Common use of COMPLETE AGREEMENT; AMENDMENTS Clause in Contracts

COMPLETE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating to such subject matter. No amendment, modification or termination of, or waiver under, any provision of this Agreement shall be valid unless in writing and signed by (i) the Company, (ii) the Founders holding a majority of the voting power of the shares of the Company’s capital stock then held by all of the Founders and (iii) the Purchasers holding at least 66 2/3% of the Registrable Securities then held by all of the Purchasers, and any such amendment, modification, termination or waiver shall be binding on all parties hereto; provided that any such waiver or amendment which materially adversely affects the rights, privileges, duties or obligations of a Purchaser in a manner materially different than those of all other Purchasers shall not be effective without the written consent of the affected Purchaser. Notwithstanding anything to the contrary herein, neither Section 5.2 nor Section 5.3 may be amended without the prior written consent of the SRN Majority Holders, if any. Notwithstanding anything to the contrary herein, this Agreement may be amended by the Company without the consent of any of the other parties hereto to add as a party hereto and include information regarding and otherwise accommodate an additional purchaser of shares of Series E Preferred Stock pursuant to the Purchase Agreement, as may be amended from time to time; provided that any such amendment does not materially and adversely affect the rights of any Purchaser under this Agreement (it being agreed that the issuance of additional shares of capital stock in accordance with the Purchase Agreement, as may be amended or modified from time to time in accordance with its terms, and the other Financing Agreements (as such term is defined in the Purchase Agreement), each as may be modified from time to time in accordance with its respective terms, shall not be deemed to affect the Purchasers under this Agreement).

COMPLETE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating to such subject matter, including the Former Voting Agreement. No amendment, modification or termination of, or waiver under, under any provision of this Agreement shall be valid unless in writing and signed by (i) the Company, (ii) the Founders holding shares representing a majority of the voting power of the shares of the Company’s capital stock Shares then held by all of the Founders Founders, provided that, for purposes of this provision, the Shares held by the trusts listed on Schedule C hereto shall be included in the calculation of Shares held by their respective settlors and (iii) the Purchasers holding shares (other than Series BRN Preferred Stock) representing at least 66 2/3% sixty-five percent (65%) of the Registrable Securities voting power of the Shares (other than shares of Series BRN Preferred Stock) then held by all of the Purchasers, and any such amendment, modification, termination or waiver shall be binding on all parties hereto; provided that any such waiver or amendment which materially and adversely affects the rights, privileges, duties or obligations of a Purchaser in a manner materially different than those of all other Purchasers shall not be effective against such affected Purchaser without the written consent of the such affected Purchaser. Notwithstanding anything to the contrary herein, neither Section 5.2 nor Section 5.3 may be amended without the prior written consent of the SRN Majority Holders, if any. Notwithstanding anything to the contrary herein, this Agreement may be amended by the Company without the consent of any of the other parties hereto to add as a party hereto and include information regarding and otherwise accommodate an additional purchaser of shares of Series E D Preferred Stock or Series BRN Preferred Stock (including a Co-Investor) pursuant to the Purchase Agreement, as may be amended from time to time; provided that any such amendment does not materially and adversely affect the rights of any Purchaser under this Agreement (it being agreed that the issuance of additional shares of capital stock in accordance with the Purchase Agreement, as may be amended or modified from time to time in accordance with its terms, and the other Financing Agreements (as such term is defined in the Purchase Agreement)Documents, each as may be amended or modified from time to time in accordance with its respective terms, shall not be deemed to affect the Purchasers under this Agreement). Notwithstanding the foregoing, no amendment, modification or waiver under this Agreement shall be made: (a) affecting the obligation of the Stockholders to elect the Polaris Director without the written consent of Polaris so long as Polaris holds at least ten percent (10%) of all outstanding shares of the Company’s preferred stock (including Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock and any subsequently issued class or series of preferred stock), other than the Series BRN Preferred Stock or any shares issued in the circumstances specified in Article Fourth, Section 3.3(f)(i)(4)(A)-(I) of the Company Charter, on an as­converted-to-Common Stock basis (the “10% Threshold”); (b) affecting the obligation of the Stockholders to elect the Flagship Director without the written consent of Flagship so long as Flagship holds at least the 10% Threshold; (c) affecting the obligation of the Stockholders to elect the ARCH Director without the written consent of ARCH so long as ARCH holds at least the 10% Threshold; (d) affecting the obligation of the Stockholders to elect Xxxx to the Board of Directors without the written consent of DHK so long as DHK holds at least six percent (6%) of the sum of: the total number of shares of Common Stock then outstanding plus the number of shares of Common Stock issuable upon conversion or exchange of then outstanding Preferred Stock or other convertible securities or exercise of then outstanding options, rights or warrants (but not including any shares issued in the circumstances specified in Article Fourth, Section 3.3(f)(i)(4)(A)-(I) of the Company Charter) on an as-converted-to-Common Stock basis (the “Fully Diluted Shares”); (e) affecting NanoDimension’s rights set forth in Section 1.2(a) with respect to the NanoDimension Observer without the written consent of NanoDimension; (f) affecting DHK’s rights set forth in Section 1.2(b) without the written consent of DHK; (g) affecting the rights of Xxxxxxx and Bertsimas set forth in Section 1.2(c) without the written consent of Xxxxxxx, for so long as such Stockholders collectively hold at least four and two-tenths percent (4.2%) of the Fully Diluted Shares of the Company; (h) affecting the rights of Endeavour, Xxxxxx X. Xxxxxxxx, Xx., Xxxxxx X. Xxxxxxxx, III or D2 Investment set forth in Section 1.2(d) without the written consent of Endeavour, Xxxxxxxx and D2 Investment, for so long as such Stockholders collectively hold at least four and two-tenths percent (4.2%) of the Fully Diluted Shares of the Company; (i) affecting the obligation of the Stockholders to elect the RUSNANO Director without the written consent of RUSNANO so long as RUSNANO (or a controlled affiliate that is a permitted transferee pursuant to Section 8.3) holds at least ten percent (10%) of all outstanding shares of the Company’s preferred stock (including Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock, Series BRN Preferred Stock and any subsequently issued class or series of preferred stock), or any shares issued in the circumstances specified in Article Fourth, Section 3.3(f)(i)(4)(A)-(I) of the Company Charter, on an as-converted-to-Common Stock basis; (j) to Section 11 except as specifically provided therein; or (k) without the written consent of all of the holders who would be required to exercise the drag-along right in accordance with Section 3.2, if such amendment, modification or waiver would change the voting thresholds set forth in Section 3.2.

COMPLETE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating to such subject matter, including the Former Investors’ Rights Agreement. No amendment, modification or termination of, or or, except as otherwise provided in Section 2.7, waiver under, any provision of this Agreement shall be valid unless in writing and signed by (i) the Company, (ii) the Founders holding a majority of the voting power of the shares of the Company’s capital stock Common Stock then held by all of the Founders and (iii) the Purchasers holding at least 66 2/365% of the Outstanding Registrable Securities then held by all of the Purchasers, and any such amendment, modification, termination or waiver shall be binding on all parties hereto; provided, however, that no amendment, modification or waiver under this Agreement shall be made to the proviso of the first sentence of Section 2.7 without the written consent of DHK, unless DHK ceases to hold at least the DHK Minimum Percentage (other than by reason of the Company’s failure to comply with such proviso), in which case such consent shall not be required; provided further, that any such waiver or amendment which materially and adversely affects the rights, privileges, duties or obligations of a Purchaser in a manner materially different than those of all other Purchasers shall not be effective against such affected Purchaser without the written consent of the such affected Purchaser. Notwithstanding anything to the contrary herein, neither Section 5.2 nor Section 5.3 may be amended without the prior written consent of RUSNANO for so long as RUSNANO holds and has sole beneficial ownership of all of the SRN Majority Holdersshares of Series BRN Preferred Stock purchased by it under the Purchase Agreement. No amendment, if anymodification or termination of, or waiver under, Section 2 of this Agreement shall be valid unless in writing and signed by (i) the Company and (ii) Purchasers entitled to waive the participation rights set forth therein in accordance with Section 2.7, and any such amendment, modification, termination or waiver shall be binding on all parties hereto. Notwithstanding anything to the contrary herein, this Agreement may be amended by the Company without the consent of any of the other parties hereto to add as a party hereto and include information regarding and otherwise accommodate an additional purchaser of shares of Series E D Preferred Stock or Series BRN Preferred Stock (including a Co-Investor (as defined in the Purchase Agreement)) pursuant to the Purchase Agreement, as may be amended from time to time; provided that any such amendment does not materially and adversely affect the rights of any Purchaser under this Agreement (it being agreed that the issuance of additional shares of capital stock in accordance with the Purchase Agreement, as may be amended or modified from time to time in accordance with its terms, and the other Financing Agreements (as such term is defined in the Purchase Agreement), each as may be modified from time to time in accordance with its respective terms, shall not be deemed to affect the Purchasers under this Agreement).

COMPLETE AGREEMENT; AMENDMENTS. (a) This Agreement constitutes the entire full and complete agreement and understanding of the parties hereto with respect to the subject matter hereof, hereof and supersedes all prior agreements amends and understandings relating to such subject matter. restates in its entirety the Prior Agreement. (b) No amendment, modification or termination of, or waiver under, of any provision of this Agreement shall be valid unless in writing and signed by (i) the CompanyCompany and (ii) the Stockholders holding at least a majority of the Shares held by all Stockholders voting on an as-converted to Common Stock basis. Notwithstanding the foregoing, (i) Section 1.1(b)(i)(A) of this Agreement regarding Polaris’ right to designate a director may not be amended, terminated or waived without the written consent of Polaris so long as Polaris has the right to designate a director, (ii) Section 1.1(b)(i)(B) of this Agreement regarding OrbiMed’s right to designate a director may not be amended, terminated or waived without the written consent of OrbiMed so long as OrbiMed has the right to designate a director, (iii) Section 1.1(b)(i)(C) of this Agreement regarding SVLS’ right to designate a director may not be amended, terminated or waived without the written consent of SVLS so long as SVLS has the right to designate a director, (iv) Section 1.1(b)(i)(D) of this Agreement regarding NeoMed’s right to designate a director may not be amended, terminated or waived without the written consent of NeoMed so long as NeoMed has the right to designate a director, (v) Section 1.1(b)(ii) many not be amended, terminated or waived without the written consent of Xxxxxxx Xxxxxxxxx so long as Xxxxxxx Xxxxxxxxx has the right to designate a director and (vi) Section 1.1(b)(iii) may not be amended, terminated or waived without the written consent of the Founders holding a majority of the voting power aggregate Shares held by the Founders so long as such Founders have the right to designate a director. The applicability of any provisions of this Agreement in a particular instance may be waived by the party entitled to the benefit of such provision(s) as follows: in the case of the Company, by written instrument signed on behalf of the Company by a duly authorized officer; in the case of the Founders, by written instrument signed on behalf of the Founders holding at least a majority of the shares of the Company’s capital stock then Common Stock held by all Founders; in the case of the Founders and (iii) Restricted Stockholders, by written instrument signed on behalf of the Purchasers Restricted Stockholders holding at least 66 2/3% a majority of the Registrable Securities then shares of Common Stock held by all the Restricted Stockholders; and in the case of the PurchasersInvestors, and by a written instrument signed by the Investors holding at least a majority of the shares of Preferred Stock voting on an as-converted to Common Stock basis. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such amendmentterm, modification, termination condition or provision. Any such amendment or waiver effected in accordance with this Section 9.8(b) shall be binding on all parties hereto; provided that any such waiver or amendment which materially adversely affects the rights, privileges, duties or obligations of a Purchaser in a manner materially different than those of all other Purchasers shall even if they did not be effective without the written consent of the affected Purchaser. Notwithstanding anything to the contrary herein, neither Section 5.2 nor Section 5.3 may be amended without the prior written consent of the SRN Majority Holders, if any. Notwithstanding anything to the contrary herein, this Agreement may be amended by the Company without the consent of any of the other parties hereto to add as a party hereto and include information regarding and otherwise accommodate an additional purchaser of shares of Series E Preferred Stock pursuant to the Purchase Agreement, as may be amended from time to time; provided that any such amendment does not materially and adversely affect the rights of any Purchaser under this Agreement (it being agreed that the issuance of additional shares of capital stock in accordance with the Purchase Agreement, as may be amended or modified from time to time in accordance with its terms, and the other Financing Agreements (as such term is defined in the Purchase Agreement), each as may be modified from time to time in accordance with its respective terms, shall not be deemed to affect the Purchasers under this Agreement)waiver.

COMPLETE AGREEMENT; AMENDMENTS. (a) This Agreement constitutes the entire full and complete agreement and understanding of the parties hereto with respect to the subject matter hereof, hereof and supersedes all prior agreements and understandings relating to such the subject matter, including, but not limited to, the Amended and Restated Investor Rights Agreement dated June 13, 2002, as amended by and among the Company, the Prior Investors and the Series A Investors. Each of the parties hereto hereby acknowledges and agrees that such agreements and understandings be and hereby are terminated in their entirety and all rights and obligations thereunder be and hereby are extinguished and of no further force or effect. (b) No amendment, modification or termination of, or waiver under, of any provision of this Agreement shall be valid unless in writing and signed by the Company and the holders of more than 50% of the voting power of the Preference Shares then held by the Series B Investors; provided, that Articles I, II, III, IV, VI and VII may be amended, modified or terminated only if, in addition to such consent of the Series B Investors, the holders of more than 50% of the Voting Shares held by all Shareholders concur in such amendment, modification or termination. Except as otherwise expressly set forth in this Agreement, the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) (i) with respect to the rights of the Company, with the written consent of the Company, (ii) with respect to the Founders holding a majority rights of the voting power Series B Investors, with the written consent of the shares holders of more than 50% of the Company’s capital stock then issued Voting Shares held by all of the Founders and such Series B Investors, (iii) with respect to the Purchasers holding at least 66 2/3rights of the Prior Investors or the Series A Investors, exclusive of the rights set forth in Article V, Section 2, with the written consent of the holders of more than 50% of the Registrable Securities then issued Voting Shares held by all such Prior Investors and Series A Investors voting together; (iv) with respect to the rights of the PurchasersPrior Investors and Series A Investors set forth in of Article V, Section 2, with the written consent of holders of more than 50% of the then issued Voting Shares held by all such Prior Investors and Series A Investors voting separately; (v) with respect to the rights of the Pre-emptive Rights Holders set forth in Article III, Section 1, with the written consent of the holders of more than 50% of the then issued Voting Shares held by all such Pre-emptive Rights Holders; or (vi) with respect to the rights of the Major Series B Holders set forth in Article III, Section 3, with the written consent of the holders of more than 50% of the then issued Voting Shares held by all such Major Series B Holders. In no event shall the rights of any Prior Investor, Series A Investor, Series B Investor or Major Series B Holder be amended or modified hereunder so as to adversely affect the rights or obligations of such Prior Investor, Series A Investor, Series B Investor or Major Series B Holder in a manner disproportionate to the effect of such amendment or modification upon any other Prior Investor, Series A Investor, Series B Investor or Major Series B Holder having similar rights and obligations, without the consent of such Prior Investor, Series A Investor, Series B Investor or Major Series B Holder, as the case may be. Any amendment, modification, termination or waiver effected in accordance with this Section 8(b) shall be binding upon each of the Shareholders regardless of whether such Shareholder consented to such amendment, modification, termination or waiver, and notice of any such amendment, modification, termination or waiver shall be binding on all parties hereto; provided promptly sent to each Shareholder that has not executed a consent relating to such amendment, modification, termination or waiver. No waivers of or exceptions to any such waiver term, condition or amendment which materially adversely affects the rights, privileges, duties or obligations provision of a Purchaser in a manner materially different than those of all other Purchasers shall not be effective without the written consent of the affected Purchaser. Notwithstanding anything to the contrary herein, neither Section 5.2 nor Section 5.3 may be amended without the prior written consent of the SRN Majority Holders, if any. Notwithstanding anything to the contrary herein, this Agreement may be amended by the Company without the consent of any of the other parties hereto to add as a party hereto and include information regarding and otherwise accommodate an additional purchaser of shares of Series E Preferred Stock pursuant to the Purchase Agreement, as may be amended from time to time; provided that in any such amendment does not materially and adversely affect the rights of any Purchaser under this Agreement (it being agreed that the issuance of additional shares of capital stock in accordance with the Purchase Agreement, as may be amended one or modified from time to time in accordance with its terms, and the other Financing Agreements (as such term is defined in the Purchase Agreement), each as may be modified from time to time in accordance with its respective termsmore instances, shall not be deemed to affect the Purchasers under this Agreement)be, or construed as, a further or continuing waiver of any such term, condition or provision.

COMPLETE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating to such subject matter. The Third Amended Agreement is hereby amended and restated in its entirety and shall be of no further force or effect. No amendment, modification or termination of, or waiver under, any provision of this Agreement shall be valid unless in writing and signed by (i) the Company, (ii) the Founders Founders, Common Holders and Additional Stockholders (taken together) holding a majority at least seventy percent (70%) of the voting power of the shares of the Company’s capital stock Common Stock then held by all of the Founders Founders, Common Holders and Additional Stockholders and (iii) the Purchasers Investors holding at least 66 2/3% more than sixty percent (60%) of the Registrable Securities voting power of the Shares then held by all of the PurchasersInvestors, and any such amendment, modification, termination or waiver shall be binding on all parties hereto; provided that any , regardless of whether such waiver party has consented thereto. Notwithstanding the foregoing, (a) the provisions of Section 1.1(b)(i) may be amended and the observance of such Section 1.1(b)(i) may be waived (either generally or amendment which materially adversely affects the rights, privileges, duties or obligations of a Purchaser in a manner materially different than those of all other Purchasers shall not be effective without particular instance and either retroactively or prospectively) only with the written consent of the affected Purchaser. Notwithstanding anything to Company and Polaris Venture Partners V, L.P.; (b) the contrary herein, neither provisions of Section 5.2 nor Section 5.3 1.1(b)(ii) may be amended without and the prior observance of such Section 1.1(b)(ii) may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the SRN Majority Holders, if any. Notwithstanding anything to Company and Flagship; (c) the contrary herein, this Agreement provisions of Section 1.1(b)(v) may be amended by and the observance of such Section 1.1(b)(v) may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company without and Merck; (d) the consent provisions of any of the other parties hereto to add as a party hereto and include information regarding and otherwise accommodate an additional purchaser of shares of Series E Preferred Stock pursuant to the Purchase Agreement, as Section 12.1 may be amended from time to time; provided that any such amendment does not materially and adversely affect the rights observance of any Purchaser under this Agreement Section 12.1 may be waived (it being agreed that the issuance of additional shares of capital stock either generally or in accordance a particular instance and either retroactively or prospectively) only with the Purchase Agreement, as written consent of the Company and Lux; (e) the provisions of Section 12.2 may be amended or modified from time to time in accordance with its terms, and the other Financing Agreements (as such term is defined in the Purchase Agreement), each as observance of Section 12.2 may be modified from time to time waived (either generally or in accordance a particular instance and either retroactively or prospectively) only with its respective terms, shall not the written consent of the Company and the Foundation; and (f) the provisions of Section 12.3 may be deemed to affect amended and the Purchasers under this Agreement)observance of Section 12.3 may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and Merck.

COMPLETE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating to such subject matter. No amendment, modification amendment or termination of, or waiver under, any provision of this Agreement shall be valid unless in writing and signed by Stockholders holding at least fifty-five percent (i55%) the Company, (ii) the Founders holding a majority of the voting power of the shares of the Company’s capital stock Shares (on an as converted basis) then held by all of Stockholders and the Founders and (iii) the Purchasers holding at least 66 2/3% of the Registrable Securities then held by all of the PurchasersCompany, and any such amendment, modification, termination or waiver shall be binding on all parties heretohereto even if they do not execute such consent; provided, however, if any such amendment would affect the rights of a Stockholder or Stockholders or their respective directors to designate a director pursuant to Section 1 hereof, then in addition to the aforementioned consent described above, the written consent of such affected Stockholder or Stockholders shall also be required to enforce such amendment against such Stockholder or it or his designated director; provided further, that if any such waiver amendment would otherwise affect the rights of the holders of any class or amendment which materially adversely affects series of the rights, privileges, duties or obligations of a Purchaser Company's capital stock in a manner materially fashion different than those from the holders of all any other Purchasers shall not be effective without class or series of the Company's capital stock, then, in addition to the aforementioned consent of fifty-five percent (55%) of the voting power of the Shares (on an as converted basis), the written consent of the affected Purchaser. Notwithstanding anything to the contrary herein, neither Section 5.2 nor Section 5.3 may be amended without the prior written consent holders of a majority of the SRN Majority Holders, if anyvoting power (on an as converted basis) of such class or series of the Company's capital stock held by such affected Stockholder or Stockholders shall also be required to enforce such amendment against such Stockholder. Notwithstanding anything to the contrary herein, this Agreement may be amended by the The Company without the consent shall give prompt written notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination or waiver. Solely for the purposes of this Section 7(f), Shares shall not include Common Stock issuable pursuant to either Article FOURTH, Section E.1.(c) or Section F.1.(c) of the other parties hereto to add as a party hereto and include information regarding and otherwise accommodate an additional purchaser Company's Certificate of shares of Series E Preferred Stock pursuant to the Purchase AgreementIncorporation, as may be amended from time to time; provided that any such amendment does not materially and adversely affect the rights of any Purchaser under this Agreement (it being agreed that the issuance of additional shares of capital stock in accordance with the Purchase Agreement, as may be amended or modified from time to time in accordance with its terms, and the other Financing Agreements (as such term is defined in the Purchase Agreement), each as may be modified from time to time in accordance with its respective terms, shall not be deemed to affect the Purchasers under this Agreement).

COMPLETE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire full ------------------------------ and complete agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating to such subject matter. No amendment, modification or termination of, or waiver under, of any provision of this Agreement shall be valid unless in writing and signed by (i) the Company, (ii) Company and the Founders holding a majority holders of 60% of the voting power of the shares Shares and if the amendment, modification or termination affects either any right or benefit that has been granted or conveyed to Nortel, the Amerindo Entities, Anschutz or the Tudor Entities and not to any or all other Investors or such amendment, modification or termination affects Nortel, the Amerindo Entities, Anschutz or the Tudor Entities differently than it affects any or all other Investors or Institutional Investors, as the case may be, then Nortel's, the Amerindo's Entities', Anschutz's and/or the Tudor Entities', as the case may be, concurrence shall also be required in connection with any such amendment, modification or termination; provided, that, in addition to the preceding provisions set forth in this sentence, (i) Article III may be amended only if the Founders (by action of the Company’s capital stock then holders of a majority of the Voting Shares held by the Founders) concur in such amendment, (ii) Article III may be amended with the consent of less than all of the Founders Investors only in a manner which affects Registrable Shares (to the extent affected) in the same fashion and (iii) the Purchasers holding at least 66 2/3% of the Registrable Securities then held by all of the Purchasers, Articles IV and any such amendment, modification, termination or waiver shall be binding on all parties hereto; provided that any such waiver or amendment which materially adversely affects the rights, privileges, duties or obligations of a Purchaser in a manner materially different than those of all other Purchasers shall not be effective without the written consent of the affected Purchaser. Notwithstanding anything to the contrary herein, neither Section 5.2 nor Section 5.3 may be amended without the prior written consent of the SRN Majority Holders, if any. Notwithstanding anything to the contrary herein, this Agreement V may be amended by the Company without holders of 60% of the voting power of the Shares held by the Institutional Investors and no consent of any of the other parties hereto Additional Stockholders shall be required to add as a party hereto and include information regarding and otherwise accommodate an additional purchaser of shares of Series E Preferred Stock pursuant to the Purchase Agreementamend such Articles, as except that Article IV may be amended from time only if the Founders (by action of a majority of the Voting Shares held by the Founders) concur in such amendment. No waivers of or exceptions to time; provided that any such amendment does not materially and adversely affect the rights term, condition or provision of any Purchaser under this Agreement (it being agreed that the issuance of additional shares of capital stock in accordance with the Purchase Agreement, as may be amended in any one or modified from time to time in accordance with its terms, and the other Financing Agreements (as such term is defined in the Purchase Agreement), each as may be modified from time to time in accordance with its respective termsmore instances, shall not be deemed to affect the Purchasers under this Agreement)be, or construed as, a further or continuing waiver of any such term, condition or provision. The Prior Investor Rights Agreement is hereby terminated and shall be of no further force or effect.

COMPLETE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating to such subject matter. No amendment, modification or termination of, or waiver under, any provision of this Agreement shall be valid unless in writing and signed by (i) the Company, (ii) the Founders Initial Stockholders holding at least a majority of the voting power of the shares of the Company’s capital stock Shares then held by all of the Founders Initial Stockholders, and (iii) the Purchasers holding at least sixty-six and two-thirds percent (66 2/3% %) of the Registrable Securities voting power of the Shares (other than shares of Series SRN Preferred Stock) then held by all of the Purchasers, and any such amendment, modification, termination or waiver shall be binding on all parties hereto; provided that any such waiver or amendment which materially adversely affects the rights, privileges, duties or obligations of a Purchaser in a manner materially different than those of all other Purchasers shall not be effective without the written consent of the affected Purchaser. Notwithstanding anything to the contrary herein, neither Section 5.2 nor Section 5.3 may be amended without the prior written consent of the SRN Majority Holders, if any. Notwithstanding anything to the contrary herein, this Agreement may be amended by the Company without the consent of any of the other parties hereto to add as a party hereto and include information regarding and otherwise accommodate an additional purchaser of shares of Series E Preferred Stock pursuant to the Purchase Agreement, as may be amended from time to time; provided that any such amendment does not materially and adversely affect the rights of any Purchaser under this Agreement (it being agreed that the issuance of additional shares of capital stock in accordance with the Purchase Agreement, as may be amended or modified from time to time in accordance with its terms, and the other Financing Agreements (as such term is defined in the Purchase Agreement)Agreements, each as may be amended or modified from time to time in accordance with its respective terms, shall not be deemed to affect the Purchasers under this Agreement). Notwithstanding the foregoing, no amendment, modification or waiver under this Agreement shall be made: (a) affecting the right to elect the Polaris Director without the written consent of Polaris so long as Polaris holds at least the 8% Ownership Threshold (as defined in Section 13.5(h) below) and no amendments, modifications or waivers shall be made to Section 1.2(b), so long as Polaris holds at least 250,000 shares of Senior Preferred Stock; (b) affecting the right to elect the Flagship Director without the written consent of Flagship so long as Flagship holds at least the 8% Ownership Threshold and no amendments, modifications or waivers shall be made to Section 1.2(b), so long as Flagship holds at least 250,000 shares of Senior Preferred Stock; (c) affecting the right to elect the NanoDimension Director without the written consent of NanoDimension so long as NanoDimension holds at least the 8% Ownership Threshold and no amendments, modifications or waivers shall be made to Section 1.2(b), so long as NanoDimension holds at least 250,000 shares of Senior Preferred Stock; (d) affecting the right to elect the OrbiMed Director without the written consent of OrbiMed so long as OrbiMed holds at least the 8% Ownership Threshold and no amendments, modifications or waivers shall be made to Section 1.2(b), so long as OrbiMed holds at least 250,000 shares of Senior Preferred Stock; (e) affecting the right to elect the RUSNANO Director without the written consent of RUSNANO (or an Affiliate of RUSNANO that is permitted pursuant to Section 9.3) so long as RUSNANO (or its Affiliate that is permitted pursuant to Section 9.3) holds at least the 8% Ownership Threshold and no amendments, modifications or waivers shall be made to Section 1.2(b), so long as RUSNANO holds at least 250,000 shares of Senior Preferred Stock; (f) changing the voting thresholds set forth in Section 4.2 without the written consent of all of the holders who would be required to exercise the drag-along right in accordance with Section 4.2; or (g) amending subsections (a) through (f) of this Section 13.5 without the consent of Polaris, Flagship, NanoDimension, OrbiMed or RUSNANO, as applicable. (h) For purposes of this Section 13.5, the term “8% Ownership Threshold,” as it relates to a particular Preferred Director, shall mean, 8% of all outstanding shares of the Company’s Senior Preferred Stock, on an as-converted-to-Common Stock basis (but not including any shares issued in the circumstances specified in Article Fourth, Section 3.3(d)(i)(4)(A)-(K) of the Company Charter), and for purposes of this calculation, specifically including: (i) Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and any subsequently issued class or series of preferred stock, other than Series SRN Preferred Stock; and (ii) any shares of Common Stock issued as a result of an automatic conversion effected by the written consent or agreement of the (1) holders of shares of Senior Preferred Stock representing at least sixty-six and two-thirds percent (66 2/3%) of the votes represented by all outstanding shares of Senior Preferred Stock voting together as a single class, and (2) holders of shares of Common Stock representing at least a majority of the votes represented by all outstanding shares of Common Stock voting together as a single class, and the party with the right to designate such Preferred Director did not consent or agree.

COMPLETE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating to such subject matter. No amendment, modification or termination of, or waiver under, any provision of this Agreement shall be valid unless in writing and signed by the Company and Stockholders holding at least 55% of the voting power of the Shares then held by all of the Stockholders (i) giving effect to the Companyconversion into Common Stock of all securities convertible thereinto, (ii) i.e. on an as converted basis); provided, however, this Agreement may be amended or terminated, and any right hereunder may be waived with respect to all parties to this Agreement with the Founders consent of less than all parties to this Agreement, and shall be binding upon each party, even if they do not execute such consent, only if such amendment, modification or termination applies in the same fashion to all parties to this Agreement whose rights are being terminated, amended or waived; provided further, however, any amendment or modification of this Agreement which would adversely affect the rights or obligations of the Executives or Former Employees shall require the consent of the Executives and Former Employees holding at least a majority of the voting power of the shares of the Company’s capital stock then Shares held by all Executives and Former Employees. For the sake of the Founders and (iii) the Purchasers holding at least 66 2/3% clarity, no amendment to this Agreement which adds additional Stockholders, Executives or Former Employees as parties hereto shall be deemed to adversely affect any Person who or which is already a party hereto. The Company shall give prompt written notice of the Registrable Securities then held by all of the Purchasers, and any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver shall be binding on all parties hereto; provided that any such waiver or amendment which materially adversely affects the rights, privileges, duties or obligations of a Purchaser in a manner materially different than those of all other Purchasers shall not be effective without the written consent of the affected Purchaserwaiver. Notwithstanding anything to the contrary herein, neither any amendment to the Threshold Price in Section 5.2 nor Section 5.3 may be amended without 7 hereof shall require the prior written consent of Vertex only if such amendment occurs between the SRN Majority Holders, if any. Notwithstanding anything to date hereof and the contrary herein, this Agreement may be amended by the Company without the consent of any second anniversary of the other parties hereto date hereof and is to add as a party hereto and include information regarding and otherwise accommodate an additional purchaser of shares of Series E Preferred Stock pursuant to the Purchase Agreement, as may be amended from time to time; provided that any such amendment does not materially and adversely affect the rights of any Purchaser under this Agreement (it being agreed that the issuance of additional shares of capital stock in accordance with the Purchase Agreement, as may be amended or modified from time to time in accordance with its terms, and the other Financing Agreements (as such term is defined in the Purchase Agreement), each as may be modified from time to time in accordance with its respective terms, shall not be deemed to affect the Purchasers under this Agreement)price less than $4.2747100.

COMPLETE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating to such subject matter, including without limitation the Former Investors’ Rights Agreement. No amendment, modification or termination of, or waiver under, any provision of this Agreement shall be valid unless in writing and signed by (i) the Company, (ii) the Founders holding a majority of the voting power of the shares of the Company’s capital stock then held by all of the Founders and (iiiii) the Purchasers holding at least 66 2/3% of the Registrable Securities then held by all of the PurchasersRequired Holders, and any such amendment, modification, termination or waiver shall be binding on all parties hereto; provided, however, that the participation rights established in Section 2.2 may only be waived only as provided in Section 2.7; provided, further, that Section 1.6 may not be amended without the consent of Novo Holdings A/S for so long as Novo Holdings A/S continues to have the rights described in Section 1.6. Notwithstanding the foregoing, (i) this Agreement may not be amended or terminated and the observance of any term hereof may not be waived in a manner that adversely affects any Purchaser without the written consent of such Purchaser, unless such amendment, termination, or waiver or amendment which materially adversely affects the rights, privileges, duties or obligations of all Purchasers in the same manner (it being agreed that a Purchaser waiver of the provisions of Section 2.2 with respect to a particular transaction shall be deemed to apply to all Purchasers in the same manner if such waiver does so by its terms, notwithstanding the fact that certain Purchasers may nonetheless, by agreement with the Company, purchase securities in such transaction) and (ii) Section 5.9 of the Agreement may not be amended or waived in a manner materially different than those of all other Purchasers shall not be effective adverse to any Purchaser without the written consent of the affected such Purchaser. Notwithstanding anything to the contrary herein, neither Section 5.2 nor Section 5.3 may be amended without the prior written consent of the SRN Majority Holders, if any. Notwithstanding anything to the contrary herein, this Agreement may be amended by the Company without the consent of any of the other parties hereto to add as a party hereto and include information regarding and otherwise accommodate an additional purchaser of shares of Series E Preferred Stock pursuant to the Purchase Agreement, as may be amended from time to time; provided that any such amendment does not materially and adversely affect the rights of any Purchaser under this Agreement (it being agreed that the issuance of additional shares of capital stock in accordance with the Purchase Agreement, as may be amended or modified from time to time in accordance with its terms, and the other Financing Agreements (as such term is defined in the Purchase Agreement), each as may be modified from time to time in accordance with its respective terms, shall not be deemed to affect the Purchasers under this Agreement).

COMPLETE AGREEMENT; AMENDMENTS. (a) This Agreement constitutes contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, . From and supersedes all prior agreements and understandings relating to such subject matter. No amendment, modification or termination of, or waiver under, any provision after the delivery of this Agreement, the Prior Investor Rights Agreement shall be valid unless deemed to be terminated and superceded in writing all respects. By their execution of this Agreement, all the parties hereto who are parties to the Prior Investor Rights Agreement consent to the termination of the Prior Investor Rights Agreement and acknowledge and agree that they have no remaining rights or obligations under such Prior Investor Rights Agreement other than those which have accrued or vested prior to the effective time of this Agreement. (b) This Agreement may be amended at any time by a written instrument signed by (i) the Company, (ii) the Founders Preferred Investors holding a majority of the shares of Common Stock issued or issuable upon conversion of the Registrable Shares held by them, and, with respect to any amendment to Section 3.2 of Article III, Founders holding a majority, by voting power power, of the shares of capital stock of the Company held by Founders then employed by the Company’s capital stock then held by all . Notwithstanding the foregoing, (x) no amendment that adversely affects any of the Founders and (iii) the Purchasers holding at least 66 2/3% specific rights of the Registrable Securities then held by all of the Purchasers, and any such amendment, modification, termination or waiver Columbia under this Agreement shall be binding on all parties hereto; provided that any such waiver or amendment which materially adversely affects the rights, privileges, duties or obligations of a Purchaser in a manner materially different than those of all other Purchasers shall not be effective without the written consent of the affected Purchaser. Notwithstanding anything to the contrary herein, neither Section 5.2 nor Section 5.3 may be amended without the prior written consent of Columbia, and (y) no amendment to Section 5.3 of this Agreement shall be effective without the SRN Majority Holdersprior written consent of MPM. No waivers of or exceptions to any term, if anycondition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. Notwithstanding anything to the contrary hereinforegoing, this Agreement may be amended by the Company without the consent of any of the other parties hereto to add as a party hereto and include information regarding and otherwise accommodate an additional purchaser purchasers of shares of the Company’s Series E C Preferred Stock pursuant to the Series C Purchase Agreement, as Agreement or an addendum thereto after the date of the Purchase Agreement may be amended from time subsequently added as a party to time; provided that any such amendment does not materially and adversely affect the rights of any Purchaser under this Agreement (it being agreed that and shall be bound by and entitled to the issuance of additional shares of capital stock in accordance with the Purchase Agreement, as may be amended or modified from time to time in accordance with its terms, benefits and conditions herein by the other Financing Agreements (as such term is defined in the Purchase Agreement), each as may be modified from time execution of this Agreement on a signature page to time in accordance with its respective terms, shall not be deemed to affect the Purchasers under this Agreement).