impair the right of any Investor to institute suit for the enforcement of any payment with respect to, or conversion or exercise of, any Security; or (g) modify the provisions of this Section 6.4 or Section 6.5. It shall not be necessary for the consent of the Investors under this Section 6.4 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

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 the Purchasers holding or having the right to acquire 66 2/3% of at least a majority in interest of the Shares and the Warrant Shares on a fully-diluted basis at the time of such 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 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 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 the Required 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 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 is sought; provided, that any amendment, waiver modification or supplement of this Agreement that modifies (i) the Subscription Amount Purchase Price per unit or the aggregate Purchase Price of any Purchaser, (ii) the amount of the Purchase Price or Section 2.1(aPrice, (iii) the definition of Required Purchasers, or (c)iii) Article II, Section 2.23.2, Section 3.1(z)4.17, Section 4.5 4.18, Article V or this Section 6.4 of this Agreement Agreement, or does not apply to a Purchaser in the same fashion as it applies to any other Purchaser 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 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 (a) the Company and (b) (i) prior to the Closing, the Purchasers holding or having the right to acquire 66 2/3% representing at least seventy-five percent (75%) of the Shares Subscription Amounts, and (ii) after the Warrant Shares on a fullyClosing, the Purchasers representing at least seventy-diluted basis at five percent (75%) of the time of such amendment (which amendment shall be binding on all Purchasers) Securities then held by Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver 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 any Transaction Document unless the same consideration is also offered on the same terms and conditions to all Purchasers who then hold Securities. Notwithstanding the foregoing, any provision of this Agreement which may be waived, modified, supplemented or amended without the written consent of each Purchaser may only be so waived, modified, supplemented or amended in a manner which applies to all Purchasers in the same fashion. The Company shall give prompt written notice to each Purchaser of any waiver, modification, supplement or amendment hereof that was effected without each Purchaser’s written consent.

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 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 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 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 the Required Investors except as set forth below and except that the conditions precedent set forth in Section 2.1(d) may only be waived by each Investor to be bound by such Purchaserwaiver. 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 any Transaction Document unless the same consideration is also offered to all Purchasers Investors who then hold Notes. Without the written consent or the affirmative vote of each Investor affected thereby, an amendment or waiver under this Section 6.4 may not: (a) change the maturity of the principal amount of, or the interest payment date under, or the payment of liquidated damages, is due on, any Note or Warrant; (b) make any change that impairs the conversion or exercise rights of any Securities; (c) amend or modify in any manner adverse to the Holders of Securities the Company’s obligation to make such payments; (d) amend the definition of Required Investors; (e) change the currency of any amount owed or owing under the Securities or any interest thereon from U.S. Dollars; (f) impair the right of any Investor to institute suit for the enforcement of any payment with respect to, or conversion or exercise of, any Security; or (g) modify the provisions of this Section 6.4 or Section 6.5. It shall not be necessary for the consent of the Investors under this Section 6.4 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

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 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 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 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(z3.1(aa), . Section 4.5 4.6 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 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 the Purchasers holding or having the right to acquire 66 2/3% of at least sixty-five percent (65%) in interest of the Shares and Securities, if prior to the Warrant Shares on a fully-diluted basis at Closing Date, to be purchased by the time of such amendment (which amendment shall be binding on all Purchasers) Purchasers hereunder, or, if after the Closing Date, still held by Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought; provided. Notwithstanding the foregoing, that this Agreement may not be amended, modified, supplemented or terminated and the observance of any term hereof may not be waived with respect to any Purchaser without the written consent of such Purchaser, unless such amendment, modification, supplement, termination, or waiver modification or supplement of this Agreement that modifies applies to all Purchasers in 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 Purchasersame fashion. 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 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 the Purchasers Stockholders holding or having the right to acquire 66 2/3% a majority of the Shares and the Warrant Shares on a fully-diluted basis at the time of such amendment (which amendment shall be binding on Securities held by all Purchasers) Stockholders or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought; provided, however, that any amendmentno waiver, waiver modification or supplement amendment shall be made or granted in a manner that by its terms materially and adversely affects a Stockholder’s rights hereunder without the approval of this Agreement that modifies such Stockholder, unless such modification, amendment or waiver by its terms adversely affects all Stockholders in the Subscription Amount same manner proportionate to their respective holdings 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 PurchaserSecurities. 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 Stockholder to amend or consent to a waiver or modification of any provision of any Transaction Document unless the same consideration is also offered to all Purchasers Stockholders who then hold SecuritiesShares.