Common use of Consent Required to Amend, Terminate or Waive Clause in Contracts

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the holders of a majority of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor without the written consent of such Investor unless such amendment, modification termination or waiver applies to all Investors, as the case may be, in the same fashion; (ii) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the other parties hereto; (iii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the holders of a majority Investors holding 67% of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock Shares then held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notesthereby. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor without the written consent of such Investor unless such amendment, modification termination or waiver applies to all Investors, as the case may be, Investors in the same fashion; (ii) Schedules the consent of the Investor shall not be required for any amendment or waiver if such amendment or waiver is not, directly or indirectly, applicable to the rights of the Investor hereunder; (iii) Schedule A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the other parties hereto;with respect to the Investors by adding other additional parties as Investors; and (iiiiv) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a). In addition, and notwithstanding anything to the contrary contained herein, any provision of this Section 7.8(iv) shall 3.7 that requires a particular Investor consent to a particular amendment may not be amended or waived terminated without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. such Investor. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 3.7 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the Key Holders holding 50% of the Shares then held by the Key Holders who are then providing services to the Company as officers, employees or consultants; and (c) the holders of a majority 50% of the shares of Common Stock issued or issuable or issued upon conversion of the shares of the Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (iib) the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; (c) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the other parties hereto; (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 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, termination or waiver.; and

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated modified and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, and (bii) the holders of Shareholders holding a majority of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock Shares then held by Shareholders; provided, that if such amendment or waiver would adversely and disproportionately modify the Investors (voting as a single class and on an asrights or obligations of any Shareholder holding Registrable Securities vis-converted basis) and (c) for so long as a majority à-vis any other Shareholder holding Registrable Securities, then such amendment shall require the prior consent of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notesany such affected Shareholder. Notwithstanding the foregoing: : (i) this Agreement may not be amended, modified or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor without the written consent of such Investor unless such amendment, modification termination or waiver applies to all Investors, as the case may be, in the same fashion; (ii) Schedules Schedule A and B hereto may be amended by the Company from time to time to add information regarding additional Investors Shareholders (that are assignees and/or Permitted Transferees pursuant to Section 7.1 hereof) without the consent of the other parties hereto; ; (iiiii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) . A copy of any amendment shall not be amended or waived without delivered to each Shareholder within five business days of the written consent effectiveness of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. such amendment. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 7.6 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the holders Key Holders; and (c) the hold­ers of at least a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Series A Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance obser­vance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInves­tors or Key Holders, as the case may be, in the same fashion; (iib) the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; (c) Schedules A and B hereto may be amended by the Company from time to time in accordance with Subsection 1.3 of the Subscription Agreement to add information informa­tion regarding additional Investors without the consent of the other parties hereto;; and (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. . The Company shall give prompt written notice of any amendment, termination termination, or waiver hereunder here­under to any party that did not consent in writing thereto. Any amendment, termination termination, or waiver effected in accordance with this Section Subsection 7.8 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, termination or waiver. For purposes of this Subsection 7.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended amended, modified or terminated (other than pursuant to Section 6) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the holders of a majority of the shares then outstanding Shares (other than those Shares obtained by exercise of Common Stock issuable or issued upon conversion of the shares of Preferred Stock stock options) held by the Investors parties to this Agreement (voting together as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders respectively, as the case may be, in the same fashion; (iib) Schedules any amendment, modification, termination or waiver of this Agreement that would adversely and disproportionately alter the explicit rights and obligations of the Founder, as compared to other parties to this Agreement, shall require the consent of the Founder (as applicable); (c) Section 1.2(a) shall not be amended, terminated or waived without the written consent of the Founder; (d) Section 1.2(b) shall not be amended, terminated or waived without the written consent of Garland for so long as the applicable share threshold set forth in Section 1.2(b) is satisfied; (e) Schedule A and Schedule B hereto may be amended by the Company from time to time to add information regarding additional Investors any subsequent investors, stockholder, option holders, or transferees who become parties hereto as “Investors” or “Key Holders” by execution of a joinder or counterpart hereto, or remove former stockholders or otherwise update the information thereon, without the consent of the other parties hereto;; and (iiif) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. . The Company shall give prompt written notice of any amendment, termination termination, or waiver hereunder to any party that did not consent in writing theretothereto (other than an amendment pursuant to Section 8.8(e)). Any amendment, termination or waiver effected in accordance with this Section 7.8 8.8 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, termination or waiver. For purposes of this Section 8.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by by: (a) the Company, ; (b) the Key Holders holding a majority of the Shares then held by the Key Holders provided that such consent shall not be required if the Key Holders do not then own Shares representing at least 5% of the outstanding capital stock of the Company; and (c) the holders of a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Preferred Stock held by the Investors any such Stockholder (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Stockholder without the written consent of such Investor Stockholder unless such amendment, modification termination or waiver applies to all InvestorsStockholders, as the case may be, in the same fashion; (iib) Schedules the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; (c) Schedule A and B hereto may be amended by the Company from time to time in accordance with Subsection 6.1 to add information regarding additional Investors Additional Parties without the consent of the other parties hereto; (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 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, termination or waiver.; and

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the Key Holders holding at least sixty-percent (60%) of the Shares (calculated on an as-converted basis) then held by all of the Key Holders, which holders shall include, for so long as any Active Founder is then serving as a full-time employee, at least one Active Founder who is then serving as a full-time employee of the Company; provided, that at such time, the Founders (together with any AF Trusts established by them), collectively, hold at least one-third (1/3) of the Shares (calculated on an as-converted basis) then held by all of the Key Holders; and (c) the holders of at least a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (ii) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors Stockholders (as set forth in Sections 6.1(a) and (b) herein) without the consent of the other parties hereto; (iiiiv) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;; and (ivv) Section 1.2(i)(a), and 1.2(a) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line; (vthe holders of at least a majority of the Series A/B/D Preferred Stock, Section 1.2(b) Section 1.2(i)(b) and of this Section 7.8(v) Agreement shall not be amended or waived without the written consent of S2G; (vi) the holders of at least a majority of the Series C Preferred Stock, and Section 1.2(i)(c1.2(c) and the last sentence of Section 1.4(a) of this Section 7.8(vi) Agreement shall not be amended or waived without the written consent of each of Fall Line the Active Founders, for so long as each such Active Founder (a) remains a full-time employee of the Company and S2G. (b) together with such Active Founder’s AF Trust(s), if any, continues to hold the Threshold Shares; and (vi) Section 3.3(e)(iv) and Section 3.5 of this Agreement shall not be amended or waived without the written consent of the holders of at least a majority of the Series F Preferred Stock. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto; provided that the failure to provide such notice shall not invalidate any amendment, termination or waiver hereunder. Any amendment, termination or waiver effected in accordance with this Section 7.8 6.8 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the holders of Stockholders holding a majority of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock Shares then held by the Investors (voting as a single class and on an as-converted basis) Xxxxxxx Stockholders; and (c) for so long as Stockholders holding a majority of the Notes issued under Shares then held by the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesGreenwood Stockholders. Notwithstanding the foregoing: (i) foregoing this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Stockholder without the written consent of such Investor Stockholder unless such amendment, modification termination or waiver applies to all InvestorsStockholders, in their capacities as Stockholders, as the case may be, in the same fashion; (ii) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the other parties hereto; (iii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. fashion The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 6.7 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, termination or waiver. For purposes of this Section 6.7, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (ai) the Company, ; (bii) PIC and (iii) the holders of a majority no less than 50% of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class Company then issued and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notesoutstanding. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (iib) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto;; and (iiic) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. . The Company shall give prompt written notice of any amendment, termination or waiver hereunder here-under to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 5.8 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, termination or waiver. For purposes of this Section 5.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the Key Holders holding at least a majority of the Shares then held by the Key Holders; and (c) the holders of at least a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Series A Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (iib) the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; (c) Schedules A and B hereto may be amended by the Company from time to time in accordance with Section 1.3 of the Purchase Agreement to add information regarding additional Investors Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto; (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; ; and (ive) Section 1.2(i)(a), and 1.2(a) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line; (vBios, and Section 1.2(b) Section 1.2(i)(b) and of this Section 7.8(v) Agreement shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without at least a majority of the written consent shares of each of Fall Line and S2G. Common Stock. The Company shall give prompt written notice of any amendment, termination termination, or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination termination, or waiver effected in accordance with this Section 7.8 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, termination or waiver. For purposes of this Section 7.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; and (b) the holders of a majority of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesSupermajority Holders. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance xxxxx- xxxxx of any term of this Agreement may not be waived with respect to any Investor a particular Shareholder without the written consent of such Investor Shareholder unless such amendment, modification termination or waiver applies to all InvestorsShareholders holding the same class or series, as the case may be, of Shares in the same fashion; (iib) Schedules the consent of a particular Shareholder shall not be required for any amendment or waiver if such amendment or waiver either (1) is not directly applicable to the unique rights of such Shareholder set forth in the Agreement or (2) does not adversely affect the rights of such Shareholder in a manner that is different than the effect on the rights of the other Shareholders holding the same class or series, as the case may be, of Shares; (c) Schedule A and B hereto may be amended by the Company from time to time to add information regarding additional Investors Shareholders or to reflect transfers or repurchases of Shares or changes to the names or addresses of the parties without the consent of the other parties hereto; (iiid) any provision hereof may be waived by the waiving party on such party’s 's own behalf, without the consent of any other party;; and (ive) the applicable subsection of Section 1.2(i)(a), and this Section 7.8(iv) 1.2 shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. applicable Shareholder. The Company shall give prompt written notice of any amendment, termination or waiver hereunder here- under to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 6.12 shall be binding on each party and and, as applicable, all of such party’s 's heirs, attorneys, guardians, estate trustees, executors, trustees, successors (including any successor by reason of amalgamation of any party) and permitted assigns, whether or not any such party, heir, attorney, guardian, estate trustee, executor, trustee, successor or assignee assign entered into or approved such amendment, termination or waiver. For purposes of this Section 6.12, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Shareholders circulated by the Company and executed by the Shareholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the holders Key Holders holding a majority of the Shares then held by the Key Holders who are then, or then held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as full-time officers, employees or consultants; and (c) the Investors holding at least a majority of the shares of Common Stock issuable or issued upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesStock. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (iib) Schedules the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto. For avoidance of doubt, any proposed amendment of Section 3.2(ii) (which Section requires the approval of a Sale of the Company by a majority of the outstanding shares of Common Stock) shall require the written consent of the Key Holders holding a majority of the Shares held by all Key Holders; (c) Schedule A and B hereto may be amended by the Company from time to time to add information regarding additional Investors purchasers of Series D Preferred Stock in connection with the Offering without the consent of the other parties hereto; (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (ive) Section 1.2(i)(aSubsections 1.2(a), 1.2(b), 1.2(c), and 1.2(d) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line;CJF, Shining, Bessemer and CrossCut Ventures 2, L.P., respectively; and (vf) Section 1.2(i)(bSubsection 1.2(e) and of this Section 7.8(v) Agreement shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended the Key Holders holding a majority of the Shares held by Key Holders who are then, or waived without held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the written consent benefit of each of Fall Line and S2G. any Founder who is then, providing services to the Company as full-time officers, employees or consultants. The Company shall give prompt written notice of any amendment, termination termination, or waiver hereunder to any party who had a right to consent to such amendment, terminate or waiver hereunder and that did not consent in writing thereto. Any amendment, termination termination, or waiver effected in accordance with this Section Subsection 7.8 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, termination or waiver. For purposes of this Subsection 7.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Except as otherwise provided herein, the provisions of this Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only upon the prior written consent of the party against whom the waiver is to be effective. This Agreement may be amended, terminated or modified by a written instrument executed by (a) the Company, with Board approval; and (b) the holders of a majority sixty-seven percent (67%) of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock Shares then held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesKey Holders. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified or terminated and the observance of any term of this Agreement may not be waived shall automatically terminate with respect to any Investor Stockholder if such person no longer holds or has the right to acquire any capital stock of the Company or any security convertible into capital stock of the Company; (ii) subject to Section 6.8(i), without the written consent of a Stockholder’s consent, no amendment or modification shall adversely affect such Investor Stockholder’s rights under this Agreement, unless such amendment, amendment or modification termination or waiver applies to all Investors, as the case may be, Stockholders in the same fashion; (iiiii) Schedules Schedule A and B hereto may be amended by the Company from time to time to add information regarding additional Investors or to add additional Stockholders pursuant to Sections 6.1 or 6.2 or remove any Stockholder in the event of any termination of this Agreement with respect to such Stockholder pursuant to this Section 6.8, without the consent of the other parties hereto; (iiiiv) any The last provision hereof of Section 3.1, the last sentence of Section 3,3, Section 6.8(iv), Section 6.8(v) and Sections 6.17 and 6.18 (collectively, the “Specified Sections”) may be amended or waived only with the approval of holders of a majority of the Shares not held by the waiving party on Key Holders or their Affiliates (such party’s own behalfmajority being the “Required Majority); and (v) subject to the next proviso, this Agreement may be terminated, as set forth herein, without the consent of any Persons other party; (iv) Section 1.2(i)(a)than the Stockholders party hereto; provided, and this Section 7.8(iv) shall that the Specified Sections may not be terminated unless, concurrently with such termination, the Company agrees in writing to provide, for the benefit of and enforceable by all holders of Shares, the rights set forth in the Specified Sections, except as such rights are amended or waived without by the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. Required Majority. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 6.8 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the holders of Stockholders holding a majority of the shares of Common Stock held by all Stockholders and Common Stock issued or issuable or issued upon conversion of the shares of Preferred Stock held by the Investors all Stockholders (voting acting as a single class and on an as-converted basis) and (c) for so long as the Stockholders holding a majority of the Notes shares of Common Stock issued under the NPA as or issuable upon conversion of the date hereof remain outstanding shares of Preferred Stock held by all Stockholders (“Initial Closing Notes”acting as a single class and on an as-converted basis), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified or terminated ; and the observance of any term of this Agreement may not be waived with respect to any Investor without the written consent of such Investor unless such amendment, modification termination or waiver applies to all Investors, as the case may be, in the same fashion; (ii) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the other parties hereto; (iii) provided that any provision hereof may be waived by the any waiving party on such party’s own behalf, without the consent of any other party; . Notwithstanding the foregoing, (ivx) Section 1.2(i)(a), Subsection 1.2(a) and this Section 7.8(ivsubclause (x) of Subsection 6.8 of this Agreement shall not be amended or waived without the written consent of Fall Line; Xxxxxxx, and (vy) Section 1.2(i)(bSubsection 1.2(c) and this Section 7.8(vsubclause (y) of Subsection 6.8 of this Agreement shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. XxxxXxxxxx for so long as he is entitled to designate a director. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 Subsection 6.8 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, termination or waiver. For purposes of this Subsection 6.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the holders of a majority of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock Shares then held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesStockholders. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Stockholder without the written consent of such Investor Stockholder unless such amendment, modification termination or waiver applies to all InvestorsStockholders, as the case may be, in the same fashion;; and (ii) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the other parties hereto; (iiib) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. . The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 6.8 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, termination or waiver. For purposes of this Section 6.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the holders of at least a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Series A Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) ); and (c) for so long as in the case of an amendment or waiver which would adversely affect the rights of the Key Holders in a manner disproportionate to any adverse effect such amendment or waiver would have on the rights of the Investors, the written consent of the holders of at least a majority of the Notes issued under shares of capital stock held by the NPA Key Holders (voting as a single class), it being the understanding of and agreement among the parties that upon the consummation of the date hereof remain outstanding Company’s first underwritten public offering of its Common Stock (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or an SEC Rule 145 transaction) (the “Initial Closing NotesIPO”), this Agreement will be amended to provide for (w) Board representation for FP following the holders of IPO which is at least proportionate to FP’s post-IPO shareholdings (such Persons being referred to as the “FP Post-IPO Directors”), (x) a majority covenant of the aggregate outstanding principal under Company to continue to nominate the Initial Closing Notes. Notwithstanding FP Post-IPO Directors to the foregoing: (i) this Agreement may not be amended, modified or terminated Board and the observance of any term of this Agreement may not be waived with respect to any Investor without the written consent of such Investor unless such amendment, modification termination or waiver applies to all Investors, as the case may be, in the same fashion; (ii) Schedules A and B hereto may be amended support their election by the Company from time to time to add information regarding additional Investors without Company’s shareholders, (y) the consent incorporation of the other parties hereto; approval rights set forth in Section 53.2 of the Articles that FP desires to have post-IPO and (iiiz) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent pre-emptive rights in favor of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. FP. The Company shall give prompt written notice of any amendment, termination or waiver hereunder here-under to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 8.6 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the holders of Key Holders holding a majority of the shares of Common Stock then held by the Key Holders who are then employed by the Company; and (c) the holders of at least a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted to Common Stock basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (iib) Schedules the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not applicable to the rights of the Key Holders hereunder or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties herein; (c) Schedule A and B hereto may be amended by the Company from time to time in accordance with Section 1.3 of the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto; (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (ivi) Section 1.2(i)(a1.2(a) and Section 1.4(a) of this Agreement (with respect to F-Prime), and this Section 7.8(ivclause (i) shall not be amended or waived without the written consent of Fall Line; F-Prime, (vii) Section 1.2(i)(b1.2(b)(i) and Section 1.4(a) of this Agreement (with respect to PFM) and this Section 7.8(vclause (ii) shall not be amended or waived without the written consent of S2G; PFM, (viiii) Section 1.2(i)(c1.2(b)(ii) and Section 1.4(a) of this Section 7.8(viAgreement (with respect to Ridgeback), and this clause (iii) shall not be amended or waived without the written consent of each Ridgeback, (iv) the rights of Fall Line Farallon under Section 1.2(b) and S2G. Section 1.4(a) of this Agreement (with respect to Farallon), and this clause (iv) shall not be amended or waived without the written consent of Farallon, (v) Section 1.2(c) of this Agreement and this clause (v) may not be amended, terminated or waived without the prior written consent of the holders of a majority of the shares of Common Stock, (vi) Section 1.2(d) of this Agreement and this clause (vi) shall not be amended, terminated or waived without the prior written consent of the holders of a majority of the shares of Common Stock and Preferred Stock, voting together as a single class on an as-converted to Common Stock basis, and the approval of a majority of the Directors then in office, provided, however, that the right to approve the initial appointment of the Independent Directors shall not amended, terminated or waived without the approval of a majority of the Preferred Directors then in office, and (vii) Section 1.4(a)(i)(B) of this Agreement and this clause (vii) shall not be amended, terminated or waived without the prior written consent of the holders of a majority of the shares of Common Stock and Preferred Stock, voting together as a single class on an as-converted to Common Stock basis and the approval of a majority of the Directors then in office; (f) Section 3 and Section 3.4 of this Agreement shall not be amended or waived without the written consent of (i) the holders of a majority of the Series B Preferred Stock, voting together as a single class, and (ii) the holders of at least two-thirds (2/3rds) of the Series C Preferred Stock, voting together as a single class; provided, however, that the consent of the holders of the Series B Preferred Stock or the holders of the Series C Preferred Stock, respectively, shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination, or waiver is not directly applicable to the rights of the holders of the Series B Preferred Stock or the holders of the Series C Preferred Stock, as the case may be; and (g) Section 3.3A(x)(i), Section 3.3(g) (with respect to AbbVie) and this clause (g) (with respect to AbbVie) shall not be amended, terminated, or waived without the written consent of AbbVie Inc.; Section 3.3A(x)(ii) and this clause (g) (with respect to Genus) shall not be amended, terminated, or waived without the written consent of Pig Improvement Company UK Limited; Section 3.3A(x)(iii) and this clause (g) (with respect to Corteva) shall not be amended, terminated, or waived without the written consent of Corteva; and Section 3.3A(x)(iv) and this clause (g) (with respect to Novartis) shall not be amended, terminated, or waived without the written consent of Novartis. The Company shall give prompt written notice of any amendment, termination termination, or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 6.8 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, termination or waiver. For purposes of this Section 6.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the holders of a majority 51% of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Series A Preferred Stock held by the Investors (voting as a single class and on an as-converted basis); (c) the holders of 51% of the shares of Common Stock issued or issuable upon conversion of the shares of Series B Preferred Stock held by the Investors (voting as a single class and on an as-converted basis, but excluding for this purpose any Series B PIK Dividend Shares), (d) the holders of 51% of the shares of Common Stock issued or issuable upon conversion of the shares of Series C Preferred Stock held by the Investors (voting as a single class) and (ce) for so long as a majority the Common Holders holding 51% of the Notes issued under Shares then held by the NPA Common Holders who are then providing services to the Company as of the date hereof remain outstanding (“Initial Closing Notes”)officers, the holders of a majority of the aggregate outstanding principal under the Initial Closing Notesemployees, directors or consultants, if any. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Common Holder without the written consent of such Investor or Common Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Common Holders, as the case may be, in the same fashion; (iib) the consent of the Common Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Common Holders hereunder or (B) does not adversely affect the rights of the Common Holders in a manner that is different than the effect on the rights of the other parties hereto (c) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the other parties hereto; (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;; and (ive) Section 1.2(i)(a), and Subsections 1.2(a) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. Xxxxxxxxx X. Xxxxxxxx. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 Subsection 8.8 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, termination or waiver. For purposes of this Subsection 8.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only prospectively)only by a written instrument executed by (a) the Company, ; (b) the Key Holders holding a majority of the Shares then held by the Key Holders; (c) the holders of a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) Investors; and (cd) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under shares of Common Stock held by the Initial Closing NotesCommon Stock Investors. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor, Common Stock Investor or Key Holder without the written consent of such Investor, Common Stock Investor or Key Holder unless such amendment, modification termination or waiver applies to all Investors, Common Stock Investors or Key Holders, as the case may be, in the same fashion; (ii) the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; (iii) the terms of Section 3 of this Agreement may not be amended, modified or waived without the consent of the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the Series B Preferred Stock and Series B-1 Preferred Stock; (iv) the terms of Section 3.3(i) of this Agreement and this Section 7.8(iv) may not be amended, modified or waived without the consent of the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the Series B-1 Preferred Stock; (v) Schedules A and B A, B, C or D hereto may be amended by the Company from time to time to add information regarding Persons who become additional Investors without the consent of the other parties heretoto this Agreement pursuant to Section 7.1; (iiivi) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;; and (ivvii) Section 1.2(i)(a), and 1.1(a) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line; (vthe holders of a majority of the issued and outstanding shares of Series A Preferred Stock, so long as the Series A Threshold is met. Section 1.1(b) Section 1.2(i)(b) and of this Section 7.8(v) Agreement shall not be amended or waived without the written consent of S2G; (vithe holders of a majority of the issued and outstanding shares of Series B Preferred Stock, so long as the Series B Threshold is met. Section 1.1(c) Section 1.2(i)(c) and of this Section 7.8(vi) Agreement shall not be amended or waived without the written consent of each Xxxxxxx During and, so long as the Key Holders are entitled to designate a director pursuant to Section 1.1(c), the Key Holders holding a majority of Fall Line the shares of Common Stock then held by the Key Holders. Sections 1.1(d) and S2G. 1.1(e) of this Agreement shall not be amended or waived without the written consent of Xxxxxx Xxxxx. Further, no amendment specifically targeted at Takeda individually that adversely affects Takeda in any respect shall be effective unless approved in writing by Takeda. The Company shall give prompt written notice of any amendment, termination termination, or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination termination, or waiver effected in accordance with this Section 7.8 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, termination or waiver. For purposes of this Section 7.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated modified and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the holders of a majority two-thirds of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Series A Preferred Stock or Series B Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (iib) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the other parties hereto;Key Holders shall not be required for any amendment or waiver if such amendment or waiver does not apply to the Key Holders; and (iiic) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. . The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 6.8 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the holders of a majority at least eighty-five percent (85%) of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notesoutstanding. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Stockholder without the written consent of such Investor Stockholder unless such amendment, modification termination or waiver applies to all InvestorsStockholders, as the case may be, in the same fashion; (ii) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the other parties hereto; (iiib) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;; and (ivc) Section 1.2(i)(a), Subsections 1.2(a) and 1.2(d)1.2(d) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(bBay City Capital Fund V, L.P. and Subsections 1.2(b) and 1.2(c) of this Section 7.8(v) Agreement shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. Cesca. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 Subsection 5.8 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, termination or waiver. For purposes of this Subsection 5.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (ai) Accuray, (ii) the Company, (biii) the holders of a majority of the outstanding shares of Series A Common Stock issuable or issued upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”other than TomoTherapy), the (iv) holders of a majority of the aggregate outstanding principal under shares of Series B Common Stock, and (v) holders of a majority of the Initial Closing Notesoutstanding shares of Series A Preferred Stock; provided that any amendment, termination, or waiver applicable to Series A Preferred Holders, Series A Holders, Series B Holders, Major Investors, or Shareholders, must apply to all such Series A Preferred Holders, Series A Holders, Series B Holders, Major Investors, or Shareholders, respectively as the case may be, in substantially the same fashion. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor without the written consent of such Investor unless such amendment, modification termination or waiver applies to all Investors, as the case may be, in the same fashion; (iia) Schedules A A, B, C and B D hereto may be amended by the Company from time to time to add information regarding additional Investors Shareholders without the consent of the other parties hereto;; and (iiib) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. . The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party directly affected thereby that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 9.8 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 assign entered into or approved such amendment, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (ai) the Company; (ii) the Key Holders holding a majority of the Shares then held by the Key Holders who are then providing services to the Company as officers, employees or consultants; and (biii) the holders of a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (b) no consent of the Key Holders shall be required for any amendment or waiver if such amendment or waiver either (i) is not directly applicable to the rights of the Key Holders hereunder or (ii) Schedules A and B hereto may does not adversely affect the rights of the Key Holders in a manner that is different from the effect on the rights of the other parties hereto, it being understood that the addition of new parties as Investors or Key Holders hereunder shall not, in itself, be amended by deemed to be directly applicable to the Company rights of the Key Holders hereunder or to adversely affect the rights of the Key Holders in a manner that is different from time to time to add information regarding additional Investors without the consent effect on the rights of the other parties hereto; (iiic) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (ivd) Section 1.2(i)(a), 1.2(a) and Section 1.2(d) of this Section 7.8(iv) shall Agreement may not be amended or waived without the written consent of Fall LineFlagship so long as Flagship or its Affiliates continue to hold any shares of Preferred Stock; (ve) Section 1.2(i)(b4.2 and Section 5 of this Agreement, as they may apply to the Fidelity Investors or their Affiliates or related parties, may not be modified or amended without the prior written consent of the Fidelity Investors, as applicable; (f) and Section 1.2(f) of this Section 7.8(v) shall Agreement may not be amended or waived without the written consent of S2G;Nestlé so long as Nestlé and its Affiliates continue to hold at least 1,498,590 shares of Series D Preferred Stock (as adjusted for any stock split, stock dividend, recapitalization, reorganization, or the like); and (vig) Section 1.2(i)(c) and this Section 7.8(vi) Agreement shall not be amended in a manner that limits or waived reduces the exceptions set forth in Section 3.3 hereof to an Investor’s obligations to comply with its obligations in respect of any Proposed Sale, or to otherwise increase its obligations with respect to a Proposed Sale, without the written consent of each of Fall Line and S2G. such Investor. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the holders of a majority Stockholders holding 67% of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock Shares then held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notesthereby. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Stockholder without the written consent of such Investor Stockholder unless such amendment, modification termination or waiver applies to all Investors, as the case may be, Stockholders in the same fashion; (ii) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the other parties hereto;Stockholder shall not be required for any amendment or waiver if such amendment or waiver is not, directly or indirectly, applicable to the rights of the Stockholder hereunder; and (iii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a). In addition, and notwithstanding anything to the contrary contained herein, any provision of this Section 7.8(iv) shall 5.7 that requires a particular Stockholder consent to a particular amendment may not be amended or waived terminated without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. such Stockholder. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 5.7 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the Key Holders holding a majority of the Shares then held by the Key Holders; and (c) the holders of a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Series B Preferred Stock held by the Investors Investor (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance obser­vance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (iib) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the other parties heretoKey Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder or (B) does not adversely affect the rights of the Key Holders; (iiic) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), ; and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. The Company shall give prompt written notice of any amendment, termination or waiver hereunder here­under to any party that did not consent in writing theretoall parties hereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 5.7 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, termination or waiver. For purposes of this Section 5.7, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated modified and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the holders of a majority majority-in-interest of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock held by the Investors Stockholders (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (iib) Schedules A and B hereto may be amended by the Company from time to time in accordance with Section 1.3 of the Purchase Agreement to add information regarding additional Investors (as defined in the Purchase Agreement) without the consent of the other parties hereto; (iiic) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;; and (ivd) Section 1.2(i)(a), and this Section 7.8(iv5.8 and Section 1.2(a) and Section 1.6 of this Agreement shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. Investor. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 5.8 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the holders of a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Series A Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) ), and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority two-thirds of the aggregate outstanding principal under shares of Common Stock held by the Initial Closing NotesKey Holders. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor without the written consent of such Investor unless such amendment, modification termination or waiver applies to all Investors, as the case may be, Investors in the same fashion; (iib) Schedules A and B hereto may Section 1.2(a) shall not be amended by the Company from time to time to add information regarding additional Investors amended, waived or terminated without the written consent of Investors holding a majority of the other parties hereto;Series A Preferred Stock then outstanding; and (iiic) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. . The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 4.8 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the Key Holders holding a majority of the Shares then held by the Key Holders; and (c) the holders of a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (iib) the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; (c) Schedules A and B hereto may be amended by the Company from time to time in accordance with Subsection 1.3 of the Purchase Agreement to add information regarding additional Investors Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto;; and (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. . The Company shall give prompt written notice of any amendment, termination termination, or waiver hereunder here- under to any party that did not consent in writing thereto. Any amendment, termination termination, or waiver effected in accordance with this Section 7.8 Subsection 6.8 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, termination or waiver. For purposes of this Subsection 6.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the holders of a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Series A Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or the Key Holder without the written consent of such Investor or the Key Holder unless such amendment, modification termination or waiver applies to all Investorsof the Investors and the Key Holder, as the case may be, in the same fashion; (iib) the consent of the Key Holder shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holder hereunder; or (B) does not adversely affect the rights of the Key Holder in a manner that is different than the effect on the rights of the other parties hereto; provided, that such consent shall not be required if the Key Holders do not then own Shares representing at least ten percent (10%) of the outstanding capital stock of the Company on an fully-diluted basis; (c) Schedules A and B hereto may be amended by the Company from time to time in accordance with Subsection 1.3 of the Purchase Agreement to add information regarding additional Investors Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto;; and (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; ; and A waiver, modification or amendment of this Agreement by a party shall only be effective if (iva) Section 1.2(i)(ait is in writing and signed by applicable party(ies), and as set forth in this Section 7.8(iv7.8, (b) it specifically refers to this Agreement, and (c) it specifically states that the party or parties, as the case may be, is waiving, modifying or amending its rights hereunder. Any such amendment, modification or waiver shall not be amended or waived without effective only in the written consent of Fall Line; (v) Section 1.2(i)(b) specific instance and this Section 7.8(v) shall not be amended or waived without for the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. specific purpose for which it was given. The Company shall give prompt written notice of any amendment, termination termination, or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination termination, or waiver effected in accordance with this Section Subsection 7.8 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, termination or waiver. For purposes of this Subsection 7.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the holders Key Holders holding a majority of the Shares then held by the Key Holders who are then, or then held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as full-time officers, employees or consultants; and (c) the Investors holding at least a majority of the shares of Common Stock issuable or issued upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesStock. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (iib) Schedules the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto. For avoidance of doubt, any proposed amendment of Section 3.2(ii) (which Section requires the approval of a Sale of the Company by a majority of the outstanding shares of Common Stock) shall require the written consent of the Key Holders holding a majority of the Shares held by all Key Holders; (c) Schedule A and B hereto may be amended by the Company from time to time to add information regarding additional Investors purchasers of Series F Preferred Stock pursuant to the Purchase Agreement without the consent of the other parties hereto; (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (ive) Section 1.2(i)(aSubsections 1.2(a), 1.2(b), and 1.2(c) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line;CJF, Shining, Bessemer, respectively; and (vf) Section 1.2(i)(bSubsection 1.2(e) and of this Section 7.8(v) Agreement shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended the Key Holders holding a majority of the Shares held by Key Holders who are then, or waived without held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the written consent benefit of each of Fall Line and S2G. any Founder who is then, providing services to the Company as full-time officers, employees or consultants. The Company shall give prompt written notice of any amendment, termination termination, or waiver hereunder to any party who had a right to consent to such amendment, terminate or waiver hereunder and that did not consent in writing thereto. Any amendment, termination termination, or waiver effected in accordance with this Section Subsection 7.8 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, termination or waiver. For purposes of this Subsection 7.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the holders Key Holders holding a majority of the Shares then held by the Key Holders who are then, or then held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as full-time officers, employees or consultants; and (c) the Investors holding at least a majority of the shares of Common Stock issuable or issued upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesStock. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (iib) Schedules the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto. For avoidance of doubt, any proposed amendment of Section 3.2(ii) (which Section requires the approval of a Sale of the Company by a majority of the outstanding shares of Common Stock) shall require the written consent of the Key Holders holding a majority of the Shares held by all Key Holders; (c) Schedule A and B hereto may be amended by the Company from time to time to add information regarding additional Investors purchasers of Series E Preferred Stock in connection with the Offering without the consent of the other parties hereto; (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (ive) Section 1.2(i)(aSubsections 1.2(a), 1.2(b), 1.2(c), and 1.2(d) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line;CJF, Shining, Bessemer and CrossCut Ventures 2, L.P., respectively; and (vf) Section 1.2(i)(bSubsection 1.2(e) and of this Section 7.8(v) Agreement shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended the Key Holders holding a majority of the Shares held by Key Holders who are then, or waived without held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the written consent benefit of each of Fall Line and S2G. any Founder who is then, providing services to the Company as full-time officers, employees or consultants. The Company shall give prompt written notice of any amendment, termination termination, or waiver hereunder to any party who had a right to consent to such amendment, terminate or waiver hereunder and that did not consent in writing thereto. Any amendment, termination termination, or waiver effected in accordance with this Section Subsection 7.8 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, termination or waiver. For purposes of this Subsection 7.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; and (b) the holders of a majority of the shares of Common Investors holding a Series A-1 Preferred Stock issuable or issued upon conversion and Investors who held Legacy Preferred Stock as of the shares of Preferred Stock held by the Investors (Conversion Date, , voting as a single class and on an as-converted to Common Stock basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashionfashion (it being agreed that a waiver of the provisions of Section 9 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction); (iib) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; (iiic) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (ivd) Section 1.2(i)(aSubsections 2.2(a), 2.2(b), 2.8, 4.2 and 4.3 of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line;Future VC; and (ve) Section 1.2(i)(bSubsection 1.12 (Major Investor definition) as it relates to the Series A-1 Preferred Stock, and Subsections 4.2 (Observer Rights), 4.3 (Inspection), 5.2 (Exceptions), 10.6 (Stock Option Plans), 10.7 (Right to Conduct Activities) and 10.8 (Use of Ecolab Name), and this Section 7.8(vSubsection 13.8(e) of this Agreement shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. Ecolab. The Company shall give prompt written notice of any amendment, termination termination, or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination termination, or waiver effected in accordance with this Section 7.8 Subsection 13.8 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, termination or waiver. For purposes of this Subsection 13.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the holders of a majority at least 70% of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Series A Preferred Stock held by the Investors holders thereof (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Stockholder without the written consent of such Investor Stockholder unless such amendment, modification termination or waiver applies to all Investors, as the case may be, Stockholders in the same fashion; (ii) Schedules Schedule A and B hereto may be amended by the Company from time to time to add information regarding additional Investors Stockholders added in compliance with this Agreement without the consent of the other parties hereto; (iii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;; and (iv) Section 1.2(i)(a)1.2(a) of this Agreement shall not be amended or waived without the written consent of CHL Medical Partners, and this Section 7.8(iv1.2(b) shall not be amended or waived without the written consent of Fall Line; (v) Versant Ventures, Section 1.2(i)(b) and this Section 7.8(v1.2(c) shall not be amended or waived without the written consent of S2G; (vi) jVen Capital, Section 1.2(i)(c) and this Section 7.8(vi1.2(d) shall not be amended or waived without the written consent of each Xxxxxx & Xxxxxx, and Section 1.2(g) shall not be amended or waived without the written consent of Fall Line and S2G. Xxxxx Xxxxx. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 6.8 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the Key Holders holding a majority of the Shares then held by the Key Holders who are then providing services to the Company as officers, employees or consultants; and (c) the holders of a majority of the shares shares, held by the Rights Holders, of then-outstanding Series Seed Preferred Stock or Common Stock issuable or issued upon conversion of the shares of Series Seed Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) and, for so long as a majority the avoidance of the Notes doubt, excluding then-outstanding Non-Voting Preferred Stock or Common Stock issued under the NPA as upon conversion of the date hereof remain outstanding (“Initial Closing Notes”Non-Voting Preferred Stock), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Rights Holder or Key Holder without the written consent of such Investor Rights Holder or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsRights Holders or Key Holders, as the case may be, in the same fashion; (iib) Schedules the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; (c) Schedule A and B hereto may be amended by the Company from time to time as contemplated by Section 1 of the Purchase Agreement to add information regarding additional Investors purchasers of Series A-3 Preferred Stock after the date hereof without the consent of the other parties hereto; (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (ive) Section 1.2(i)(a), and Subsection 1.2(a) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Linethe holders of a majority of the shares of Series Seed Preferred Stock (voting as a single class on an as-converted basis) (and, for the avoidance of doubt, excluding then-outstanding Non-Voting Preferred Stock); (vf) Section 1.2(i)(bSubsection 1.2(b) and of this Section 7.8(v) Agreement shall not be amended or waived without the written consent of S2G;the holders of record of a majority of the shares of Common Stock not issued or issuable (directly or indirectly) upon conversion of the Preferred Stock, voting exclusively and as a separate class); and (vig) Section 1.2(i)(cSubsection 1.2(c) and of this Section 7.8(vi) Agreement shall not be amended or waived without the written consent of each both (i) the holders of Fall Line record of a majority of the shares of Common Stock not issued or issuable (directly or indirectly) upon conversion of the Preferred Stock, voting exclusively and S2G. as a separate class, on the one hand, and (ii) the holders of a majority of the shares of Series Seed Preferred Stock (voting as a single class on an as-converted basis) (and, for the avoidance of doubt, excluding then-outstanding Non-Voting Preferred Stock), on the other hand. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 Subsection 6.8 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, termination or waiver. For purposes of this Subsection 6.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the Key Holders holding a majority of the Shares then held by the Key Holders; and (c) the holders of a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (iib) the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; (c) Schedules A and B hereto may be amended by the Company from time to time in accordance with Subsection 1.3 of the Purchase Agreement to add information regarding additional Investors Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto; (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;; and (ive) Section 1.2(i)(a), and Subsection 1.2(a) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line; (vRunway Venture Partners LP, and Subsection 1.2(b) Section 1.2(i)(b) and of this Section 7.8(v) Agreement shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. Rxxx Xxxxxx. The Company shall give prompt written notice of any amendment, termination termination, or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination termination, or waiver effected in accordance with this Section 7.8 Agreement 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, termination or waiver. The requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated modified and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the CompanyKey Holders holding a majority of the Shares then held by the Key Holders, and in all circumstances, each of Xxxxx Xxxxxxx and Xxxxx Xxxxxxx so long as they respectively hold Shares in excess of the Minimum Ownership Threshold, and (b) the holders of a majority of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock Shares held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (ii) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the other parties heretoKey Holders shall not be required for any amendment or waiver if such amendment or waiver does not apply to or affect the Key Holders; (iii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;; and (iv) Section 1.2(i)(a1.2(a), Section 2.1 and Section 4.6(iv) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line; (vGS Fund VI, Section 1.2(b), Section 2.1 and Section 4.6(iv) Section 1.2(i)(b) and of this Section 7.8(v) Agreement shall not be amended or waived without the written consent of S2G; (viOak, and Section 1.2(c) Section 1.2(i)(c) and of this Section 7.8(vi) Agreement shall not be amended or waived without the written consent of the holders of a majority of Shares held by the Key Holders and each of Fall Line Xxxxx Xxxxxxx and S2G. Xxxxx Xxxxxxx, so long as they respectively hold Shares in excess of the Minimum Ownership Threshold. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 4.6 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, Company and (b) the holders of a majority at least 70% of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Series A Preferred Stock held by the Investors holders thereof (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Stockholder without the written consent of such Investor Stockholder unless such amendment, modification termination or waiver applies to all Investors, as the case may be, Stockholders in the same fashion; (ii) Schedules Schedule A and B hereto may be amended by the Company from time to time to add information regarding additional Investors Stockholders added in compliance with this Agreement without the consent of the other parties hereto; (iii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;; and (iv) Section 1.2(i)(a)1.2(a) of this Agreement shall not be amended or waived without the written consent of CHL Medical Partners, and this Section 7.8(iv1.2(b) shall not be amended or waived without the written consent of Fall Line; (v) Versant Ventures, Section 1.2(i)(b) and this Section 7.8(v1.2(c) shall not be amended or waived without the written consent of S2G; (vi) jVen Capital, Section 1.2(i)(c) and this Section 7.8(vi1.2(d) shall not be amended or waived without the written consent of each Xxxxxx & Xxxxxx, and Section 1.2(g) shall not be amended or waived without the written consent of Fall Line and S2G. Xxxxx Xxxxx. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated (other than pursuant to Section 8) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; and (b) Requisite Stockholders, provided, however, that if, at such time, there are no more than 5 Stockholders then such instrument shall be executed by the holders of a majority Stockholders representing at least 90% of the shares of Common Stock issuable or issued upon conversion voting power of the shares of Preferred Stock held by the Investors (Common Stock, voting as a single class and on an as-as converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Stockholder without the written consent of such Investor Stockholder unless such amendment, modification modification, termination or waiver applies to all Investors, as the case may be, Stockholders in the same fashion; (iib) Schedules Schedule A and B hereto may be amended by the Company from time to time to add Stockholders pursuant to Subsection 8.1 and information regarding additional Investors Stockholders made parties hereto pursuant to Subsection 8.2 and permitted transferees and assignees of Stockholders without the consent of the other parties hereto;; and (iiic) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. . The Company shall give prompt written notice of any amendment, termination modification, termination, or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination modification, termination, or waiver effected in accordance with this Section 7.8 Subsection 8.8 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. No waivers of or exceptions to any item, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the holders of a majority of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor without the written consent of such Investor unless such amendment, modification termination or waiver applies to all Investors, as the case may be, in the same fashion; (ii) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the other parties hereto; (iii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the Key Holders holding a majority of the Shares then held by the Key Holders who are then providing services to the Company as officers, employees or consultants; and (c) the holders of a majority of the shares shares, held by the Rights Holders, of then-outstanding Series Seed Preferred Stock or Common Stock issuable or issued upon conversion of the shares of Series Seed Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) and, for so long as a majority the avoidance of the Notes doubt, excluding then-outstanding Series A Preferred Stock or Common Stock issued under the NPA as upon conversion of the date hereof remain outstanding (“Initial Closing Notes”Series A Preferred Stock), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Rights Holder or Key Holder without the written consent of such Investor Rights Holder or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsRights Holders or Key Holders, as the case may be, in the same fashion; (iib) Schedules the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; (c) Schedule A and B hereto may be amended by the Company from time to time in accordance with Subsection 1.3 of the Purchase Agreement to add information regarding additional Investors Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto; (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (ive) Section 1.2(i)(a), and Subsection 1.2(a) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Linethe holders of a majority of the shares of Series Seed Preferred Stock (voting as a single class on an as-converted basis) (and, for the avoidance of doubt, excluding then-outstanding Series A Preferred Stock); (vf) Section 1.2(i)(bSubsection 1.2(b) and of this Section 7.8(v) Agreement shall not be amended or waived without the written consent of S2G;the holders of record of a majority of the shares of Common Stock not issued or issuable (directly or indirectly) upon conversion of the Preferred Stock, voting exclusively and as a separate class); and (vig) Section 1.2(i)(cSubsection 1.2(c) and of this Section 7.8(vi) Agreement shall not be amended or waived without the written consent of each both (i) the holders of Fall Line record of a majority of the shares of Common Stock not issued or issuable (directly or indirectly) upon conversion of the Preferred Stock, voting exclusively and S2G. as a separate class, on the one hand, and (ii) the holders of a majority of the shares of Series Seed Preferred Stock (voting as a single class on an as-converted basis) (and, for the avoidance of doubt, excluding then-outstanding Series A Preferred Stock), on the other hand. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 Subsection 6.8 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, termination or waiver. For purposes of this Subsection 6.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; and (b) the holders of a majority of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesSupermajority Holders. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance oxxxx- xxxxx of any term of this Agreement may not be waived with respect to any Investor a particular Shareholder without the written consent of such Investor Shareholder unless such amendment, modification termination or waiver applies to all InvestorsShareholders holding the same class or series, as the case may be, of Shares in the same fashion; (iib) Schedules the consent of a particular Shareholder shall not be required for any amendment or waiver if such amendment or waiver either (1) is not directly applicable to the unique rights of such Shareholder set forth in the Agreement or (2) does not adversely affect the rights of such Shareholder in a manner that is different than the effect on the rights of the other Shareholders holding the same class or series, as the case may be, of Shares; (c) Schedule A and B hereto may be amended by the Company from time to time to add information regarding additional Investors Shareholders or to reflect transfers or repurchases of Shares or changes to the names or addresses of the parties without the consent of the other parties hereto; (iiid) any provision hereof may be waived by the waiving party on such party’s 's own behalf, without the consent of any other party;; and (ive) the applicable subsection of Section 1.2(i)(a), and this Section 7.8(iv) 1.2 shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. applicable Shareholder. The Company shall give prompt written notice of any amendment, termination or waiver hereunder here- under to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 6.12 shall be binding on each party and and, as applicable, all of such party’s 's heirs, attorneys, guardians, estate trustees, executors, trustees, successors (including any successor by reason of amalgamation of any party) and permitted assigns, whether or not any such party, heir, attorney, guardian, estate trustee, executor, trustee, successor or assignee assign entered into or approved such amendment, termination or waiver. For purposes of this Section 6.12, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Shareholders circulated by the Company and executed by the Shareholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the Key Holders holding a majority of the Shares then held by the Key Holders who are then providing services to the Company as officers, employees or consultants; and (c) the holders of a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (iib) Schedules Schedule A and B hereto may be amended by the Company from time to time in accordance with Subsection 1.3 of the Purchase Agreement to add information regarding additional Investors Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto; (iiic) the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; (d) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;; and (ive) Section 1.2(i)(a), and Subsection 1.2(a) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. BSC II. The Company shall give prompt written notice of any amendment, termination termination, or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination termination, or waiver effected in accordance with this Section Subsection 7.8 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, termination or waiver. For purposes of this Subsection 7.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by by: (a) the Company, ; (b) the holders of Key Holders holding at least a majority of the shares of Shares then held by the Key Holders (voting as a single class and on an as-converted-to-Common Stock issuable or issued upon conversion basis); and (c) Investors holding a majority of the shares of Preferred Stock Shares then held by the Investors (voting as a single class and on an as-converted converted-to- Common Stock basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (i) this This Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Investor, Key Holder or Transferee Shareholder, respectively, without the written consent of such Investor Investor, Key Holder or Transferee Shareholder unless such amendment, modification termination or waiver applies to all Investors, Key Holders or Transferee Shareholders, as the case may be, in the same fashion;. (ii) Schedules A The consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (a) is not directly applicable to the rights of the Key Holders hereunder or (b) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto. (iii) Schedule A, Schedule B and B Schedule C hereto may be amended by the Company from time to time to add information regarding additional Investors Investors, Key Holders or Transferee Shareholders or to remove Investors, Key Holders or Transferee Shareholders who no longer hold any Shares, without the consent of the other parties hereto;. (iiiiv) any Any provision hereof may be waived by the waiving party hereto on such party’s own behalf, without the consent of any other party;. (ivv) Section 1.2(i)(a1.2(a), Section 1.2(b), Section 1.2(f), Section 1.2(g) and Section 1.2(h) of this Agreement shall not be amended or waived (including, without limitation, in connection with a termination of this Agreement other than as provided by Section 7.8(iv4) without the written consent of The Benaroya Company, L.L.C., Pioneer Venture Partners LLC, Sageview Capital Master, L.P., Battery Ventures IX, L.P., or Warburg Pincus Private Equity XI, L.P., respectively, and Section 1.2(c) of this Agreement shall not be amended or waived (including, without limitation, in connection with a termination of this Agreement other than as provided by Section 4) without the written consent of the Key Holders holding a majority of the Common Stock held by Key Holders who are at such time providing services to the Company as an officer, director, employee or consultant. (vi) Without the written consent of Warburg Pincus Private Equity XI, L.P., Section 1.8, shall not be amended or waived (including, without limitation, in connection with a termination of this Agreement) and Sections 4.2 and/or 5(a) shall not be amended or waived (including, without limitation, in connection with a termination of this Agreement) in a manner that adversely affects the rights of Warburg Pincus Private Equity XI, L.P. under such Sections 4.2 and/or 5(a) as applicable. (vii) Without the written consent of Fall Line; (v) Warburg Pincus Private Equity XI, L.P. and/or Sageview Capital Master, L.P., Section 1.2(i)(b) and this Section 7.8(v) 1.7 shall not be amended or waived (including, without limitation, in connection with a termination of this Agreement) in a manner that adversely affects the written consent rights of S2G; (vi) Warburg Pincus Private Equity XI, L.P. and/or Sageview Capital Master, L.P., as applicable, under such Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. 1.7. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto; provided that in no event shall failure to provide notice as required by this Section 6.8 affect the validity or effectiveness of such amendment, termination or waiver. For the avoidance of doubt, any failure to provide notice as required by any prior version of this Agreement (as in effect at the time such notice was required) prior to the date hereof shall not affect the validity or effectiveness of any amendment, modification, termination or waiver prior to the date hereof. Any amendment, termination or waiver effected in accordance with this Section 7.8 6.8 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, termination or waiver, and in no event shall failure to provide notice as required by this Section 6.8 affect the validity or effectiveness of such amendment, termination or waiver. For purposes of this Section 6.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Shareholders circulated by the Company and executed by the Shareholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; and (b) the holders of Stockholders holding a majority of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock Shares then held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesStockholders. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Stockholder without the written consent of such Investor Stockholder unless such amendment, modification termination or waiver applies to all InvestorsStockholders, as the case may be, in the same fashion; (ii) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the other parties hereto; (iiib) any provision hereof may be waived by the waiving party on such party’s ’ s own behalf, without the consent of any other party;; and (ivc) Section 1.2(i)(a), and Subsection 1.2 of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. Axxxxx Xxxxx. The Company shall give prompt written notice of any amendment, termination termination, or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination termination, or waiver effected in accordance with this Section 7.8 Subsection 5.8 shall be binding on each party and all of such party’s ’ s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver. For purposes of this Subsection 5.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated modified and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the holders of at least a majority of the shares of Common Stock issued or issuable or issued upon conversion of the then outstanding shares of the Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (ii) the consent of the Key Holders holding at least a majority of the Shares then held by the Key Holders who are providing services to the Company as a consultant, employee, director or officer shall be required for any amendment or waiver if such amendment or waiver seeks to eliminate any rights of the Key Holders hereunder, unless such amendment or waiver does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; (iii) Schedules A and B hereto may be amended by the Company from time to time to add update information regarding additional with respect to the Investors without the consent of the other parties heretoand Key Holders, as applicable; (iiiiv) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (ivv) Section 1.2(i)(a), and 2.2(a)(i) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line; (vthe Founding Investor for so long as the Founding Investor holds any shares of Preferred Stock; Section 2.2(a)(ii) Section 1.2(i)(b) and of this Section 7.8(v) Agreement shall not be amended or waived without the written consent of S2G; (vithe Beacon Bioventures for so long as Beacon Bioventures holds any shares of Preferred Stock; Section 2.2(a)(iii) Section 1.2(i)(c) and of this Section 7.8(vi) Agreement shall not be amended or waived without the written consent of each Nextech for so long as Nextech holds any shares of Fall Line Preferred Stock. (vi) for so long as any Wellington Investor holds any shares of Preferred Stock (or Common Stock issued upon conversion of such Preferred Stock), the definition of “Affiliate” as it relates to a Wellington Investor may not be amended, terminated or waived without the prior written consent of at least one Wellington Investor, and S2G. for so long as any Wellington Investor holds any shares of Preferred Stock (or Common Stock issued upon conversion of such Preferred Stock), the definitions of “Wellington” and “Wellington Investors” may not be amended, terminated or waived without the prior written consent of the Wellington Investors holding a majority of the Preferred Stock (or Common Stock issued upon conversion of such Preferred Stock) outstanding and held by the Wellington Investors. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 8.10 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the Key Holders holding a majority of the Shares then held by the Key Holders who are then serving the Company as employees, advisors or consultants; and (c) the holders of a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Series Seed Preferred Stock held by the Investors (voting as a single class and on an as-converted basis). Notwithstanding the foregoing: (a) the provisions of Section 1.2(a)(i) may be amended and the observance of any term thereof may be waived (ceither generally or in a particular instance and either retroactively or prospectively) for so long as only with the written consent of Startitlabs. (b) the provisions of Section 1.2(a)(ii) may be amended and the observance of any term thereof may be waived (either generally or in a majority particular instance and either retroactively or prospectively) only with the written consent of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under shares of Common Stock held by the Initial Closing Notes. Notwithstanding the foregoing:Key Holders. (ic) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion;. (iid) Schedules the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto. (e) Schedule A and B hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors (as defined in the Purchase Agreement) without the consent of the other parties hereto;. (iiif) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. . The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 4.8 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, termination or waiver. For purposes of this Section 4.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by all of the following: (a) the Company, PUB; (b) the holders of PUB New Shareholders holding a majority of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock Shares then held by the Investors (voting as a single class and on an as-converted basis) and PUB New Shareholders provided that such consent shall not be required if the PUB New Shareholders do not then own at least fifty percent of the Shares issued to them pursuant to the Merger Agreement; (c) Xxxxxxx X. Xxxx, provided he is then living and has not been removed as a Director of both the PUB Board and the LSB Board for so long as cause; and (d) the PUB Old Shareholders holding a majority of the Notes issued under Shares then held by the NPA as PUB Old Shareholders, provided that such consent shall not be required if the PUB Old Shareholders do not then own Shares representing at least twenty-five percent of the date hereof remain outstanding (“Initial Closing Notes”), the holders capital stock of a majority of the aggregate outstanding principal under the Initial Closing NotesPUB. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor without the written consent of such Investor unless such amendment, modification termination or waiver applies to all Investors, as the case may be, in the same fashion; (ii) Schedules Schedule A and Schedule B hereto may be amended by the Company PUB from time to time to add information regarding reflect additional Investors without the consent of the other parties hereto;; and (iiib) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. The Company . PUB shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 Subsection 5.7 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, termination or waiver. For purposes of this Subsection 5.7, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Shareholders circulated by PUB and executed by the Shareholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (bi) the holders of at least a majority of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock Ordinary Shares held by BTO and Blackstone Affiliates with respect to Ordinary Shares owned by such Affiliate of Blackstone which were initially owned by BTO, (ii) the Investors (voting as a single class and on an as-converted basis) and (c) for so long as holders of at least a majority of the Notes issued under the NPA as Ordinary Shares held by Chu and Chu’s Affiliates with respect to Ordinary Shares owned by such Affiliate of the date hereof remain outstanding Chu which were initially owned by Chu and (“Initial Closing Notes”), iii) the holders of at least a majority of the aggregate outstanding principal under the Initial Closing NotesOrdinary Shares held by Fxxxx and Fxxxx’x Affiliates with respect to Ordinary Shares owned by such Affiliate of Fxxxx which were initially owned by Fxxxx. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Party without the written consent of such Investor Party unless such amendment, modification termination or waiver applies to all InvestorsParties, as the case may be, in the same fashion;; and (ii) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the other parties hereto; (iiib) any provision hereof may be waived by the waiving party Party on such partyParty’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing theretoParty. Any amendment, termination termination, or waiver effected in accordance with this Section 7.8 6.7 shall be binding on each party Party and all of such partyParty’s successors and permitted assigns, whether or not any such partyParty, successor or assignee entered into or approved such amendment, termination or waiver. For purposes of this Section 6.7, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Parties and executed by the Parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated modified and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the CompanyKey Holders holding a majority of the Shares then held by the Key Holders, and in all circumstances, each of Xxxxx Xxxxxxx and Xxxxx Xxxxxxx so long as they respectively hold Shares in excess of the Minimum Ownership Threshold, and (b) the holders of a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (ii) the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver does not apply to or affect the Key Holders; (iii) Schedules A and B hereto may be amended by the Company from time to time in accordance with Section 1.3 of the Purchase Agreement to add information regarding additional Investors (as defined in the Purchase Agreement) without the consent of the other parties hereto; (iiiiv) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;; and (ivv) Section 1.2(i)(a1.1, 1.2(a) and (d), Section 3, Section 5.1 and Section 7.8(v) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line; (v) GS Fund VI, Section 1.2(i)(b1.1, 1.2(b) and this (d), Section 3, Section 5.1 and Section 7.8(v) of this Agreement shall not be amended or waived without the written consent of S2G; (vi) Oak, and Section 1.2(i)(c1.2(c) and (d) of this Section 7.8(vi) Agreement shall not be amended or waived without the written consent of the holders of a majority of shares of Common Stock and each of Fall Line Xxxxx Xxxxxxx and S2G. Xxxxx Xxxxxxx, so long as they respectively hold Shares in excess of the Minimum Ownership Threshold. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) Protomold Investment Company, LLC (“PIC”); (c) the Key Holders (exclusive of PIC) holding a majority of the Shares then held by the Key Holders provided that such consent shall not be required if the Key Holders do not then own Shares representing at least 10% of the then-outstanding capital stock of the Company (on a fully diluted basis); and (d) the holders of a majority of the shares of Common Stock issued or issuable or issued upon conversion of the then outstanding shares of Series A Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (ii) the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; (iii) the consent of PIC shall not be required for any amendment or waiver if such amendment or waiver does not adversely affect PIC in a manner materially different than the Investors or any other Key Holder; provided that PIC shall be given prompt written notice of any such amendment or waiver to which PIC did not consent; and further provided that Section 1.2(b) of this Agreement shall not be amended or waived without the written consent of PIC; (iv) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors time, without the consent of the other parties hereto, to add information regarding additional Shareholders added in accordance with Section 5.1(a) or 5.2 (as defined in the Purchase Agreement); (iiiv) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;; and (ivvi) Section 1.2(i)(a), and 1.2(a) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. North Bridge. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 5.8 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the Key Holders holding a majority of the Shares then held by the Key Holders; and (c) the holders of a majority at least 70% of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Series A Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance xxxxx- xxxxx of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (iib) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; (iiic) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;; and (ivd) Section 1.2(i)(a), and 3 (Leyou Technologies Option to Acquire the Company) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. Leyou Technologies. The Company shall give prompt written notice of any amendment, termination termination, or waiver hereunder here- under to any party that did not consent in writing thereto. Any amendment, termination termination, or waiver effected in accordance with this Section 7.8 Subsection 6.8 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, termination or waiver. For purposes of this Subsection 6.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the Key Holders holding a majority of the Shares then held by the Key Holders who are then providing services to the Company as officers, employees or consultants; and (c) the holders of a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (iib) the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; (c) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors time, without the consent of the other parties hereto, to add information regarding additional Investors and Key Holders in accordance with Subsections 7.1 and 7.2 hereof; (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (ive) Section 1.2(i)(a), and neither Subsection 1.2(a) of this Section 7.8(ivAgreement nor this Subsection 7.8(e) shall not be amended or waived without the written consent of Fall LineFlagship so long as it is entitled to designate a director under Subsection 1.2(a); (vf) Section 1.2(i)(bneither Subsection 1.2(b) and of this Section 7.8(vAgreement nor this Subsection 7.8(f) shall not be amended or waived without the written consent of S2G;VentureLabs so long as it is entitled to designate a director under Subsection 1.2(b); and (vig) Section 1.2(i)(cneither Subsection 1.2(c) and of this Section 7.8(viAgreement nor this Subsection 7.8(g) shall not be amended or waived without the written consent of each of Fall Line and S2G. Nestlé so long as it is entitled to designate a director under Subsection 1.2(c). The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section Subsection 7.8 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, termination or waiver; provided, however, that no amendment to this Agreement shall be binding on Nestlé or any of its Affiliates if such amendment (1) is not entered into or approved in writing by Nestlé or such Affiliate (provided that, for the avoidance of doubt, any such entry into or approval in writing that occurs through the exercise of any right or the enforcement of any obligation arising under Section 4 of that certain Stock Purchase Agreement dated as of December 19, 2014, by and between Flagship VentureLabs IV LLC and Nestlé shall not be deemed for any purpose to constitute an entry into or an approval in writing by Nestlé or such Affiliate for this purpose) and (2)(i) imposes an obligation on Nestlé or such Affiliate that is unrelated to (x) the subject matter of this Agreement or the Purchase Agreement, or the transactions contemplated hereby or thereby, (y) Nestlé’s investment in the Company or (z) Nestlé’s ownership of securities of the Company or (ii) imposes any restriction on the conduct by Nestlé or any of its Affiliates of its business. For purposes of this Subsection 7.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the holders of Key Holders holding a majority of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock Shares then held by the Investors (voting as a single class and on an as-converted basis) Key Holders; and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesInvestor. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Key Holder without the written consent of such Investor Key Holder unless such amendment, modification termination or waiver applies to all Investors, as the case may be, Key Holders in the same fashion; (ii) Schedules the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto ; (iii) Schedule A and B hereto may be amended by the Company from time to time in accordance with Sections 5.1 or 5.2 hereto to add information regarding additional Investors parties hereto without the consent of the other parties hereto;; and (iiiiv) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. . The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 5.8 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the holders of a majority of the shares of Common Stock held by the Common Holders; and (c) the holders of a majority of the shares of the Common Stock issued or issuable or issued upon conversion of the shares of Series B Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Common Holder without the written consent of such Investor or Common Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Common Holders, as the case may be, in the same fashion; (ii) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the Common Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Common Holders hereunder or (B) does not adversely affect the rights of the Common Holders in a manner that is different than the effect on the rights of the other parties hereto; (iii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;; and (iv) Section 1.2(i)(a), and 1.2(a) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line; (vthe holders of a majority of shares of Common Stock and Section 1.2(b) Section 1.2(i)(b) and of this Section 7.8(v) Agreement shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended a majority of the shares of the Common Stock issued or waived without issuable upon conversion of the written consent shares of each of Fall Line and S2G. Series B Preferred Stock held by the Investors. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 6.7 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the Key Holders holding a majority of the Shares then held by the Key Holders then providing services to the Company as officers, employees or non-director consultants; and (c) the holders of a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Series A Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (iib) the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; (c) Schedules A and B hereto may be amended by the Company from time to time in accordance with Subsection 1.3 of the Purchase Agreement to add information regarding additional Investors Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto; (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;; and (ive) Section 1.2(i)(a), and Subsection 1.2(a) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line; (vAltos Hybrid 2, L.P. or its affiliated investment funds, and Subsection 1.2(b) Section 1.2(i)(b) and of this Section 7.8(v) Agreement shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. Xxxxx Xxx. The Company shall give prompt written notice of any amendment, termination termination, or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination termination, or waiver effected in accordance with this Section Subsection 7.8 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, termination or waiver. For purposes of this Subsection 7.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by the Company upon (ai) approval by the Company, (b) the holders of CS Shareholders holding a majority of the shares of Common Stock issuable Shares then held by all CS Shareholders or issued upon conversion (ii) the 30th day after (the “Notice Date”) sending written notice of the shares proposed amendment, termination or waiver to each CS Shareholder in accordance with Section 5.7; provided that in the case of Preferred Stock held by clause (ii) above, such amendment, termination or waiver shall not take effect if the Investors (voting as a single class and on an as-converted basis) and (c) for so long as CS Shareholders holding a majority of the Notes issued under Shares then held by all CS Shareholders have delivered notice in writing to the NPA as Company by the Notice Date of the date hereof remain outstanding (“Initial Closing Notes”)their objection to such amendment, the holders of a majority of the aggregate outstanding principal under the Initial Closing Notestermination or waiver. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor without the written consent of such Investor unless such amendment, modification termination or waiver applies to all Investors, as the case may be, in the same fashion; (ii) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the other parties hereto; (iii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. . The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 shall be binding on each party and all of such party’s successors and permitted assignsassigns or assignees, whether or not any such party, successor successor, assign or assignee entered into or approved such amendment, termination or waiver. For purposes of this Section, the requirement of a written instrument may be satisfied in the form of an action by written consent of the CS Shareholders circulated by the Company and executed by the CS Shareholders specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. 24 This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the holders Key Holders holding [specify percentage] of a majority the Shares then held by the Key Holders [provided that such consent shall not be required if the Key Holders do not then own Shares representing at least [__]% of the outstanding capital stock of the Company] [who are then providing services to the Company as officers, employees or consultants]; and (c) the hold­ers of [specify percentage] of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Series A [and B] Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified amended or terminated and the observance obser­vance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInves­tors or Key Holders, as the case may be, in the same fashion; (ii) the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto ; (iii) Schedules A and B hereto may be amended by the Company from time to time in accordance with Section 1.3 of the Purchase Agreement to add information informa­tion regarding additional Investors (as defined in the Purchase Agreement) without the consent of the other parties hereto; (iiiiv) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;[; and (ivv) Section 1.2(i)(a), and 1.2(a) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line; (v[Investor 1] and [Investor 2] and Section 1.2(c) Section 1.2(i)(b) and of this Section 7.8(v) Agreement shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended [the Key Holders][the Key Holders who are at such time providing services to the Company as an officer, director, employee or waived without the written consent consultant][the holders of each [specify percentage] of Fall Line and S2G. shares of Common Stock]. The Company shall give prompt written notice of any amendment, termination or waiver hereunder here­under to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 6.8 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the Key Holders holding a majority of the Shares then held by the Key Holders who are then providing services to the Company as officers, employees or consultants; and (c) the holders of a majority of the shares shares, held by the Rights Holders, of then-outstanding Series Seed Preferred Stock or Common Stock issuable or issued upon conversion of the shares of Series Seed Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) (and, for the avoidance of doubt, excluding then-outstanding Series A Preferred Stock, Series A-2 Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”Series A-2 Preferred Stock), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Rights Holder or Key Holder without the written consent of such Investor Rights Holder or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsRights Holders or Key Holders, as the case may be, in the same fashion; (iib) Schedules the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; (c) Schedule A and B hereto may be amended by the Company from time to time as contemplated by Section 1(d) of the Purchase Agreement to add information regarding additional Investors purchasers of Series A-2 Preferred Stock after the date hereof without the consent of the other parties hereto; (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (ive) Section 1.2(i)(a), and Subsection 1.2(a) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Linethe holders of a majority of the shares of Series Seed Preferred Stock (voting as a single class on an as-converted basis) (and, for the avoidance of doubt, excluding then-outstanding Series A Preferred Stock and Series A-2 Preferred Stock); (vf) Section 1.2(i)(bSubsection 1.2(b) and of this Section 7.8(v) Agreement shall not be amended or waived without the written consent of S2G;the holders of record of a majority of the shares of Common Stock not issued or issuable (directly or indirectly) upon conversion of the Preferred Stock, voting exclusively and as a separate class); and (vig) Section 1.2(i)(cSubsection 1.2(c) and of this Section 7.8(vi) Agreement shall not be amended or waived without the written consent of each both (i) the holders of Fall Line record of a majority of the shares of Common Stock not issued or issuable (directly or indirectly) upon conversion of the Preferred Stock, voting exclusively and S2G. as a separate class, on the one hand, and (ii) the holders of a majority of the shares of Series Seed Preferred Stock (voting as a single class on an as-converted basis) (and, for the avoidance of doubt, excluding then-outstanding Series A Preferred Stock and Series A-2 Preferred Stock), on the other hand. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 Subsection 6.8 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, termination or waiver. For purposes of this Subsection 6.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by by: (a) the Company, ; (b) the Key Common Holders holding a majority of the Shares then held collectively by the Key Common Holders; and (c) the holders of at least a majority of the shares of Common Stock issued or issuable or issued upon conversion of the shares of Preferred Class A Common Stock and Class B Common Stock held collectively by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Key Common Holder without the written consent of such Investor Key Common Holder unless such amendment, modification termination or waiver applies to all Investors, as the case may be, Key Common Holders in the same fashion; (iib) Schedules the consent of the Key Common Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Common Holders hereunder or (B) does not adversely affect the rights of the Key Common Holders in a manner that is different than the effect on the rights of the other parties hereto; (c) Schedule A and Schedule B hereto may be amended by the Company from time to time in accordance with Subsection 6.1 to add information regarding additional Investors parties without the consent of the other parties hereto; (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;; and (ive) Section 1.2(i)(a), Subsections 1.2(a) and 1.4 of this Section 7.8(iv) Agreement as it relates to the PTTCH Designees shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(bPTTCH; Subsections 1.2(b) and 1.4 of this Section 7.8(v) Agreement as it relates to the Xxxxxxx Designee shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(cXxxxxxx LDK, LLC; Subsections 1.2(c) and 1.4 of this Section 7.8(vi) Agreement as it relates to the Plainfield Designee shall not be amended or waived without the written consent of each Plainfield Direct LLC; and Subsections 1.2(d) and 1.4 of Fall Line and S2G. this Agreement as it relates to the Green Chem Designee shall not be amended or waived without the written consent of Green Chem Second Edition, LLC. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 Subsection 6.8 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, termination or waiver. For purposes of this Subsection 6.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement Section 4 may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the holders of Drag-Along Stockholders holding at least a majority of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock Shares then held by the Investors (voting as a single class and on an asDrag-converted basis) and Along Stockholders then subject to this Section 4; (c) for so long as a majority of the Notes issued under Required Senior Preferred Holders; (d) the NPA as of Required Series E Holders; and (e) the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesRequired Series F Holders. Notwithstanding the foregoing: (i) no term or provision of this Agreement Section 4 applicable to the Drag-Along Stockholders may be amended or terminated or the observance thereof waived with respect to or on behalf of the Drag-Along Stockholders in a manner that effects the various constituencies thereof (i.e., the Preferred Stockholders, the Key Officers or the One Percent Common Stockholders) differently from one another without the written consent of the Preferred Stockholders (by Preferred Stockholders holding at least a majority of the Shares held by the Preferred Stockholders), the Key Officers (by Key Officers holding at least a majority of the Shares held by the Key Officers) or the One Percent Common Stockholders (by One Percent Common Stockholders holding at least a majority of the Shares held by the One Percent Common Stockholders), as the case may be; (ii) the consent of the Drag-Along Stockholders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Drag-Along Stockholders hereunder or (B) does not adversely affect the rights of the Drag-Along Stockholders in a manner that is different from the effect on the rights of the other parties hereunder; and (iii) Section 4.2(d) may not be amended, modified amended or terminated and the observance of any term of this Agreement that provision may not be waived with respect to any Investor without the written consent of such Investor unless such amendment(A) the Required Series E Holders as it relates to the rights of the Series E Holders, modification termination or waiver applies (B) the Required Series F Holders as it relates to all Investors, the rights of the Series F Holders and/or (C) the Required Series G Holders as it relates to the case may be, in rights of the same fashion;Series G Holders. (iiiv) Schedules A and B hereto Section 4.2(c)(i) may not be amended by or terminated and the Company from time to time to add information regarding additional Investors observance of that provision may not be waived without the consent of the other parties hereto; (iii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 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, termination or waiverMajority Series G Holders.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; and (b) the holders of a majority more than the Appropriate Percentage of the shares of Common Stock then issuable or issued upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesStock. Notwithstanding the foregoing: (i) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Stockholder without the written consent of such Investor Stockholder unless such amendment, modification termination or waiver applies to all Investors, as the case may be, Stockholders in the same fashion; (ii) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors (as defined in the Series B Purchase Agreement) without the consent of the other parties hereto; (iii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;; and (iv) Section 1.2(i)(a)1.2(a) of this Agreement shall not be amended or waived without the written consent of Xxxxxx Investment Management, and LLC, Section 1.2(b) of this Agreement shall not be amended or waived without the written consent of Novartis Bioventures Ltd., Section 7.8(iv1.2(c) shall not be amended or waived without the written consent of Fall Line; (v) Kearny Venture Partners, Section 1.2(i)(b) and this Section 7.8(v1.2(d) shall not be amended or waived without the written consent of S2G; the new Investor (viif any) having the right to designate any New Investor Director thereunder, Section 1.2(i)(c) and this Section 7.8(vi1.2(e) shall not be amended or waived without the written consent of each the holders of Fall Line a majority of the outstanding shares of Common Stock (including, on an as-converted to Common Stock basis, all shares of Preferred Stock convertible into Common Stock) and S2G. Section 1.6 shall not be amended or waived without the written consent of Xxxxxx Investment Management, LLC and Novartis Bioventures Ltd. Notwithstanding the foregoing, if any amendment, modification, termination or waiver of this section or any other section or subsection of this Agreement would deprive Xxxxxx Investment Management, LLC, Novartis Bioventures Ltd., Kearny Venture Partners or any applicable new Investor (in the case of Section 1.2(d)) of its director designation rights (or of Xxxxx Xxxx’x right to be named to the Board) under Section 1.2, then the written consent of such party or such person (in the case of Xx. Xxxx) shall be required. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 6.8 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, termination or waiver.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) STVC; and the holders of a majority of the shares of Common each of Class B Stock issuable or issued upon conversion of the shares of Preferred and Series E Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesStockholders. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Stockholder without the written consent of such Investor Stockholder unless such amendment, modification termination or waiver applies to all Investors, as the case may be, Stockholders in the same fashion; (iib) Schedules SCHEDULE A and B hereto may be amended by the Company from time to time to add information regarding additional Investors Stockholders without the consent of the other parties hereto;; and (iiic) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. . The Company shall give prompt written notice of any amendment, termination termination, or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination termination, or waiver effected in accordance with this Section 7.8 4.8 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, termination or waiver. For purposes of this Section 4.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, the Stockholders, and Ainos KY; when Ainos KY holds less than ten percent (b10%) beneficial ownership in the holders of a majority Shares of the shares of Common Stock issuable Company; or issued upon conversion of when Ainos KY holds less than ten percent (10%) voting interest in the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesCompany. Notwithstanding the foregoing: (i) foregoing this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor Stockholder without the written consent of such Investor Stockholder unless such amendment, modification termination or waiver applies to all InvestorsStockholders, in their capacities as Stockholders, as the case may be, in the same fashion; (ii) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the other parties hereto; (iii) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (iv) Section 1.2(i)(a), and this Section 7.8(iv) shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. fashion The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 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, termination or waiver. For purposes of this Section, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; (b) the holders of Key Holders holding a majority of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock Shares then held by the Investors (voting Key Holders who are then providing services to the Company as a single class and on an as-converted basis) officers, employees or consultants; and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesRequisite Holders. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashion; (iib) the definition of Major Investor shall not be amended or modified without the consent of all of the Major Investors that are then Significant Investors; (c) the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto; (d) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors in accordance with Subsections 6.1 and 6.2 without the consent of the other parties hereto; (iiie) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (ivf) Section 1.2(i)(aSubsections 1.2(a)(i) and 1.2(b)(i), Subsections 1.2(a)(ii) and 1.2(b)(ii) and Subsections 1.2(a)(iii) and 1.2(b)(iii) of this Section 7.8(iv) Agreement shall not be amended or waived without the written consent of Fall Line; (vLongwood, Bessemer, and General Catalyst, respectively, and Subsection 1.2(a)(iv) Section 1.2(i)(b) and of this Section 7.8(v) Agreement shall not be amended or waived without the written consent of S2G;the holders of a majority of then outstanding shares of Common Stock; and (vig) Section 1.2(i)(c) no Stockholder that ceases to be subject to this Agreement shall have any right to consent to any amendment, waiver or termination of this Agreement and this Section 7.8(vi) no Shares held by any such Stockholder shall not be amended included in any calculation of, or waived without the written consent of each of Fall Line and S2G. determinations based upon, share ownership hereunder. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 Subsection 6.8 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, termination or waiver. For purposes of this Subsection 6.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, ; and (b) the holders of a majority of the shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing NotesSupermajority Holders. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance xxxxx- xxxxx of any term of this Agreement may not be waived with respect to any Investor a particular Shareholder without the written consent of such Investor Shareholder unless such amendment, modification termination or waiver applies to all InvestorsShareholders holding the same class or series, as the case may be, of Shares in the same fashion; (iib) Schedules the consent of a particular Shareholder shall not be required for any amendment or waiver if such amendment or waiver either (1) is not directly applicable to the unique rights of such Shareholder set forth in the Agreement or (2) does not adversely affect the rights of such Shareholder in a manner that is different than the effect on the rights of the other Shareholders holding the same class or series, as the case may be, of Shares; (c) Schedule A and B hereto may be amended by the Company from time to time to add information regarding additional Investors Shareholders or to reflect transfers or repurchases of Shares or changes to the names or addresses of the parties without the consent of the other parties hereto; (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;; and (ive) the applicable subsection of Section 1.2(i)(a), and this Section 7.8(iv) 1.2 shall not be amended or waived without the written consent of Fall Line; (v) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. applicable Shareholder. The Company shall give prompt written notice of any amendment, termination or waiver hereunder here- under to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Section 7.8 6.11 shall be binding on each party and and, as applicable, all of such party’s heirs, attorneys, guardians, estate trustees, executors, trustees, successors (including any successor by reason of amalgamation of any party) and permitted assigns, whether or not any such party, heir, attorney, guardian, estate trustee, executor, trustee, successor or assignee assign entered into or approved such amendment, termination or waiver. For purposes of this Section 6.11, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Shareholders circulated by the Company and executed by the Shareholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by each of the following: (a) the Company, ; (b) the Key Holders holding at least a majority of the Shares then held by the Key Holders who are then providing services to the Company as officers, employees or consultants; and (c) the holders of a majority of the shares of Common Stock issued or issuable or issued upon conversion of (i) the then outstanding shares of Series A Preferred Stock and (ii) the then outstanding shares of Series A-2 Preferred Stock, in each case held by the Investors (voting as a single class and on an as-converted basis) and (c) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Notwithstanding the foregoing: (ia) this Agreement may not be amended, modified amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification termination or waiver applies to all InvestorsInvestors or Key Holders, as the case may be, in the same fashionfashion without creating a disparate impact on any Investor; (iib) the consent of the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different from the effect on the rights of the other parties hereto; (c) Schedules A and B hereto may be amended by the Company from time to time to add information regarding additional Investors Stockholders without the consent of the other parties hereto; (iiid) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; (ive) Section 1.2(i)(aNeither Subsection 1.2(a) nor this Subsection 6.8(e) shall be amended or waived without the written consent of [***] for so long as [***] and its Affiliates collectively continue to beneficially own at least 655,622 shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like); (f) Neither Subsection 1.2(b) nor this Subsection 6.8(f) shall be amended or waived without the written consent of the holders of a majority of the shares of Series A Preferred Stock not held by [***] for so long as [***] and its Affiliates collectively continue to beneficially own at least 252,883 shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like); (g) Neither Subsection 1.2(c) nor this Section 7.8(ivSubsection 6.8(e) shall be amended or waived without the written consent of IBio for so long as IBio and its Affiliates collectively continue to beneficially own at least any share of Common Stock issued or issuable upon conversion of the Series A-2 Preferred Stock (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like); (h) Subsections 1.2(d) and 1.2(e) shall not be amended or waived without the written consent of Fall Line;Key Holders holding a majority of the shares of capital stock held by the Key Holders who are at such time providing services to the Company as an officer, employee or consultant. (vi) Section 1.2(i)(b) and this Section 7.8(v) shall not be amended or waived without the written consent of S2G; (vi) Section 1.2(i)(c) and this Section 7.8(vi) shall not be amended or waived without the written consent of each of Fall Line and S2G. The Company shall give prompt written notice of any amendment, termination termination, or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination termination, or waiver effected in accordance with this Section 7.8 Subsection 6.8 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, termination or waiver. For purposes of this Subsection 6.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.