Common use of Entire Agreement; Amendments and Waivers Clause in Contracts

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis). The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor). Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securities, each future holder of all such securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least Investors holding a majority of the voting power Registrable Securities; provided, however, that (as determined i) in accordance with Section IV(B)(5)(a) the event that such amendment or waiver adversely affects the obligations or rights of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted Common Holders with respect to common basis). The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or 2.2 in a particular instance and either retroactively different manner than the other Holders, such amendment or prospectively) only with waiver shall also require the written consent of the Company and the holders of at least Common Holders holding a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) shares of the Restated Certificate) of Preferred Common Stock outstanding that is then held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoingCommon Holders, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment or waiver of Section 2.6 to remove Xxx Xxxxxxxxx as an Observing Party while the definition of Major Investor which would result conditions for his service as an Observing Party set forth in any Major Investor losing its status as a Major Investor Section 2.6 are satisfied shall require the written consent of such adversely impacted Major Investor)either Xxx Xxxxxxxxx or holders of a majority of the Common Stock held by holders of Common Stock other than Xxx Xxxxxxxxx and his affiliates, and (iii) any amendment or waiver of Section 2.6 to remove Xxxxx XxXxx as an Observing Party shall require the written consent of either Granite Ventures or holders of a majority of the Preferred Stock held by holders of Preferred Stock other than Granite Ventures. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securities, Registrable Securities and the Company. Notwithstanding this anything to the contrary, any amendment or waiver of any term that is reasonably expected to materially and adversely affect any Investor or group of Investors in a manner different from other Investors or groups of Investors shall not be effective without the written consent of such Investor or group of Investors (it being agreed that a waiver of the provisions of Section 3.7, no consent 2.4 with respect to a particular transaction shall be necessary deemed to add holders not affect any Investor or group of Investor materially and adversely and in a manner different from other Investors or groups of Investors if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly, purchase securities in such transaction).

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) ), only with the written consent of the Company and the holders of at least a majority more than two-thirds of the voting power Registrable Securities then outstanding; provided, however, that (as determined a) in accordance with Section IV(B)(5)(a) the event that such amendment or waiver adversely affects the obligations and/or rights of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis). The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or Common Holders in a particular instance and either retroactively different manner than the other Holders, such amendment or prospectively) only with waiver shall also require the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) Common Stock of the Restated Certificate) of Preferred Stock outstanding that is Company held by all the Common Holders, (b) in the event that such amendment or waiver adversely affects the obligations and/or rights of an Investor in a manner materially different than the Major Investors other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (voting together as a single class and on an as-converted to common basis). The c) the provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement 2.5 may not be amended or terminated and the observance waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any term hereof may not be waived with respect rights to any Major Investor designate directors thereunder without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)affected party. Any amendment or waiver effected in accordance with this paragraph (including any waiver of the Right of First Offer by the requisite percentage set forth in this Section 3.7) shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, each Common Holder, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereofsubject matter hereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended only with the written consent of: (a) if each Major Stockholder beneficially owns Securities constituting more than 33% of the Original Ownership of such Major Stockholder, each Major Stockholder, the Company and, if such amendment would materially and adversely affect the rights or materially increase the obligations of any other Stockholder set forth in this Agreement in a manner materially different from the effect on the rights and obligations of the Major Stockholders, such other Stockholder; (b) if each of only two (2) Major Stockholders beneficially owns Securities constituting more than 33% of the Original Ownership of such Major Stockholder, such Major Stockholders, the Company and, if such amendment would adversely affect the rights or increase the obligations of any other Stockholder set forth in this Agreement in a manner materially different from the effect on the rights and obligations of the Major Stockholders, such other Stockholder; (c) if only one (1) Major Stockholder beneficially owns Securities constituting more than 33% of the Original Ownership of such Major Stockholder, such Major Stockholder, the Company and, if such amendment would adversely affect the rights or increase the obligations of any other Stockholder set forth in this Agreement in a manner materially different from the effect on the rights and obligations of the Major Stockholders, such other Stockholder; and (d) otherwise, the Company and the holders of a majority of the Securities held by all Stockholders party to this Agreement; provided, however, that the definition of “Fair Market Value,” the definition of “Independent,” Section 2.3(c), Section 5.5, Section 5.6, Section 5.7 and this proviso to this Section 6.12 may not be amended, nor any waiver of compliance therewith may occur, without the approval of a majority of the Independent directors of the Company; provided, further, that (x) Section 2.6(a) and Part I of Schedule 2 may not be amended, nor any waiver of compliance therewith may occur, without the written consent of the Company and each Major Stockholder that beneficially owns Securities constituting at least 33% of the Original Ownership of such Major Stockholder, (y) Section 2.6(b) and Part II of Schedule 2 may not be amended, nor any waiver of compliance therewith may occur, without the written consent of the Company and the Major Stockholders required to approve at such time a Significant Action pursuant to Section 2.6(b) and (z) notwithstanding anything to the contrary contained herein, this Agreement may be amended to terminate the application of the provisions of this Agreement to any Stockholder with the written consent of each Major Stockholder that at such time beneficially owns not less than 33% of the Original Ownership of such Major Stockholder and the affected Stockholder. Any amendment or waiver effected in accordance with this Section 6.12 shall be binding upon each Stockholder. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the party against whom enforcement of any such waiver is sought. No amendment to or waiver under this Agreement that increases the obligations of the Company, reduces or waives any rights of the Company or modifies or changes the limitations and obligations that are subject to the holders fiduciary duties of at least the Board of Directors shall be effective unless the same shall have been duly authorized by the consent of a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis). The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor). Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securities, each future holder of all such securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders Independent directors of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits schedules hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) ), only with the written consent of the Company and the holders Holders of at least a majority 60% of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis)Registrable Securities. The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, (i) this Agreement may not be amended, and no provision hereof may be waived, in each case, in any way which would adversely affect the rights of any Holder hereunder in a manner disproportionate to any adverse effect such amendment or waiver would have on the rights of all other Holders hereunder, without also the written consent of such Holder, and (ii) Sections 2.5, 2.6 and 2.7 shall not be amended or terminated terminated, and the observance of any term hereof thereof may not be waived with respect to any Major Investor waived, without the written consent of such Major Investoreach of the majority of the Preferred C Investors, unless the majority of the Preferred D Investors and the majority of the Preferred E Investors. The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver applies waiver. No waivers of or exceptions to all Major Investors any term, condition, or provision of this Agreement, in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction any one or more instances, shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status be or construed as a Major Investor shall require the consent further or continuing waiver of any such adversely impacted Major Investor)term, condition, or provision. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesthe Investors, each the Founder, their future holder of all such securities, transferees and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereofthereof and supersedes all other agreements of the parties hereto relating to the subject matter hereof and thereof (including, without limitation, the Prior Agreement). Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended amended, modified or terminated, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of outstanding Series D Preferred Stock outstanding (voting together as a single class which majority must include [***]. Notwithstanding the foregoing, [***]. Any amendment, modification, termination or waiver so effected shall be binding upon all the Parties hereto and on an as-converted to common basis)all Parties’ respective successors and permitted assigns, whether or not any such Party, successor or assign entered into or approved such amendment, modification, termination or waiver. The provisions of Section 2.1Notwithstanding the foregoing, Section 2.2, Section 2.3 and Section 2.4 any provision hereof may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with by the waiving Party on such Party’s behalf, without the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis)any other Party. The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, (i) this Agreement may not be amended amended, modified or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its termsfashion, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor). Any no amendment or modification to, or waiver effected in accordance with or termination of, this paragraph Agreement, (by merger, consolidation or otherwise) shall be binding upon each holder of effective as to any securitiesInvestor without that Investor’s written consent if such amendment, each future holder of all modification, waiver or termination would impose or would reasonably be expected to impose, any non-competition or non-solicitation covenant on such securitiesInvestor or would otherwise restrict, and the Company. Notwithstanding this Section 3.7or would reasonably be expected to otherwise restrict, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordinglysuch Investor from conducting any business or commercial activity [***].

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Without limiting the foregoing, this Agreement amends and restates the Prior Agreement in its entirety and all of the terms of the Prior Agreement as superseded by the terms of this Agreement. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) ), only with the written consent of the Company and the holders of at least Investors holding a majority in interest of the voting power (as determined then outstanding Registrable Securities; provided, however, that in accordance with Section IV(B)(5)(a) the event that such amendment or waiver adversely affects the obligations and/or rights of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis). The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or Common Holders in a particular instance and either retroactively different manner than the other Holders, such amendment or prospectively) only with waiver shall also require the written consent of the Company and the holders of at least Common Holders holding a majority of the voting power (as determined Registrable Securities held by the Common Holders; provided, however, that in accordance with Section IV(B)(5)(a) the event that such amendment or waiver adversely affects the obligations and/or rights of the Restated Certificate) of Preferred Stock outstanding that is held by all Major Investors, such amendment or waiver shall also require the written consent of the Major Investors holding a majority of the Preferred Stock (voting together or Common Stock issued upon conversion of the Preferred Stock) held by the Major Investors; provided further, that any waiver or amendment that has the effect of (i) imposing a new obligation on an Investor or Major Investor, (ii) increasing any existing obligation of an Investor, or (iii) diminishing or waiving any right, privilege or restriction provided for the benefit of an Investor or Major Investor (including, without limitation, a change to the number or percentage of securities that must be held to secure such rights) (other than as a single class and on an as-converted result of any stock dividend, combination, split, reclassification or the like), in each case, without a corresponding modification to common basis). The provisions of Section 3.10 the obligations, rights, privileges or restrictions held by each other Investor or Major Investor, as the case may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with be, shall require the prior written consent of Novo A/S. Notwithstanding each such differently affected Investor or Major Investor, as the foregoingcase may be; provided further, this Agreement may not be amended that any waiver or terminated and amendment that affects any Investor’s observer rights as provided in Section 2.5 or information rights as provided in Section 2.1 shall require the observance of any term hereof may not be waived with respect to any Major Investor without the prior written consent of such Major Investors; and provided further, that any Common Holder or Investor may waive any of such Common Holder’s or Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require ’s own rights hereunder without obtaining the consent of such adversely impacted Major Investor)any other Common Holders or Investors, as applicable. Any amendment or waiver effected in accordance with this paragraph Section 3.7 shall be binding upon each holder Holder of any securitiesRegistrable Securities, each future holder Holder of all such securities, any Registrable Securities and the Company. Notwithstanding anything in this Section 3.7Agreement to the contrary, no consent shall be necessary the Company may amend this Agreement solely to add holders a party who after the date of this Agreement acquires shares of the Company’s Series H Preferred Stock as signatories pursuant to the terms of the Series H Agreement. Any such additional party, by executing a counterpart signature page to this Agreement Agreement, shall become an Investor for all purposes and to update Schedule A accordinglyshall be bound by all of the applicable provisions under this Agreement.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits and Schedules hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects subject matter hereof and thereofthereof and supersedes all prior understandings and agreements with respect to such subject matter, including, without limitation, the Prior Agreement. Any Subject to the limitations set forth in this Section 3.8, any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of Investors holding at least a majority sixty-seven percent (67%) of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis). The provisions of Section 2.1all Registrable Securities then held by Investors; provided, Section 2.2however, Section 2.3 and Section 2.4 that this Agreement may not be 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, termination or waiver applies to all Investors in the same fashion. Notwithstanding the foregoing, (a) Section 2.4 of this Agreement may only be amended or terminated and the observance of Section 2.4 of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least RFR Offerees holding a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) all outstanding shares of Preferred Stock outstanding that is capital stock then held by all RFR Offerees; provided, however, that Section 2.4 of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof Section 2.4 of this Agreement may not be waived with respect to any Major Investor RFR Offeree without the written consent of such Major Investor, RFR Offeree unless such amendment, termination, termination or waiver applies to all Major Investors RFR Offerees in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors RFR Offerees in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors RFR Offerees may nonetheless, by agreement with the Company, purchase securities in such transaction transaction) and (iib) any amendment Section 2.5(a) of this Agreement may only be amended or terminated and the observance of Section 2.5(a) of this Agreement may only be waived with the written consent of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor). Company and Foresite Capital Fund I, L.P. Any amendment amendment, termination or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, each Founder and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including Agreement, the Exhibits hereto, if any) constitutes Notes and the other documents expressly delivered pursuant hereto constitute the full and entire understanding and agreement among between the parties with regard to the subjects hereof and thereof. Any The Company’s agreements with each of the Lenders are separate agreements, and the sales of the Notes to each of the Lenders are separate sales. Nonetheless, any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) any term of the Notes may be amended amended, and the observance of any term of this Agreement and any term of the Notes may be waived (either generally or in a particular instance and either retroactively or prospectively) only ), with the written consent of the Company and the holders Supermajority Noteholders; provided, however, that any amendment or waiver that adversely affects the rights of at least a majority any Lender under this Agreement differently than such amendment or waiver affects the rights of any other Lender under this Agreement (any such Lender, an “Adversely Affected Lender”) shall also require the voting power (as determined in accordance with Section IV(B)(5)(a) approval of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class each Adversely Affected Lender; and on an as-converted to common basis). The provisions of Section 2.1provided further, Section 2.2, Section 2.3 and Section 2.4 that this Agreement may not be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with prior to the date that is ten days after the date of this Agreement without the prior written consent of the Company and the holders of Lenders with an aggregate Total Commitment Amount equal to at least a majority 66.67% of the voting power (as determined in accordance with Section IV(B)(5)(a) aggregate Total Commitment Amounts of the Restated Certificate) of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)Lenders. Any waiver or amendment or waiver effected in accordance with this paragraph Section shall be binding upon (i) each party to this Agreement, (ii) each holder of any securities, Note purchased under this Agreement at the time outstanding and (iii) each future holder of all such securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordinglyNotes.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any This Agreement and any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 2.4, and 3.10Section 2.5) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of Investors holding at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) Registrable Securities, provided that, no such amendment or waiver shall apply differently and adversely to any series of Preferred Stock outstanding when compared to any other class or series of Preferred Stock without the written consent of the Investors holding at least a majority of such differently and adversely impacted series (voting together as a single class and on an as-converted to common basisor if such differently or adversely effected series of Preferred Stock is the Series C Preferred Stock, without the written consent of the Investors holding at least 60% of the Series C Preferred Stock). The provisions of Section 2.1, Section 2.2, Section 2.3 2.3, Section 2.4 and Section 2.4 2.5 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least Major Investors holding a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding Registrable Securities that is are held by all of the Major Investors Investors. Notwithstanding the foregoing, with respect to Section 2.5, (voting together as i) no amendment or waiver that would have a single class disproportionately adverse effect on the Founders when compared with the other Major Investors, will be effective against the Founders without the prior written consent of the Founders and on an as-converted to common basis). The provisions of (ii) such Section 3.10 may not be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investorthe holders of at least a majority of the Series A Preferred Stock, unless such amendmentthe Series B Preferred Stock, terminationthe Series C Preferred Stock, or the Series D Preferred Stock and the Series E Preferred Stock then outstanding, voting together as a single class on an as-if-converted to Common Stock basis; provided, however, that notwithstanding any waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of any of the provisions of Section 2.4 2.5 with respect to a particular transaction shall be deemed to apply to all Major Investors offering of Shares, in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in event any Major Investor losing its status as a actually purchases any such Shares in such offering, then each other Major Investor shall require be permitted to participate in such offering on a pro rata basis (based on the consent pro rata level of participation of the Major Investor purchasing the largest portion of such adversely impacted Major Investor’s pro rata share), in accordance with the other provisions (including notice and election periods) set forth in Section 2.5. Notwithstanding the foregoing, if any amendment or waiver by its terms materially and adversely affects any Major Investor in a different and disproportionate manner relative to the other Major Investors of the same class or series of capital stock, such amendment or waiver must be approved in writing by such adversely affected Major Investor, in order to be effective against such Major Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securities, Registrable Securities and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10Section 2.5) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least Investors holding a majority of the voting power Common Stock held by all Investors (as determined assuming full conversion, exchange and exercise of all Company securities convertible, exchangeable or exercisable into shares of Common Stock); provided, however, that in accordance with Section IV(B)(5)(a) the event that such amendment or waiver adversely affects the obligations or rights of the Restated Certificate) Common Holders in a different manner than the other Holders, such amendment or waiver shall also require the written consent of Preferred the Common Holders holding a majority of the shares of Common Stock outstanding (voting together held by all Common Holders provided that amendments that merely add additional Investors to this Agreement shall not by itself be deemed as adversely affecting the obligations or rights of common Holders in a single class and on an as-converted to common basis)different manner than the other holders. The provisions of Section 2.1, Section 2.2, Section 2.3 2.3, and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least Major Investors holding a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) shares of the Restated Certificate) of Preferred Common Stock outstanding that is are held by all of the Major Investors (voting together as a single class assuming full conversion, exchange and on an as-converted to common basisexercise of all Company securities held by the Major Investors that are convertible, exchangeable or exercisable into shares of Common Stock). The provisions of Section 3.10 2.5(a) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoingCompany and IVP. The provisions of Sections 2.5(b), 2.8 (solely as it relates to GIC), 2.9, 2.11, 2.12, and this Agreement sentence may not be amended or terminated waived (either generally or in a particular instance and the observance of any term hereof may not be waived either retroactively or prospectively) only with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction Company and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)GIC. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securities, Registrable Securities and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or effect. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of Investors holding at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) Registrable Securities then outstanding; provided that Sections 2.10 and 2.11 of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis). The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 this Agreement may only be amended or and the observance of such terms may only be waived (either generally or in a particular instance and either retroactively or prospectively) only with by Yahoo!, the written consent of the Company and the holders of Investors holding at least a majority of the voting power (as determined in accordance with Registrable Securities then outstanding and the Company; provided further that Section IV(B)(5)(a) 1.13 of this Agreement may only be amended and the observance of such terms may only be waived on behalf of the Restated Certificate) of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with by the written consent holders of Novo A/S. Notwithstanding a majority of the foregoingshares of Series D Preferred Stock then outstanding, this Agreement may not be amended or terminated the Company and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) holding at least a waiver majority of the provisions Registrable Securities then outstanding; and provided further that any waiver of Section 2.4 with respect of this Agreement by Investors holding at least a majority of the Registrable Securities then outstanding (the “Waiving Holders”) shall not be effective as to any Investor who has not waived such right of first offer unless (x) no Waiving Holder purchases any Shares in such issuance or (B) if any Waiving Holder purchases Shares in such issuance, each Investor shall have been provided the opportunity to purchase up to such Investor’s pro rata share (as calculated in the manner described in Section 2.4) of all of the Shares that are allocated for purchase by the Investors. For purposes of clarification, the Waiving Holders shall have the right to waive the right of first offer contained in Section 2.4 in a partial and proportionate manner such that each Investor that is entitled to a particular transaction right of first offer pursuant to Section 2.4 is offered the opportunity to purchase its pro rata share (as calculated in the manner described in Section 2.4) of a lesser number of aggregate shares than the actual number of Shares that the Company proposes to offer generally, and any such partial and proportionate waiver shall be deemed binding on each Investor whether or not such Investor has expressly agreed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction partial and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)proportionate waiver. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securities, Registrable Securities and the Company. Notwithstanding No waivers of or exceptions to any term, condition, or provision of this Section 3.7Agreement, no consent in any one or more instances, shall be necessary deemed to add be or construed as a further or continuing waiver of any such term, condition, or provision. Notwithstanding anything herein to the contrary, if any amendment, based solely on a reading of the explicit terms thereof, would alter or change the rights and obligations of an Investor or group of Investors in a manner that is materially and adversely different than the treatment by such amendment of the rights and obligations of other Investors, then such amendment shall also require the written consent of the Investor so adversely affected (in the case of one adversely affected Investor) or the holders of a majority of Registrable Securities held by the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordinglygroup of Investors so adversely affected (in the case of more than one adversely affected Investor).

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Requisite Threshold; provided, however, that (i) Section 2.5, with respect to each Considered Holder, may only be amended or waived with respect to such Considered Holder with the consent of such Considered Holder; (ii) Section 1.13 and Section 2.1 shall not be amended or waived without the consent of Fidelity if such amendment or waiver affects the rights and/or obligations of Fidelity in a manner that is materially different than those of other Major Investors and (iii) if the Right of First Offer contained in Section 2.4 is waived with respect to a sale of Shares, no Major Investors shall be allowed to participate in such sale of Shares unless (A) all Major Investors are allowed to purchase such Major Investor’s Pro Rata Percentage or (B) such waiver is approved in writing by the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) then outstanding shares of the Restated Certificate) of Series E Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis). The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)Stock. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding this Section 3.7the foregoing, no consent shall be necessary to add holders of the Company’s Preferred Stock additional Investors as signatories to this Agreement and to update Schedule A accordinglyin accordance with Section 1.11.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, 2.3 and Section 2.4 and 3.102.4) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power Registrable Securities; provided that such majority shall include the consent of Intel Capital until such time that Intel Capital transfers its Shares to a transferee that is not a partner or Affiliate of Intel Capital; provided further, however, that in the event that such amendment or waiver adversely affects the obligations and/or rights of the Common Holders or Lenders in a different manner than the other Holders, such amendment or waiver shall also require the written consent of the holders of a majority in interest of the Common Holders or Lenders (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basisapplicable). The provisions of Section 2.1, Section 2.2, 2.1 and Section 2.3 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of a majority of the Registrable Securities that are held by the qualifying Investors and Lenders. The provisions of Section 2.2 and Section 2.3 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of a majority of the Registrable Securities that are held by Investors and Note Lenders. The provisions of Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is Registrable Securities held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including sets forth the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among of the parties with regard respect to the subjects hereof and thereofsubject matter hereof. Any term The failure of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and any party to seek redress for the observance violation of or to insist upon the strict performance of any term of this Agreement shall not constitute a waiver of such term and such party shall be entitled to enforce such term without regard to such forbearance. This Agreement may be waived (either generally amended, each party hereto may take any action herein prohibited or in a particular instance omit to take action herein required to be performed by it, and either retroactively any breach of or prospectively) compliance with any covenant, agreement, warranty or representation may be waived, only with by the written consent or written waiver of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis). The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that Shareholders holding (i) 66K% of all shares of Common Stock, on a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction fully diluted basis and (ii) any amendment 66K% of the definition shares of Major Investor which would result in Common Stock, on a fully diluted basis, adversely affected by any Major Investor losing its status as a Major Investor such amendment, action, omission or waiver; provided, however, that any amendment, action, omission or waiver adversely affecting any rights of the Shareholders under Sections 3 or 6 shall require the written consent or written waiver of Shareholders holding 90% of the shares of Common Stock, on a fully diluted basis, adversely affected by any such adversely impacted Major Investor). Any amendment amendment, action, omission or waiver; PROVIDED that such Shareholder shall be given five (5) days advance notice of any such proposed amendment, action, omission or waiver; and PROVIDED, FURTHER, that such consent or waiver effected in accordance with this paragraph shall be binding upon each holder of any securities, each future holder of all such securities, effective only in the specific instance and for the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordinglyspecific purpose for which given.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among between the parties with regard to the subjects hereof hereof. The Company’s agreements with each Holder are separate agreements, and thereofthe sales of the J-KISSes to each Holder are separate sales. Any Nonetheless, any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) the Stock Acquisition Rights in the Series may be amended and the observance of any term of this Agreement the Stock Acquisition Rights in the Series may be waived (either generally or in a particular instance and either retroactively or prospectively) only ), with the written consent of the Company and the holders of at least Majority in Interest and the Investor agrees to execute all documents and instruments necessary to effectuate such amendment or waiver as required by the Majority in Interest; provided, however, that Sections 5.2 (if and only if Investor is a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class Major Investor), 5.3, 5.5, 5.12 and on an as-converted to common basis). The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 5.13 may not be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with without the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor). Any waiver or amendment or waiver effected in accordance with this paragraph Section 5.13 shall be binding upon the Company and each holder current and future member of the J-KISS Group. Priority . The Subscribed J-KISS shall rank pari passu in all respects (including right of payment) to all other J-KISSes and all convertible indebtedness of the Company, now or hereafter existing. Exculpation Among Holders . Each Holder acknowledges that it is not relying upon any securitiesperson, each future holder of all such securitiesfirm, corporation or stockholder, other than the Company and its officers and directors in their capacities as such, in making its investment or decision to invest in the Company. Notwithstanding this Section 3.7Each Holder agrees that no other Holder nor the respective controlling persons, no consent officers, directors, partners, agents, stockholders or employees of any other Holder shall be necessary liable for any action heretofore or hereafter taken or omitted to add holders be taken by any of them in connection with the purchase and sale of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordinglyJ-KISSes.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among between the parties with regard to the subjects hereof and thereofthereof and terminates and supersedes all prior understandings and agreements, whether oral or written, including the Prior Rights Agreement; provided, however, that if this Agreement does not constitute an effective amendment and/or replacement of any such agreement, as among the Company and the parties to this Agreement, the Company and such parties agree that their rights and obligations with respect to each other under such agreement shall be modified by this Agreement (and in the case of parties who had not previously been a party to such agreement, that they are parties to such agreement, as modified by this Agreement). Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended or modified and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) ), only with the written consent of the Company and the holders of at least a majority 66% of the voting power (as determined in accordance with Section IV(B)(5)(a) then outstanding Registrable Securities issued or issuable upon conversion of the Restated Certificate) of Series B Preferred Stock outstanding (voting together as and Series C Preferred Stock; provided, however, that if an amendment, modification or waiver would terminate the rights of the Founders or, based on a single class facial reading of the proposed amendment, modification or waiver, materially and on an as-converted to common basis). The provisions adversely affect the rights of Section 2.1the Founders, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least Founders holding a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock Founder Securities then outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may shall be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless also required for such amendment, termination, modification or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)waiver. Any amendment amendment, modification or waiver effected in accordance with this paragraph shall be binding upon each Founder, each holder of any securitiesRegistrable Securities, each future holder of all such securities, Registrable Securities and the Company. Notwithstanding Each Holder acknowledges that by the operation of this Section 3.7paragraph, no consent shall be necessary to add the holders of at least 66% of the Company’s then outstanding Registrable Securities issued or issuable upon conversion of the Series B Preferred Stock as signatories and Series C Preferred Stock will have the right and power to diminish or eliminate all rights of such Holder under this Agreement and to update Schedule A accordinglyAgreement.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof, and any other written or oral agreement relating to the subject matter hereof existing between or among the parties, including, without limitation, the Prior Agreement, are expressly canceled. Any term of this Agreement (other than Section 2.13.1, Section 2.23.2, Section 2.33.3, Section 2.4 3.4, Section 3.5 and 3.10Section 3.6) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis)Registrable Securities. The provisions of Section 2.13.1, Section 2.2, Section 2.3 3.2 and Section 2.4 3.3 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding Registrable Securities that is are held by all of the Major Investors (voting together as a single class and on an as-converted to common basis)Investors. The provisions of Section 3.10 3.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. the Company and each Offering Investor. The provisions of Sections 3.5(a) and 3.6 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and Sequoia Capital. The provisions of Section 3.5(b) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and Lightspeed. The provisions of Section 3.5(c) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and Harmony. The provisions of Section 3.5(d) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and OrbiMed. The provisions of Section 3.5(e) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and Claremont Creek Ventures. The provisions of Section 3.5(f) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and HealthCor. The provisions of Section 3.5(g) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and Sofinnova. Notwithstanding the foregoing, no amendment or waiver effected in accordance with this Agreement may Section 4.7 shall be binding upon any Investor or group of Investors if it adversely affects such Investor or group of Investors in a different manner from other Investors or in a manner not proportionate to such Investor’s or group of Investors’ stock holdings as compared to other Investors, taking into account the different classes or series of stock held by such adversely affected Investor or group of Investors (it being understood that no Investor or group of Investors will be amended or terminated affected adversely and in a manner differently for this purpose merely because of the observance difference in the amounts of any term hereof may not be waived with respect to any Major Investor without respective issue prices and liquidation preferences that arise from the written consent differences in the original issue price of such Major Investor’s or group of Investors’ Preferred Stock vis-à-vis another Investor’s or group of Investors’ Preferred Stock), unless such amendment, termination, amendment or waiver applies is agreed to all Major Investors in writing by such adversely affected Investor or the same fashion (it being agreed that (i) holders of a waiver majority of the provisions Registrable Securities held by such group of Section 2.4 with respect to a particular transaction adversely affected Investors. The Company shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) give prompt notice of any amendment of the definition of Major Investor which would result or waiver hereunder to any party hereto that did not consent in any Major Investor losing its status as a Major Investor shall require the consent of writing to such adversely impacted Major Investor)amendment or waiver. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, 2.3 and Section 2.4 and 3.102.4) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least Investors holding a majority of the voting power (as determined Registrable Securities; provided, however, that in accordance with Section IV(B)(5)(a) the event that such amendment or waiver adversely affects the obligations or rights of the Restated Certificate) Common Holders in a different manner than the other Holders, such amendment or waiver shall also require the written consent of Preferred the Common Holders holding a majority of the shares of Common Stock outstanding (voting together as a single class and on an as-converted to common basis)held by all such Common Holders. The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least Major Investors holding a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding Registrable Securities that is are held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Investors; provided however that in the event the rights set forth in Section 3.10 may be 2.4 hereof are amended or waived (either generally or Shares are deemed not to be subject to Section 2.4 hereof as a result of the vote set forth in a particular instance and either retroactively or prospectivelySection 2.4(d)) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to or otherwise related to an issuance of securities of the Company, if any Major Investor without the written consent of such Major Investor, unless such amendment, termination, (or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the CompanyAffiliates), purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a transaction, then each Major Investor shall require have a pro rata right (as described in Section 2.4(b)), based on the consent level of participation of the Major Investor purchasing the largest portion of such adversely impacted Major Investor)’s pro rata share, to purchase securities in such transaction. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securities, Registrable Securities and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 2.4, Section 2.7 and 3.10Section 2.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis)Registrable Securities outstanding. The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock Registrable Securities outstanding that is are held by all of Major Investors; provided, however, that notwithstanding anything to the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoingcontrary contained herein, this Agreement may not be amended or terminated and the observance of any term hereof may the terms of Section 2.4 of this Agreement shall not be waived with respect waived, as they apply to any Major Investor Investor, in connection with any offering of Shares by the Company, without the prior written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of approving such adversely impacted Major Investor)waiver is purchasing Shares in such offering. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding this Section 3.7the foregoing, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories any amendment or waiver to this Agreement and that by its stated terms treats an Investor in a disproportionately adverse manner relative to update Schedule A accordinglythe other Investors will require such Investor’s written consent.

Entire Agreement; Amendments and Waivers. Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or effect. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10Section 2.7(B)) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of Investors holding at least a majority of the voting power sixty percent (as determined in accordance with Section IV(B)(5)(a60%) of the Restated Certificate) Registrable Securities held by the Investors; provided, that if such amendment or waiver disproportionately and materially adversely affects any Major Holder or holder of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis)Stock, then the consent of such holder shall also be required. The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of Major Investors holding at least a majority of the voting power sixty percent (as determined in accordance with Section IV(B)(5)(a60%) of the Restated Certificate) of Preferred Stock outstanding Registrable Securities that is are held by all of the Major Investors (voting together as excluding the Key Holders); provided, however, that the definition of “Major Holder” in Section 2.1 may be amended only with the consent of the Company, the Major Investors holding at least sixty percent (60%) of the Registrable Securities that are held by all of the Major Investors and the Key Holders and provided, further if such amendment to the definition of “Major Holder” or “Major Investor” results in any Major Holder or Major Investor no longer being considered a single class “Major Holder” or a “Major Investor,” then the consent of such Major Holder or Major Investor shall also be required; provided, however, that in the event that the right of first offer set forth in Section 2.4 is waived with respect to the issuance of any Shares and any Major Holder participates in such financing, then all other Major Holders shall have the right to purchase their pro rata portion of the new issuance of equity securities sold in such financing (based on the level of participation of the Major Holder purchasing the largest portion of such Major Holder’s pro rata share) unless waived or consented to by such Major Holder. If any such amendment or waiver disproportionately and materially adversely affects any Major Holder or holder or series of Preferred Stock, then the consent of such Major Holder or such holder or the holders of a majority of such series of Preferred Stock shall also be required. For the purposes of this Section 3.7, the term “Major Investor” shall mean any Investor who holds at least 380,000 shares of Common Stock of the Company, on an as-converted to common basisbasis (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like). The provisions of Section 3.10 2.7(B) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated Company and the observance holders of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver majority of the provisions Common Stock issued or issuable upon conversion of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)Series C Preferred Stock. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securities, Registrable Securities and the Company. Notwithstanding Further, in the event that any amendment or waiver under this Section 3.7, no consent shall be necessary to add holders 3.7 adversely affects the obligations or rights of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordinglyKey Holders in a different manner than the other Holders, such amendment or waiver shall also require the written consent of the Key Holders holding at least a majority of the Registrable Securities held by the Key Holders.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits schedules or exhibits hereto, if any) constitutes and the documents delivered pursuant thereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereofthereof and supersedes all other agreements with regard thereto, including the Prior Agreement. Any term of this This Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended or terminated and the observance of any term of this Agreement may be waived with respect to all parties to this Agreement (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority two-thirds of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis)Registrable Securities. The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, (x) this Agreement may not be amended or terminated and the observance of any term hereof hereunder may not be waived with respect to any Major Investor Holder without the written consent of such Major Investor, Holder unless such amendment, termination, termination or waiver applies to all Major Investors Holders in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its termsfashion, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction transaction) and does not treat holders of different series of Preferred Stock differently and (iiy) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require Section 2.7 hereof may not be amended without the consent of such adversely impacted Major Investor). Novo A/S. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder Holder of any securitiesRegistrable Securities, each future holder Holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding this Section 3.7the foregoing, no consent shall be necessary to add holders purchasers of the Company’s Series G Preferred Stock pursuant to the Purchase Agreement who are not already a parties hereto, shall become parties hereto as signatories “Investors” by delivery to this Agreement and to update Schedule A accordinglythe Company of a signature page hereto without the need for any amendment hereto.

Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules and Exhibits hereto, if any) amends and restates the Prior Agreement in its entirety and constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) ), only with the written consent of the Company and the holders of at least a majority of the voting power Registrable Securities; provided that (as determined a) in accordance with Section IV(B)(5)(a) the event that such amendment or waiver affects the obligations or rights of the Restated Certificate) any Investor or group of Preferred Stock outstanding (voting together as a single class Investors in an adverse and on an as-converted disproportionate manner when compared to common basis). The provisions of Section 2.1other Shareholders or Investors, Section 2.2, Section 2.3 and Section 2.4 may be amended such amendment or waived (either generally or in a particular instance and either retroactively or prospectively) only with waiver shall also require the written consent of the Company and Investors holding in the holders of at least aggregate a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is Registrable Securities then held by all of the Major Investors and affected by such amendment or waiver (voting together considered as a single class class), and on an as(b) any amendment (A) to sub-converted to common basis). The provisions section (a) of Section 3.10 may be amended or waived 1.1.17 (either generally or in a particular instance and either retroactively or prospectivelyInitiating Holders), (B) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that subsection (i) of Section 1.1.21 (Registrable Securities), (C) to subsections (a) and (b) of this Section 3.5, (D) to Sections 3.1 (Delivery of Financial Statements), 3.2 (Inspection) or 3.7 (Termination of Information and Inspection Covenants), (E) which otherwise substantially defeats the rights granted to the Investors under Sections 2.1 (Piggyback Registration), 2.2 (Demand Registration), 2.6 (Expenses of Registration), or 2.11 (Assignment of Registration Rights), 2.12 (Market Stand Off) 2.13 (Termination of Registration Rights) (but not any other amendments to these sections that do not substantially defeat the rights granted thereunder to the Investors), shall also require the approval of Investors holding in the aggregate a waiver majority of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Registrable Securities then held by the Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status considered as a Major Investor shall require the consent of such adversely impacted Major Investorsingle class). Any amendment or waiver effected in accordance with this paragraph Section shall be binding upon each holder of any securities, each the parties and their respective future holder of all such securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordinglytransferees.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, 2.3 and Section 2.4 and 3.102.4) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined Registrable Securities; provided, however, that in accordance with Section IV(B)(5)(a) the event that such amendment or waiver adversely affects the obligations or rights of the Restated Certificate) Common Holders in a different manner than the other Holders, such amendment or waiver shall also require the written consent of Preferred Stock outstanding (voting together as the holders of a single class and on an as-converted to common basis)majority in interest of the Common Holders; provided, further, however, that in the event that such amendment or waiver adversely affects the obligations or rights of Executive in a different manner than the other Holders, such amendment or waiver shall also require the written consent of Executive. The provisions of Section 2.1, Section 2.2, Section 2.3 2.3, Section 2.4 and Section 2.4 2.12 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding Registrable Securities that is are held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions including, solely in the case of Section 3.10 may be amended 2.12, each holder of more than 9,000,000 shares of Preferred Stock, as adjusted for stock splits, stock dividends, combinations or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investorlike)). Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.”

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, 2.3 and Section 2.4 and 3.102.4) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and (A) an Investor Majority (as defined in the Voting Agreement) prior to the Second Closing or (B) the holders of at least a majority of the voting power sixty six and two thirds percent (as determined in accordance with Section IV(B)(5)(a66-23%) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and Registrable Securities on an as-converted to common basis)or after the Second Closing. The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power sixty six and two thirds percent (as determined in accordance with Section IV(B)(5)(a66-2/3%) of the Restated Certificate) of Preferred Stock outstanding Registrable Securities that is are held by all of Major Investors. In addition to the Major Investors foregoing, (voting together as a single class and on an as-converted to common basis). The i) the provisions of Section 3.10 1.1(b) and the portion of Section 2.1 relating expressly to BioStratum may be amended or and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding BioStratum (or, in the foregoingevent of a BioStratum Dissolution, this Agreement by the BioStratum Transferees holding at least a majority of the Company’s capital stock held by all BioStratum Transferees) and (ii) the portions of Section 2.1 relating expressly to Vanderbilt may not be amended or terminated and the observance of any term hereof thereof may not be waived (either generally or in a particular instance and either retroactively or prospectively) only with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)Vanderbilt. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding this Section 3.7, no consent The Prior Agreement is hereby amended and restated in its entirety and shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordinglyno further force or effect.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, 2.2 and Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders Holders of at least a majority 75% of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis)Registrable Securities. The provisions of Section 2.1, Section 2.2, 2.2 and Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders Holders of at least a majority 75% of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding Registrable Securities that is are held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securities, Registrable Securities and the Company. Notwithstanding anything to the contrary in this Section 3.7, no consent neither this Agreement nor any provision hereof shall be necessary amended or waived to add holders the detriment of Dxxx vis-à-vis Silicon Valley Internet Capital, LLC (“SVIC”) or an SVIC Affiliate, without the Company’s Preferred Stock prior written consent of Dxxx (“SVIC Affiliate” is herein defined as signatories to a person or entity controlled by, controlling or under common control with, SVIC or a person or entity controlled by, controlling or under common control with, such person or entity. For the avoidance of all doubt, Rxxxxx Xxxx is not an SVIC Affiliate). For the avoidance of all doubt, an amendment of this Agreement or any provision hereof that maintains the registration rights as currently provided to SVIC and Dxxx shall not be considered to update Schedule A accordinglybe to the detriment of Dxxx vis-à-vis SVIC.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits exhibits hereto, if any) constitutes and the documents referred to herein constitute the full and entire understanding and agreement among the parties hereto with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants, except as specifically set forth herein or therein. Without limiting the foregoing, this Agreement amends and restates the Existing Investor Rights Agreement in its entirety and all of the terms of the Existing Investor Rights Agreement are superseded by the terms of this Agreement and are of no further force and effect. Any term of this Agreement (other than Section Sections 2.1, Section 2.2, Section 2.2 and 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) ), only with the written consent of the Company and the holders of at least two-thirds (2/3) of the Registrable Securities, provided, however, that in the event that such amendment or waiver adversely affects the obligations or rights of the Common Holders in a different manner than the other Holders, such amendment or waiver shall also require the written consent of the holders of a majority of Common Stock held by the voting power (Common Holders. Notwithstanding the foregoing, the amendment of this Agreement to include additional parties as determined in accordance with Section IV(B)(5)(a) Investors or Common Holders, or additional shares as Registrable Securities, whether pursuant to the Purchase Agreement or any future transaction or agreement, shall not require the separate consent of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis)Common Holders. The provisions of Section Sections 2.1, Section 2.2, Section 2.2 and 2.3 and Section 2.4 may be amended or and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) ), only with the written consent of the Company and Major Investors holding two-thirds (2/3) of the holders Registrable Securities held by all such Major Investors. Notwithstanding anything to the contrary provided for herein, (i) no amendment and/or waiver that would adversely affect a Series D Investor in a manner differently than other Investors (other than an effect based on such Investor’s pro rata holdings) may be made without the written consent of the Company and such Series D Investor and (ii) no amendment and/or waiver that would adversely affect the Investors holding Series D Preferred Stock in a manner differently than the Investors holding any other series of Preferred Stock (other than an effect based on such Investors’ respective pro rata holdings) may be made without the written consent of the Company and the Investors holding at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) shares of the Restated Certificate) of Series D Preferred Stock outstanding that is then held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder Holder of any securitiesRegistrable Securities, each future holder Holder of all such securities, any Registrable Securities and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes ), the Series D Agreement and the documents delivered in connection herewith and therewith constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereofamends and restates in its entirety the Prior Agreement, which shall have no further force or effect. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, 2.3 and Section 2.4 and 3.102.4) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power Registrable Securities; provided, however, that the written consent of (i) Xxxxxxx Xxxxx shall be necessary for any amendment or waiver of Section 2.11(a) (but only for so long as determined in accordance with Xxxxxxx Sachs has an observation right pursuant to Section IV(B)(5)(a2.11(a)) and (ii) Meritech shall be necessary for any amendment or waiver of the Restated CertificateSection 2.11(b) of Preferred Stock outstanding (voting together but only for so long as a single class and on Meritech has an as-converted observation right pursuant to common basisSection 2.11(b)). The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority 70% of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding Registrable Securities that is are held by all of the Major Investors (voting together as a single class and on an as-converted to common basis)Investors. The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may in the event that (x) the requisite Major Investors (the “Waiving Major Investors”), on behalf of all Major Investors (such Major Investors that do not be amended or terminated and provide waivers, the observance “Non-Waiving Major Investors”), waive the right of any term hereof may not be waived first offer (the “Waiver”) with respect to any offering by the Company of its Shares (as defined in Section 2.4) and (y) the Waiving Major Investors then purchase Shares in such offering, then each Non-Waiving Major Investor without will be entitled to purchase Shares in such offering in an amount equal to the written consent product of (a) and (b), with (a) equal to that number of Shares that such Non-Waiving Major InvestorInvestor would have been entitled to purchase pursuant to Section 2.4 in the absence of the Waiver and (b) equal to a fraction, unless such amendment, termination, or waiver applies with the numerator equal to all the aggregate number of Shares purchased by the Waiving Major Investors and the denominator equal to the aggregate number of Shares that the Waiving Major Investors would have been entitled to purchase pursuant to Section 2.4 in the same fashion (it being agreed that (i) a waiver absence of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)Waiver. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. thereof Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 3, Section 4 and 3.10Section 5) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company Company, the holders of a majority of the Registrable Securities and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) issued and outstanding shares of the Restated Certificate) of Series C Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis)Stock. The provisions of Section 2.1, Section 2.2, 2.2 and Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company, the holders of a majority of the Registrable Securities that are held by Major Investors, and the holders of at least a majority of the issued and outstanding shares of Series C Preferred Stock. The provisions of Section 3 may be amended and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the then outstanding voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is securities held by all of the Major Investors Investors; provided, however, that notwithstanding the foregoing, (voting together as a single class and on an as-converted to common basis). The a) the provisions of Section 3.10 3.4(b) may be amended or and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding Venturi I, LLC, (b) the foregoing, this Agreement provisions of Section 3.4(c) may not be amended or terminated and the observance of any term hereof thereof may not be waived (either generally or in a particular instance and either retroactively or prospectively) only with respect to any Major Investor without the written consent of such Major InvestorMPM, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (ic) a waiver of the provisions of Section 2.4 with respect to 3.4(d)(i) may be amended and the observance of any term thereof may be waived (either generally or in a particular transaction shall instance and either retroactively or prospectively) only with the written consent of Bessemer, (d) the provisions of Section 3.4(d)(ii) may be deemed amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of MPM, (e) the provisions of Section 3.4(e) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the holders of a majority of the outstanding voting securities held by the holders of shares of Common Stock and Series A Preferred Stock (voting together as a single class and not as separate series and on an as-converted to apply to all Major Investors Common Stock basis), (f) the provisions of Section 3.4(g)(i) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the same fashion if such waiver does so by its termswritten consent of holders of a majority of the outstanding shares of Series C Preferred Stock, notwithstanding (g) the fact that certain Major Investors provisions of Section 3.4(g)(ii) may nonethelessbe amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the holders of a majority of the then outstanding shares of Series C Preferred Stock and Series C-1 Preferred Stock (voting together as a single class and not as separate series) and (h) the provisions of Section 3.9 may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Bessemer, by agreement NGEN and General Electric Pension Trust. The provisions of Section 4, Section 5, Section 6 and Section 7 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively, as applicable) only with the written consent of the Company, purchase securities and the holders of at least a majority of the issued and outstanding shares of Series C Preferred Stock; provided, however, that such provisions may not be amended or waived in such transaction and (ii) a way as to add to the obligations of any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require Non Participating Stockholder without the consent of such adversely impacted Major InvestorNon Participating Stockholder. The provisions of Section 8 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively, as applicable) only with the written consent of the Company, and the holders of at least a majority of the issued and outstanding shares of Series C Preferred Stock (other than MPM and its affiliates or their transferees); provided, however, that such provisions may not be amended or waived in such a way as to add to the obligations of any Investor or Founder without the consent of such Investor or Founder. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securities, each future holder of all such securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordinglyparties hereto.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, 2.3 and Section 2.4 and 3.102.4) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the Registrable Securities, measured on the basis of voting power (as determined power; provided, however, that in accordance with Section IV(B)(5)(a) the event that such amendment or waiver adversely affects the obligations or rights of the Restated Certificate) Common Holders in a different manner than the other Holders, such amendment or waiver shall also require the written consent of Preferred the holders of a majority of the Class A Common Stock outstanding (and Class B Common Stock held by the Common Holders, measured on the basis of voting power, voting together as a single class class; further provided, that in the event such amendment or waiver materially and on an as-converted to common basis)adversely affects the obligations or rights of any Investor in a different manner than the other Investors, such amendment or waiver shall also require the written consent of such materially and adversely affected Investor. The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding Registrable Securities that is are held by all Major Investors, measured on the basis of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)power. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.13.1, Section 2.23.2, Section 2.33.3, Section 2.4 3.4, section 3.5 and 3.10Section 3.6) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis)Registrable Securities. The provisions of Section 2.13.1, Section 2.2, Section 2.3 3.2 and Section 2.4 3.3 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding Registrable Securities that is are held by all of the Major Investors (voting together as a single class and on an as-converted to common basis)Investors. The provisions of Section 3.10 3.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement Company and each Offering Investor. The provisions of Sections 3.5(a) and 3.6 may not be amended or terminated waived (either generally or in a particular instance and the observance of any term hereof may not be waived either retroactively or prospectively) only with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the Company and Sequoia Capital. The provisions of Section 2.4 with respect to 3.5(b) may be amended or waived (either generally or in a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement instance and either retroactively or prospectively) only with the Company, purchase securities in such transaction and (ii) any amendment written consent of the definition Company and Lightspeed. The provisions of Major Investor which would result Section 3.5(c) may be amended or waived (either generally or in any Major Investor losing its status as a Major Investor shall require particular instance and either retroactively or prospectively) only with the written consent of such adversely impacted Major Investor)the Company and Harmony. The provisions of Section 3.5(d) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and OrbiMed. The provisions of Section 3.5(e) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and Claremont Creek Ventures. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any This Agreement and any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) hereof may be terminated or amended and the observance of any term of this Agreement hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and Section 2.11) only with the written consent of the Company and the holders of Investors holding at least a majority of the voting power sixty percent (as determined in accordance with Section IV(B)(5)(a60%) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis)Registrable Securities. The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least Major Investors holding a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding Registrable Securities that is are held by all of the Major Investors; provided, however, that if the right of first offer in Section 2.4 is waived with respect to a particular issuance pursuant by the Major Investors (voting together holding a majority of the Registrable Securities that are held by all of the Major Investors, and any such waiving Major Investor purchases securities in such issuance, then each other Major Investor shall have the opportunity to purchase an aggregate amount of securities in such issuance at least equal, as a single class and on an as-converted percentage of their respective pro rata amount (as determined pursuant to common basisSection 2.4b)) of such issuance, to the percentage of such purchasing Major Investor’s pro rata amount (as determined pursuant to Section 2.4b)) of such issuance purchased by such purchasing Major Investor in such issuance. The provisions of Section 3.10 2.11a) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement Company and KPCB. The provisions of Section 2.11b) may not be amended or terminated waived (either generally or in a particular instance and the observance of any term hereof may not be waived either retroactively or prospectively) only with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the Company and GV. The provisions of Section 2.4 with respect to 2.11c) may be amended or waived (either generally or in a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement instance and either retroactively or prospectively) only with the Company, purchase securities in such transaction and (ii) any amendment written consent of the definition Company and the holders of Major Investor which would result a majority of the outstanding shares of Series E Preferred Stock. The provisions of Section 2.11d) may be amended or waived (either generally or in any Major Investor losing its status as a Major Investor shall require particular instance and either retroactively or prospectively) only with the written consent of such adversely impacted Major Investor)the Company and Thrive Capital. The provisions of Section 2.11e) and Section 2.13 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and SoftBank. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securities, Registrable Securities and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, 2.3 and Section 2.4 and 3.102.4) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of Registrable Securities held by the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis)Investors. The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined Registrable Securities that are held by Major Investors, and with respect to Section 2.4, a majority of the Registrable Securities that are held by Key Holders. Any amendment or waiver effected in accordance with Section IV(B)(5)(a) this paragraph shall be binding upon each holder of any Registrable Securities, each future holder of all such Registrable Securities, and the Restated Certificate) of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis)Company. The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in a similar position (with respect to series or class of stock) in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 2 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction transaction). Further, this Agreement may not be amended, and (ii) no provision hereof may be waived, in each case, in any amendment way which would adversely affect the rights of the definition of Major Investor which would result Key Holders hereunder in a manner disproportionate to any Major Investor losing its status as a Major Investor shall require the consent of adverse effect such adversely impacted Major Investor). Any amendment or waiver effected in accordance with this paragraph would have on the rights of the Investors hereunder, without also the written consent of the holders of at least a majority of the Registrable Securities held by the Key Holders. The Original Agreement is hereby terminated and shall be binding of no further force or effect. The Investors do hereby waive the provisions of Section 2.4 of the Original Agreement as they apply to notice of and issuance of Series D Preferred Stock pursuant to the Series D Agreement (and the shares of Common Stock issuable upon each holder conversion of such Series D Preferred Stock). The Company shall give prompt notice of any securitiesamendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, each future holder termination, or waiver. No waivers of all such securitiesor exceptions to any term, and the Company. Notwithstanding condition, or provision of this Section 3.7Agreement, no consent in any one or more instances, shall be necessary deemed to add holders of the Company’s Preferred Stock be or construed as signatories to this Agreement and to update Schedule A accordinglya further or continuing waiver or any such term, condition, or provision.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10Section 2.6) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power fifty-five percent (as determined in accordance with Section IV(B)(5)(a55%) of the Restated Certificate) Registrable Securities; provided, however, that in the event that such amendment or waiver adversely affects the obligations or rights of Preferred Stock outstanding (voting together as the Common Holders in a single class and on an as-converted to common basis)different manner than the other Holders, such amendment or waiver shall also require the written consent of the holders of a majority in interest of the Common Holders. The provisions of Section 2.1, Section 2.2, Section 2.3 2.3, Section 2.4 and Section 2.4 2.6 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power fifty-five percent (as determined in accordance with Section IV(B)(5)(a55%) of the Restated Certificate) of Preferred Stock outstanding Registrable Securities that is are held by all Major Investors; provided, however, that in the event that such amendment or waiver adversely affects the obligations or rights of the an individual Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or Holder in a particular instance and either retroactively different manner than the other Major Holders, such amendment or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without waiver shall also require the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)Holder. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding Upon the effectiveness of this Section 3.7Agreement, no consent the Prior Agreement is hereby amended and restated in its entirety and shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordinglyno further force or effect.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits schedules or exhibits hereto, if any) constitutes and the documents delivered pursuant thereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereofthereof and supersedes all other agreements with regard thereto, including the Prior Rights Agreement. Any term of this This Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended or terminated and the observance of any term of this Agreement may be waived with respect to all parties to this Agreement (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority two-thirds of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis)Registrable Securities. The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, (x) this Agreement may not be amended or terminated and the observance of any term hereof hereunder may not be waived with respect to any Major Investor Holder without the written consent of such Major Investor, Holder unless such amendment, termination, termination or waiver applies to all Major Investors Holders in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its termsfashion, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction transaction) and does not treat holders of different series of Preferred Stock differently and (iiy) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require Section 2.7 hereof may not be amended without the consent of such adversely impacted Major Investor). Novo A/S. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder Holder of any securitiesRegistrable Securities, each future holder Holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereofthereof and supersedes any and all prior understandings and agreements, written or oral, between or among the parties hereto with respect to the specific subject matter hereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power Registrable Securities then outstanding; provided, however, that in the event that such amendment or waiver adversely affects the obligations or rights of any Holder or group of Holders (such as determined the Common Holder(s) or Major Investors) in accordance with a manner that is materially different and adverse from the manner in which such amendment or waiver affects the obligations and rights of all other Holders, such amendment or waiver shall also require the written consent of such differently affected Holder or group of Holders. Notwithstanding the foregoing, (a) Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis). The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may 2.11 shall not be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with without the written mutual consent of the Company and KKR, and (b) in the holders event the Company sells shares of at least Series F Preferred Stock pursuant to the Series F Agreement to an investor who is not already a majority party to this Agreement, such investor shall become a party to this Agreement as an “Investor” and a “Holder,” without the consent of the voting power (as determined in accordance with Section IV(B)(5)(a) other parties hereto, upon the Company’s receipt from such investor of the Restated Certificate) of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class an executed counterpart signature page to this Agreement, and on an as-converted to common basis). The provisions of Section 3.10 Schedule H hereto may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with by the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect Company from time to any Major time to add such additional Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)other parties hereto. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereofthereof and supersedes any prior agreements made regarding such subjects. Any Except as otherwise specified in Sections 2.1 and 2.9 of this Agreement, any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) ), only with the written consent of the Company and the holders of at least a majority of the voting power sixty-percent (as determined in accordance with Section IV(B)(5)(a60%) of the Restated CertificateRegistrable Securities; provided, however, that any amendment that adversely and disproportionately affects the shares of Series E Preferred Stock (or shares of Common Stock issuable upon conversion thereof) in a manner different than the other series of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis). The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the Common Stock shall require the prior written consent of the Company and the holders of at least a majority of the voting power sixty percent (as determined in accordance with Section IV(B)(5)(a60%) of the Restated Certificate) then outstanding shares of Series E Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)Stock. Any [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securities, Registrable Securities each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding The parties hereby agree and acknowledge that the addition of an additional party pursuant to Section 3.11 below shall not constitute an amendment or waiver of this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordinglyAgreement.

Entire Agreement; Amendments and Waivers. Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or effect. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of Investors holding at least a majority of the voting power sixty percent (as determined in accordance with Section IV(B)(5)(a60%) of the Restated CertificateRegistrable Securities held by the Investors; provided, that (i) if such amendment or waiver disproportionately and materially adversely affects any Investor, then the consent of Preferred Stock outstanding such Investor shall also be required and (voting together as a single class and on an as-converted ii) no amendment or waiver to common basisSection 1.4(a) or Section 1.4(b) (or this Section 3.7(ii). The provisions ) shall be made or given that reduces the rights or increases the obligations of the Warrantholder under Section 2.1, 1.4(a) or Section 2.2, 1.4(b) or adversely affects the ability of the Warrantholder to exercise or enjoy its rights under Section 2.3 and 1.4(a) or Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively1.4(b) only with without the prior written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)Warrantholder. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securities, Registrable Securities and the Company. Notwithstanding Further, in the event that any amendment or waiver under this Section 3.7, no consent shall be necessary to add holders 3.7 adversely affects the obligations or rights of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordinglyKey Holders in a different manner than the other Holders, such amendment or waiver shall also require the written consent of the Key Holders holding at least a majority of the Registrable Securities held by the Key Holders.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereofthereof and supersedes all other agreements of the parties hereto relating to the subject matter hereof and thereof (including, without limitation, the Prior Agreement). Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of Requisite Preferred Holders. Notwithstanding the voting power (as determined in accordance with Section IV(B)(5)(a) of foregoing, [***] Any amendment or waiver so effected shall be binding upon all the Restated Certificate) of Preferred Stock outstanding (voting together as a single class Parties hereto and on an as-converted to common basis)all Parties’ respective successors and permitted assigns, whether or not any such Party, successor or assign entered into or approved such amendment or waiver. The provisions of Section 2.1Notwithstanding the foregoing, Section 2.2, Section 2.3 and Section 2.4 any provision hereof may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with by the waiving Party on such Party’s behalf, without the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis)any other Party. The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, (i) this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its termsfashion, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any no amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor). Any amendment to, or waiver effected in accordance with or termination of, this paragraph Agreement, (by merger, consolidation or otherwise) shall be binding upon each holder of effective as to any securitiesInvestor without that Investor’s written consent if such amendment, each future holder of all waiver or termination would impose or would reasonably be expected to impose, any non-competition or non- solicitation covenant on such securitiesInvestor or would otherwise restrict, and the Company. Notwithstanding this Section 3.7or would reasonably be expected to otherwise restrict, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.such Investor from conducting any business or commercial activity, [***]

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis). The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of (i) at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis) and (ii) 70% of the Series 6 Preferred Stock then outstanding (voting as a separate class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investortransaction). Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securities, each future holder of all such securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among of the parties with regard respect to the subjects subject matter hereof and thereofsupersedes all prior agreements and understanding among them, including the Fourth Amended and Restated Investor Rights Agreement as to such subject matter. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this This Agreement may be amended, modified, changed, discharged, waived (either generally or in a particular instance terminated, and either retroactively the Issuer may take any action herein prohibited, or prospectively) omit to perform any act herein required to be performed by it, only with if the Issuer shall have obtained the written consent to such amendment, modification, change, discharge, waiver, termination, action or omission to act, of (a) the Company and the holders Holders of at least a majority of the voting power Registrable Securities, (as determined in accordance with Section IV(B)(5)(ab) the Holders of the Senior Required Securities and (c) the holders of at least seventy-five percent (75%) of the Restated Certificate) combined voting power of the issued and outstanding Senior Preferred Stock outstanding (voting together as a single class and on an as-converted in accordance with Article FOURTH, Part C, Subsection 3.1 of the Certificate of Incorporation); provided that no consent shall be required under clauses (a), (b) or (c) for any amendments to common basisthis Agreement that are effected as a condition to or as part of a Qualified Liquidation Event (as defined in the Certificate of Incorporation). The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 ; provided further that the Company may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with amend this Agreement without the written consent of the Investors solely to add investors that purchase Series E Preferred Stock pursuant to Section 2.4 of the Purchase Agreement to Schedule I (which investors shall be included in the definition of “Investors” hereunder upon executing and delivering to the Company a signature page to the Purchase Agreement). Notwithstanding the foregoing, (i) a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the holders rights of other Holders may be given by Holders of at least a majority of the voting power Registrable Securities being sold by such Holders pursuant to such Registration Statement and (as determined in accordance with Section IV(B)(5)(aii) of the Restated Certificate) of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended amended, modified, changed, waived, discharged or terminated and the observance of any term hereof hereunder may not be waived with respect to any Major Investor Holder without the written consent of such Major Investor, unless Holder if such amendment, terminationmodification, waiver, discharge or waiver termination uniquely applies to all Major Investors in the same fashion (it being agreed such Holder; provided, however, that (i) a waiver of the provisions of Section 2.4 this sentence may not be amended, modified or supplemented except in accordance with the provisions of the immediately preceding sentence. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing. Any such waiver shall constitute a waiver only with respect to a particular transaction the specific matter described in such writing and shall be deemed to apply to all Major Investors in no way impair the same fashion if rights of the party or parties granting such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor). Any amendment other respect or waiver effected in accordance with this paragraph shall be binding upon each holder of at any securities, each future holder of all such securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordinglyother time.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits and Schedules hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereofthereof and supersedes all prior agreements with regard to the subject matter hereof, including but not limited to the Shareholders Agreement. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (Registrable Securities; provided however, that so long as determined in accordance with Section IV(B)(5)(a) the White Rabbit Stockholders hold any Registrable Securities, no amendment, modification or waiver of any provision of this Agreement shall be made without the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis). The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the prior written consent of the Company and the holders of at least White Rabbit Stockholders holding not less than a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is Registrable Shares then held by all the White Rabbit Stockholders and their permitted assigns under Section 1.11, if the effect of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, terminationmodification or waiver would increase the obligation of the White Rabbit Stockholders or such permitted assigns, or waiver applies to all Major Investors in reduce or subordinate the same fashion (it being agreed that (i) a waiver rights of the provisions White Rabbit Stockholders or such permitted assigns, in either case in a manner different from the effect on the other Holders of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)Registrable Securities. Any amendment or waiver effected in accordance with this paragraph 3.7 shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.foregoing,

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.13.1, Section 2.23.2, Section 2.3, 3.3 and Section 2.4 and 3.103.4) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of (i) the Company and the Company, (ii) holders of at least a majority of the voting power Registrable Securities that are held by the Investors (with the Series B-1 Preferred Stock being treated as determined in accordance not subject to the Regulatory Voting Restriction for this purpose) and (iii) the Key Common Holders holding, together with Section IV(B)(5)(asuch Key Common Holders’ Related Entities, at least sixty percent (60%) of the Restated CertificateRegistrable Securities that are directly or beneficially held by all Key Common Holders and all Key Common Holders’ Related Entities; provided that, (a) Section 3.1(g), Section 3.12(b) and Section 3.13 shall not be amended, waived or terminated without written consent of Durable, (b) Durable shall not be removed as a “Major Investor” without its written consent, (c) Section 3.1(g), Section 3.12(a) and Section 3.13 shall not be amended, waived or terminated without written consent of the X. Xxxx Price Investors, (d) the X. Xxxx Price Investors shall not be removed as “Major Investors” without their written consent, (e) the definition of “X. Xxxx Price” and “X. Xxxx Price Investor”, and this clause (e), shall not be amended, waived or terminated as to X. Xxxx Price or a X. Xxxx Price Investor without consent of such party, (f) the Xxxxxxx Xxxxxxx Investors shall not be removed as “Major Investors” without their written consent, (g) the definition of “Xxxxxxx Xxxxxxx” and “Xxxxxxx Xxxxxxx Investors”, and this clause (g), shall not be amended, waived or terminated as to Xxxxxxx Xxxxxxx or a Xxxxxxx Xxxxxxx Investor without consent of such party, (h) the Wellington Investors shall not be removed as “Major Investors” without their written consent, (i) the definition of “Wellington” and “Wellington Investor”, and this clause (i), shall not be amended, waived or terminated as to Wellington or a Wellington Investor without consent of such party, (j) Section 3.1(g), Section 3.12(c), Section 3.13 and clauses (j), (k) and (l) of Preferred Stock outstanding this proviso shall not be amended without the written consent of D1, (voting together k) D1 shall not be removed as a single class “Major Investor” without its written consent and on an as-converted to common basis)(l) the definition of “D1” shall not be amended without the written consent of D1. The provisions of Section 2.13.1, Section 2.23.2, Section 2.3 3.3 and Section 2.4 3.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least Major Investors holding a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding Registrable Securities that is are held by all of the Major Investors (voting together with the Series B-1 Preferred Stock being treated as a single class not subject to the Regulatory Voting Restriction for this purpose); provided, however, that Sections 1(r), 1(v), 1(w), 1(x) 1(hh), 4.14, this Section 4.7 (with respect to this sentence or any reference to shares of Series B-1 Preferred Stock) and on an as-converted any specific reference in this Agreement to common basis). The provisions of Section 3.10 Series B-1 Preferred Stock or the treatment thereof may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding (x) American Express Travel Related Services Company, Inc. (“American Express”) in order to be enforceable against American Express and its affiliates (as defined in Regulation Y (12 C.F.R. Part 225)) and (y) for so long as any Regulated Holder or its Transferee holds any shares of Series B-1 Preferred Stock, the foregoing, this Agreement may not be amended or terminated and the observance holders of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver majority of the provisions then-outstanding shares of Section 2.4 with respect Series B-1 Preferred Stock in order to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) enforceable against any amendment of the definition of Major Investor which would result in Regulated Holder or any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)Transferee. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding the foregoing, in the event that any amendment or waiver adversely affects the obligations or rights under this Section 3.7Agreement of an Investor (an “Affected Investor”) in a different manner from any other Investor, no such amendment or waiver shall also require the written consent shall be necessary to add holders of the Company’s Preferred Stock as signatories Affected Investor. The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to this Agreement and any party hereto that did not consent in writing to update Schedule A accordinglysuch amendment, termination, or waiver.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10certain sections of this Agreement specified below) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least Investors holding a majority of the voting power (as determined Registrable Securities; provided, however, that in accordance with Section IV(B)(5)(a) the event that such amendment or waiver adversely affects the obligations or rights of the Restated CertificateCommon Holders in a different manner than the other Holders, such amendment or waiver shall also require the written consent of the Common Holders holding a majority of the shares of Common Stock then held by all Common Holders. Notwithstanding anything to the contrary, (i) of Preferred Stock outstanding this clause (voting together as a single class and on an as-converted to common basis). The provisions of Section 2.1, Section 2.2, Section 2.3 i) and Section 2.4 1(c) and Sections 3.1(a)(vi) and 3.3(a) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Baidu, (ii) this clause (ii) and Section 3.3(b) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Ford, (iii) this clause (iii) and Section 3.3(c) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Nikon, (iv) this clause (iv) and Section 3.3(d) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Hyundai, (v) this clause (v) and Sections 3.8 (Right of Notice), 3.9 (Protection of Investors Rights), 3.12 (Investor Provisions) and 3.13 (Investor Competitors) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Ford (with respect to the rights applicable to Ford), Baidu (with respect to ​ ​ the rights applicable to Baidu), Nikon (with respect to the rights applicable to Nikon) or Hyundai (with respect to the rights applicable to Hyundai), and (vi) this clause (vi) and Sections 3.1 (Delivery of Financial Statements), 3.2 (Inspection) and 3.5 (Right of First Offer) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least Major Investors holding a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is Registrable Securities then held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securities, Registrable Securities and the Company. Notwithstanding this Section 3.7, no consent The Prior Agreement is hereby amended and restated in its entirety and shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordinglyno further force or effect.

Entire Agreement; Amendments and Waivers. (a) This Agreement (including the Schedules, Annexes, and Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of (i) the Company and the holders of Company, (ii) prior to a Holdings Liquidation, Holdings, (iii) at least any time prior to a Holdings Liquidation, Holdings Investors owning a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Series C Preferred Stock Units then outstanding (voting together as a single class and on an as-converted to common basis). The provisions of Section 2.1or after a Holdings Liquidation, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and by the holders of a majority of those Registrable Securities then outstanding that were distributed in respect of Series C Preferred Units in such Holdings Liquidation, (iv) at least any time prior to a Holdings Liquidation, Holdings Investors owning a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) Series B Preferred Units then outstanding and on or after a Holdings Liquidation, by the holders of the Restated Certificate) a majority of Preferred Stock those Registrable Securities then outstanding that is held by all were distributed in respect of Series B Preferred Units in such Holdings Liquidation and (v) the Major Investors (voting together as a single class and on an as-converted to common basis)Required Holders. The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, (a) this Agreement may not be amended or terminated and the observance of any term hereof of this Agreement may not be waived with respect to any Major Investor holding Series D Preferred Stock, in their capacities as such, without the written consent of such Major InvestorInvestor holding Series D Preferred Stock, unless such amendment, termination, termination or waiver applies to all Major such Investors holding Series D Preferred Stock, in their capacities as such, in the same fashion; (b) this Agreement may not be amended and the observance of any term of this Agreement may not be waived with respect to any Investor holding Common Stock, in their capacities as such, without the written consent of such Investor holding Common Stock, unless such amendment, termination or waiver applies to all such Investors holding Common Stock, in their capacities as such, in the same fashion; (c) this Agreement may be amended at any time prior to a Holdings Liquidation without the consent of the Holdings Investors owning a majority of the Series B Preferred Units then outstanding to include New Securities in a third party led financing, the issuance of which does not require approval of the “Series B Required Holders” pursuant to Section 3.10(b) of the Holdings LLC Agreement, including the addition of any such securities in any registration filed under Sections 1.2, 1.3 or 1.4 hereof or to provide the holders of such New Securities demand registration of such securities so long as such amendment applies to all holders of Registrable Securities (other than holders of the New Securities) in the same fashion; (d) this Agreement may be amended on or after a Holdings Liquidation without the consent of the holders of a majority of those Registrable Securities then outstanding that were distributed in respect of Series B Preferred Units in such Holdings Liquidation to include New Securities in a third party led financing, the issuance of which does not require approval of the Series B Required Holders pursuant to Section 3.10(b) of the Holdings LLC Agreement, including the addition of any such securities in any registration filed under Sections 1.2, 1.3 or 1.4 hereof or to provide the holders of such New Securities demand registration of such securities so long as such amendment applies to all holders of Registrable Securities (other than holders of the New Securities) in the same fashion and (it being agreed that (ie) a waiver this Agreement may be amended without the consent of the provisions Required Holders in connection with any issuance of Section 2.4 with respect New Securities in a third party led financing, including the addition of any such securities in any registration filed under Sections 1.2, 1.3 or 1.4 hereof or to a particular transaction shall be deemed to apply provide the holders of such New Securities demand registration of such securities so long as such amendment applies to all Major Investors holders of Registrable Securities (other than holders of the New Securities) in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)fashion. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any This Agreement and any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 2.4, and 3.10Section 2.5) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of Investors holding at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) Registrable Securities, provided that, no such amendment or waiver shall apply differently and 19 adversely to any series of Preferred Stock outstanding when compared to any other class or series of Preferred Stock without the written consent of the Investors holding at least a majority of such differently and adversely impacted series (voting together as a single class and on an as-converted to common basisor if such differently or adversely effected series of Preferred Stock is the Series C Preferred Stock, without the written consent of the Investors holding at least 60% of the Series C Preferred Stock). The provisions of Section 2.1, Section 2.2, Section 2.3 2.3, Section 2.4 and Section 2.4 2.5 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least Major Investors holding a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding Registrable Securities that is are held by all of the Major Investors Investors. Notwithstanding the foregoing, with respect to Section 2.5, (voting together as i) no amendment or waiver that would have a single class disproportionately adverse effect on the Founders when compared with the other Major Investors, will be effective against the Founders without the prior written consent of the Founders and on an as-converted to common basis). The provisions of (ii) such Section 3.10 may not be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investorthe holders of at least a majority of the Series A Preferred Stock, unless such amendmentthe Series B Preferred Stock, terminationthe Series C Preferred Stock, or the Series D Preferred Stock and the Series E Preferred Stock then outstanding, voting together as a single class on an as-if-converted to Common Stock basis; provided, however, that notwithstanding any waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of any of the provisions of Section 2.4 2.5 with respect to a particular transaction shall be deemed to apply to all Major Investors offering of Shares, in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in event any Major Investor losing its status as a actually purchases any such Shares in such offering, then each other Major Investor shall require be permitted to participate in such offering on a pro rata basis (based on the consent pro rata level of participation of the Major Investor purchasing the largest portion of such adversely impacted Major Investor’s pro rata share), in accordance with the other provisions (including notice and election periods) set forth in Section 2.5. Notwithstanding the foregoing, if any amendment or waiver by its terms materially and adversely affects any Major Investor in a different and disproportionate manner relative to the other Major Investors of the same class or series of capital stock, such amendment or waiver must be approved in writing by such adversely affected Major Investor, in order to be effective against such Major Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securities, Registrable Securities and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.4.8

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any This Agreement and any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) hereof may be terminated or amended and the observance of any term of this Agreement hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and Section 2.11) only with the written consent of the Company and the holders of Investors holding at least a majority of the voting power sixty percent (as determined in accordance with Section IV(B)(5)(a60%) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis)Registrable Securities. The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least Major Investors holding a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding Registrable Securities that is are held by all of the Major Investors; provided, however, that if the right of first offer in Section 2.4 is waived with respect to a particular issuance pursuant by the Major Investors (voting together holding a majority of the Registrable Securities that are held by all of the Major Investors, and any such waiving Major Investor purchases securities in such issuance, then each other Major Investor shall have the opportunity to purchase an aggregate amount of securities in such issuance at least equal, as a single class and on an as-converted percentage of their respective pro rata amount (as determined pursuant to common basisSection 2.4(b)) of such issuance, to the percentage of such purchasing Major Investor’s pro rata amount (as determined pursuant to Section 2.4(b)) of such issuance purchased by such purchasing Major Investor in such issuance. The provisions of Section 3.10 2.11(a) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement Company and KPCB. The provisions of Section 2.11(b) may not be amended or terminated waived (either generally or in a particular instance and the observance of any term hereof may not be waived either retroactively or prospectively) only with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the Company and GV. The provisions of Section 2.4 with respect to 2.11(c) may be amended or waived (either generally or in a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement instance and either retroactively or prospectively) only with the Company, purchase securities in such transaction and (ii) any amendment written consent of the definition Company and the holders of Major Investor which would result a majority of the outstanding shares of Series E Preferred Stock. The provisions of Section 2.11(d) may be amended or waived (either generally or in any Major Investor losing its status as a Major Investor shall require particular instance and either retroactively or prospectively) only with the written consent of such adversely impacted Major Investor)the Company and Thrive Capital. The provisions of Section 2.11(e) and Section 2.13 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and SoftBank. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securities, Registrable Securities and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any Subject to the other provisions of this Section 3.7, any term of this Agreement (other than Section 2.12.1(b), Section 2.2, 2.2 and Section 2.3, Section 2.4 and 3.102.4) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least sixty percent (60%) of the Registrable Securities (assuming full conversion and exercise of all convertible and exercisable securities then outstanding); provided, however, that in the event that such amendment or waiver materially and adversely affects the obligations or rights of the Common Holders in a different manner than the other Holders, such amendment or waiver shall also require the written consent of the holders of a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of Common Stock then held by the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis)Common Holders. The provisions of Section 2.12.1(b), Section 2.2, Section 2.3 2.2 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power sixty percent (as determined in accordance with Section IV(B)(5)(a60%) of the Restated Certificate) of Preferred Stock outstanding Registrable Securities that is are held by all of the Major Investors (voting together as a single class assuming full conversion and on an as-converted to common basisexercise of all convertible and exercisable securities then outstanding). The ; provided, however, (i) the provisions of Section 3.10 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with respect to the X. Xxxx Price Investors, only with the written consent of Novo A/S. Notwithstanding the foregoingX. Xxxx Price Investors (provided, however, that if the Company shall obtain a waiver from the requisite percentage of Major Investors of the right of first offer in accordance with this Agreement may Section 3.7, then the X. Xxxx Price Investors shall not be amended or terminated and the observance of any term hereof may not be waived with respect entitled to any Major Investor without the written consent of such Major Investorover-allotment rights pursuant to Subsection 2.2(c)), unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (iii) a waiver of the provisions of Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with respect to ICONIQ only with the written consent of ICONIQ (provided, however, that if the Company shall obtain a particular transaction shall be deemed to apply to all waiver from the requisite percentage of Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition right of Major Investor which would result in first offer, then ICONIQ shall not be entitled to any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor). Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securities, each future holder of all such securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary over-allotment rights pursuant to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.Subsection

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.13.1, Section 2.2, 3.2 and Section 2.3, Section 2.4 and 3.103.3) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least Investors holding a majority of the voting power Registrable Securities; provided, however, that in the event that (as determined i) any amendment or waiver adversely affects any Holder in accordance with Section IV(B)(5)(aa manner that is materially different from other Holders, such amendment or waiver shall also require the written consent of such Holder, (ii) any amendment or waiver adversely affects the Series B Preferred Stock in a manner that is materially different from the other series of Preferred Stock, then such amendment or waiver shall also require the written consent of Investors holding a majority of the Restated Certificatethen outstanding shares of Series B Preferred Stock, (iii) any amendment or waiver adversely affects the Series A-1 Preferred Stock in a manner that is materially different from the other series of Preferred Stock, then such amendment or waiver shall also require the written consent of Amgen or (iv) such amendment or waiver adversely affects the obligations or rights of the Common Holders in a different manner than the other Holders, then such amendment or waiver shall also require the written consent of the Common Holders holding a majority of the shares of Common Stock outstanding (voting together as a single class and on an as-converted to common basis)then held by all Common Holders. The provisions of Section 2.13.1, Section 2.2, Section 2.3 3.2 and Section 2.4 3.3 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least Major Investors holding a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is Registrable Securities then held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securities, Registrable Securities and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including Agreement, the Exhibits hereto, if any) constitutes Notes and the other documents expressly delivered pursuant hereto or in connection with the Closing hereunder constitute the full and entire understanding and agreement among between the parties with regard to the subjects hereof and thereof. Any The Company’s agreements with each of the Lenders are separate agreements, and the sales of the Notes to each of the Lenders are separate sales. Nonetheless, any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) or the Notes may be amended and the observance of any term of this Agreement or the Notes may be waived (either generally or in a particular instance and either retroactively or prospectively) only ), with the written consent of the Company and the Requisite Noteholders; provided that, following the conversion of the Notes into Equity Securities, any provision of Section 7.5 may be amended or waived with the written consent of the Company and the holders of at least a majority of the voting power (as determined Registrable Securities then outstanding; provided, in accordance with Section IV(B)(5)(a) the event any Lender consents to the waiver of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis). The provisions of Section 2.17.2 with respect to any offering of Shares by the Company and actually purchases any such Shares in such offering, then each other Lender who did not consent to such waiver shall be permitted to participate in such offering (which may, at the Company’s option, be in a subsequent closing of such offering on substantially the same terms and conditions) on a pro rata basis (based on the level of participation of the Lender purchasing the largest portion of such Lender’s pro rata share); provided, further that clause (ii) of Section 2.27.6(b) and this proviso shall not be amended, waived, modified or terminated without the prior written consent of LSVP; provided, further that clause (iii) of Section 2.3 7.6(b) and this proviso shall not be amended, waived, modified or terminated without the prior written consent of Deerfield; and provided, further that Section 2.4 8.11 shall not be amended, waived, modified or terminated in a manner adverse to any individual Lender without the prior written consent of such Lender. In addition, notwithstanding anything contained herein to the contrary, (i) no term of this Agreement or the Notes may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with without the written consent of the Company each Lender if such amendment or waiver materially, adversely and the holders of at least disproportionately affects such Lender in a majority manner different than all other Lenders, (ii) Section 1 of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is Note held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may each Lender shall not be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor such Lender without the written consent of such Major InvestorLender, unless such amendment, termination, or waiver applies to all Major Investors in (iii) the same fashion (it being agreed that (i) a waiver outstanding principal and interest amount of the provisions of Section 2.4 Note held by each Lender shall not be amended or waived with respect to a particular transaction shall be deemed to apply to all Major Investors in such Lender without the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor shall require the written consent of such adversely impacted Major InvestorLender, and (iv) Section 1(ff), Section 7.2, Section 7.4 and Section 7.6(b)(iv) of this Agreement shall not be amended or waived with respect to Takeda without the written consent of Takeda. Any waiver or amendment or waiver effected in accordance with this paragraph Section 8.8 shall be binding upon each party to this Agreement and any holder of any securities, Note purchased under this Agreement at the time outstanding and each future holder of all such securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordinglyNotes.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, 2.3 and Section 2.4 and 3.102.4) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis)Registrable Securities. The provisions of Section 2.1, Section 2.2, 2.2 and Section 2.3 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of a majority of the Registrable Securities that are held by Information Recipients. The provisions of Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding Registrable Securities that is are held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoingInvestors; provided, this Agreement may not be amended or terminated and the observance however, that notwithstanding any waiver of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors 2.4, in the same fashion if such waiver does so event any Major Investor actually purchases Shares in any offering by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (ii) any amendment of the definition of Major Investor which would result in any Major Investor losing its status as a then each other Major Investor shall be permitted to participate in such offering on a pro rata basis (based on the level of participation of the other Major Investor purchasing the largest portion of such Major Investor’s pro rata share), in accordance with the other provisions (including notice and election periods) set forth in Section 2.4. In addition, if an amendment materially and adversely affects Greylock, XXX 00, XXX 00 or NEA Ventures 2009, L.P. in a manner different than the other Investors or Major Investors, as appropriate, such amendment shall also require the written consent of such adversely impacted Major Investor)Greylock XI Limited Partnership, XXX 00, XXX 00 or NEA Ventures 2009, L.P., as applicable. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any Subject to the other provisions of this Section 3.7, any term of this Agreement (other than Section 2.12.1(b), Section 2.2, 2.2 and Section 2.3, Section 2.4 and 3.102.4) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least sixty percent (60%) of the Registrable Securities (assuming full conversion and exercise of all convertible and exercisable securities then outstanding); provided, however, that in the event that such amendment or waiver materially and adversely affects the obligations or rights of the Common Holders in a different manner than the other Holders, such amendment or waiver shall also require the written consent of the holders of a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of Common Stock then held by the Restated Certificate) of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis)Common Holders. The provisions of Section 2.12.1(b), Section 2.2, Section 2.3 2.2 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority sixty percent (60%) of the voting power Registrable Securities that are held by Major Investors (as determined assuming full conversion and exercise of all convertible and exercisable securities then outstanding); provided, however, (i) the provisions of Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with respect to the X. Xxxx Price Investors, only with the written consent of the X. Xxxx Price Investors (provided, however, that if the Company shall obtain a waiver from the requisite percentage of Major Investors of the right of first offer in accordance with this Section IV(B)(5)(a3.7, then the X. Xxxx Price Investors shall not be entitled to any over-allotment rights pursuant to Subsection 2.2(c)), (ii) of the Restated Certificate) of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with respect to ICONIQ only with the written consent of ICONIQ (provided, however, that if the Company shall obtain a waiver from the requisite percentage of Major Investors of the right of first offer, then ICONIQ shall not be entitled to any over-allotment rights pursuant to Subsection 2.2(c)), and (iii) the provisions of Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with respect to PI International only with the written consent of PI International (provided, however, that if the Company shall obtain a waiver from the requisite percentage of Major Investors of the right of first offer, then PI International shall not be entitled to any over-allotment rights pursuant to Subsection 2.2(c)). Notwithstanding anything to the contrary set forth herein, (i) the provisions of Section 2.10(a) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding ICONIQ; (ii) the foregoing, this Agreement provisions of Section 2.10(b) may not be amended or terminated waived (either generally or in a particular instance and the observance of any term hereof may not be waived either retroactively or prospectively) only with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, the X. Xxxx Price Investors; (iii) any amendment or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to 1.9, Section 1.13, Section 2.1, Section 2.2, Section 2.3 and Section 2.13 (either generally or in a particular transaction instance and either retroactively or prospectively) shall be deemed to apply to all Major Investors in also require the same fashion if such waiver does so by its terms, notwithstanding written consent of the fact that certain Major Investors may nonetheless, by agreement with Company and the Company, purchase securities in such transaction holders of at least fifty-five percent (55%) of the outstanding shares of Series G Preferred Stock; and (iiiv) any amendment or waiver (either generally or in a particular instance and either retroactively or prospectively) of the definition of Major Investor which would result “Registrable Securities” that adversely affects the Series G Preferred Stock in any Major Investor losing its status as a Major Investor manner different than the other series of Preferred Stock shall also require the written consent of such adversely impacted Major Investor)the Company and the holders of at least fifty-five percent (55%) of the outstanding shares of Series G Preferred Stock. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, 2.3 and Section 2.4 and 3.102.4) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power Registrable Securities; provided, however, that (a) the written consent of Trinity Ventures shall be necessary for any amendment or waiver of Section 2.9(a) (but only for so long as determined in accordance Trinity Ventures has an observation right pursuant to Section 2.9(a)); provided further, that the immediately preceding clause (a) shall be amended only with the written consent of Trinity Ventures; (b) the written consent of WK Technology Fund shall be necessary for any amendment or waiver of Section IV(B)(5)(a2.9(b) (but only for so long as WK Technology Fund has an observation right pursuant to Section 2.9(b)); provided further, that the immediately preceding clause (b) shall be amended only with the written consent of WK Technology Fund; and (c) the Restated Certificatewritten consent of Axxxx shall be necessary for any amendment or waiver of Section 2.9(c) (but only for so long as Axxxx has an observation right pursuant to Section 2.9(c)); provided further, that the immediately preceding clause (c) shall be amended only with the written consent of Preferred Stock outstanding (voting together as a single class and on an as-converted to common basis)Axxxx. The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power Registrable Securities that are held by Major Investors. Notwithstanding the foregoing, (as determined i) in accordance with Section IV(B)(5)(athe event that any amendment or waiver adversely affects the obligations or rights of the holders of Series B Preferred Stock in a different manner than the other Holders, such amendment or waiver shall also require the written consent of the holders of at least 66 2/3 % (sixty-six and two-thirds percent) of the Restated Certificate) then outstanding shares of Series B Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basisseparate class). The provisions of Section 3.10 may ; provided, however, that the immediately preceding clause shall be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoingholders of at least 66 2/3 % (sixty-six and two-thirds percent) of the then outstanding shares of Series B Preferred Stock (voting as a separate class); (ii) in the event that any amendment or waiver adversely affects the obligations or rights of the holders of Series C Preferred Stock in a different manner than the other Holders, this Agreement may not be amended such amendment or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without waiver shall also require the written consent of such Major Investorthe holders of at least 66 2/3 % (sixty-six and two-thirds percent) of the then outstanding shares of Series C Preferred Stock (voting as a separate class); provided, unless such amendmenthowever, termination, that the immediately preceding clause shall be amended only with the written consent of the holders of at least 66 2/3 % (sixty-six and two-thirds percent) of the then outstanding shares of Series C Preferred Stock (voting as a separate class); and (iii) in the event that any amendment or waiver applies to all Major Investors in adversely affects the same fashion (it being agreed that (i) a waiver obligations or rights of the provisions holders of Section 2.4 with respect to Series D Preferred Stock in a particular transaction different manner than the other Holders, such amendment or waiver shall also require the written consent of the holders of at least 66 2/3 % (sixty-six and two-thirds percent) of the then outstanding shares of Series D Preferred Stock (voting as a separate class); provided, however, that the immediately preceding clause shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement amended only with the Company, purchase securities in such transaction and (ii) any amendment written consent of the definition holders of Major Investor which would result in any Major Investor losing its status at least 66 2/3 % (sixty-six and two-thirds percent) of the then outstanding shares of Series D Preferred Stock (voting as a Major Investor shall require the consent of such adversely impacted Major Investorseparate class). Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegist rable Securities, each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.13.1, Section 2.23.2, Section 2.33.3, Section 2.4 3.4, Section 3.5 and 3.10Section 3.15) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least (a) a majority of the voting power then-outstanding shares of Series A Preferred Stock and (as determined in accordance with Section IV(B)(5)(ab) at least sixty percent (60%) of the Restated Certificate) then-outstanding shares of Series B Preferred Stock outstanding (voting together Stock, including either IW or KPCB, for such time and for so long as a single class IW and on an as-converted to common basis)KPCB are Major Investors. The provisions of Section 2.13.1, Section 2.23.2, Section 2.3 3.3, Section 3.4, Section 3.5 and Section 2.4 3.15 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding Registrable Securities that is are held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Novo A/S. Notwithstanding the foregoingInvestors; provided, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Major Investor without the written consent of such Major Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (iia) any amendment or waiver of the definition of Major Investor which would result in any Major Investor losing its status as a Major Investor Section 3.5(a) shall require the consent of NEA (for such adversely impacted time and for so long as NEA is a Major Investor), (b) any amendment or waiver of Section 3.5(b) shall require the consent of KPCB (for such time and for so long as KPCB is a Major Investor), (c) any amendment or waiver of Section 3.5(c) shall require the consent of IW (for such time and for so long as IW is a Major Investor) and (d) any amendment or waiver of Section 3.5(d) shall require the consent of Xxxxxx (for such time and for so long as Xxxxxx is a Major Investor). Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securities, Registrable Securities and each future holder of all such securitiesRegistrable Securities, regardless of whether any such party has consented thereto, and the Company. Notwithstanding this Section 3.7the foregoing, no (i) Schedule A hereto may be amended from time to time by the Company without the consent shall be of any other party as necessary to add holders reflect the Investors and the information contained therein, (ii) the provisions of Section 2 may not be amended without the consent of any Holder who is disproportionately and adversely affected by such amendment relative to other Holders and (iii) the provisions of the Company’s Preferred Stock as signatories to foregoing clause (ii) and this Agreement and to update Schedule A accordinglyclause (iii) may not be amended without the consent of all Holders.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any Unless otherwise specified herein, any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of each of the Company Company, the Expedia Shareholder and the holders of at least a majority Tiger Shareholders; provided, however, that the Expedia Shareholder shall not unreasonably withhold or delay its consent to the extent any such amendment or waiver is required in relation to additional equity financings of the voting power Company, except in the event that such amendment or waiver adversely affects the obligations or rights of the Expedia Shareholder, in which case no such amendment or waiver shall be effective against the Expedia Shareholder if the Expedia Shareholder has not consented to it in writing; provided, further, however, notwithstanding the foregoing or anything to the contrary herein, that in the event that such amendment or waiver adversely affects the obligations or rights of the Management Shareholders in a different manner than the other Holders, no such amendment or waiver shall be effective against any Management Shareholder which has not consented to such amendment or waiver; and provided further, however, notwithstanding the foregoing or anything to the contrary herein, that in the event that such amendment or waiver adversely affects the obligations or rights of the Other Investor Shareholders in a different manner than the other Holders, no such amendment or waiver shall be effective against any Other Investor Shareholder, which has not consented to such amendment or waiver in writing. Any amendment of Sections 3.7(a) (“Protective Provisions”), 3.12 (“Non-Disclosure and Proprietary Rights Assignment Agreements”), 3.13 (“Termination of Certain Rights”) or this Section 6.6 (as determined in accordance with Section IV(B)(5)(ait relates to those provisions) of this Agreement and any waiver of the Restated Certificateobservance of Sections 3.12 (“Non-Disclosure and Proprietary Rights Assignment Agreements”), 3.13 (“Termination of Certain Rights”) of Preferred Stock outstanding or this Section 6.6 (voting together as a single class it relates to those provisions and on an as-converted to common basis). The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance instance, and either retroactively or prospectively) only with shall require the written consent of the Company and the holders of at least a majority of the voting power then-outstanding Ordinary Shares then held by the Other Investor Shareholders. In addition, any amendment of, or waiver of the observance of, Sections 3.6(vii) (as determined in accordance with Section IV(B)(5)(a“Certain Actions of the Company”), 3.7(a)(i) (“Protective Provisions”), 3.8 (“Directors’ and Officers’ Insurance”), 3.12 (“Non-Disclosure and Proprietary Rights Assignment Agreements”), or 3.13 (“Termination of Certain Rights”) of the Restated Certificate) this Agreement or this sentence of Preferred Stock outstanding that is held by all of the Major Investors (voting together as a single class and on an as-converted to common basis). The provisions of this Section 3.10 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with 6.6 shall require the written consent of Novo A/S. Notwithstanding holders of a majority of the foregoingthen-outstanding Ordinary Shares then held by Sequoia. In addition, any amendment to Sections 3.9(a) (“Observation Rights”) or 3.13 (“Termination of Certain Rights”), with respect to Sections 3.7(a)(ii) (“Protective Provisions) and 3.9(a) (“Observation Rights”), of this Agreement may not be amended or terminated and any waiver of the observance of any term hereof may not be waived with respect to any Major Investor without this sentence of this Section 6.6 also shall require the written consent of such Major Investorholders of majority of the then-outstanding Ordinary Shares then held by Insight. In addition, unless such amendmentany amendment to Sections 3.9(b) (“Observation Rights”) or 3.13 (“Termination of Certain Rights”), terminationwith respect to Sections 3.7(a)(iii) (“Protective Provisions”) and 3.9(b) (“Observation Rights”), of this Agreement and any waiver of the observance of this sentence of this Section 6.6 also shall require the written consent of holders of majority of the then-outstanding Ordinary Shares then held by Accel. In addition, any amendment of, or waiver applies to all Major Investors in the same fashion (it being agreed that (i) a waiver of the provisions observance of, Sections 3.6(vii) (“Certain Actions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company”), purchase securities in such transaction 3.7(a)(iv) (“Protective Provisions”), 3.8 (“Directors’ and Officers’ Insurance”) or 3.13 (ii“Termination of Certain Rights”) any amendment of the definition this Agreement or this sentence of Major Investor which would result in any Major Investor losing its status as a Major Investor this Section 6.6 shall require the written consent of such adversely impacted Major Investor)holders of a majority of the then-outstanding Ordinary Shares then held by General Atlantic. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securitiesRegistrable Securities, each future holder of all such securitiesRegistrable Securities, and the Company. Notwithstanding this Section 3.7, no consent shall be necessary to add holders of the Company’s Preferred Stock as signatories to this Agreement and to update Schedule A accordingly.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits exhibits hereto, if any) constitutes and the documents referred to herein constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants, except as specifically set forth herein or therein. Any Without limiting the foregoing, this Agreement amends and restates the Existing Investors’ Rights Agreement in its entirety. Except as set forth herein, any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4 and 3.10) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) ), only with the written consent of the Company and the holders of at least a majority of the voting power Registrable Securities; provided, however, that (as determined i) any amendment of Section 2.1 that would result in accordance with Section IV(B)(5)(a) DST, Mitsui, Telefonica, Telstra or Macnica not having the status of the Restated Certificate) of Preferred Stock outstanding (voting together a Major Investor as a single class and on an as-converted to common basis). The provisions result of such amendment, or (ii) any waiver of Section 2.12.1 that only applies to DST, Section 2.2Mitsui, Telefonica, Telstra or Macnica, shall require the written consent of DST, Mitsui, Telefonica, Telstra or Macnica, as the case may be; provided, further, that any amendment or waiver of Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with shall require the written consent of the Company and the holders of at least a majority of the voting power (as determined in accordance with Section IV(B)(5)(a) of the Restated Certificate) of Preferred Stock outstanding that is Registrable Securities held by all of the Major Investors (voting together as a single class and on an as-converted shall be subject to common basis). The the provisions of Section 3.10 may be amended 2.3(h); provided, further, that any amendment or waived (either generally or in a particular instance and either retroactively or prospectivelywaiver of Section 2.3(h) only with shall require the written consent of Novo AMeritech Capital Partners IV L.P. (and its affiliated entities); provided, further, that any amendment or waiver of Section 2.3 that limits or removes the rights of the Series F Holders shall require the written consent of the holders of at least sixty-six and two/S. thirds percent (66 2/3%) of the Registrable Securities held by the Series F Holders; provided, further, that any amendment or waiver of Section 2.4 that limits or removes the rights of an Observer to the rights set forth herein shall require the written consent of the affiliated Observer Rights Holder; provided, further, that any amendment or waiver of Sections 1.2(a)(ii), 1.2(c)(3), 1.4 (to the extent that such amendment or waiver would prohibit any TPG Stockholder from exercising the right to request the Company file a Shelf Registration Statement thereunder), the last sentence of 1.14, 2.1 (to the extent such amendment or waiver would prohibit any TPG Stockholder that is a Series F Holder from exercising the rights of a Major Investor hereunder), 2.3 (to the extent such amendment or waiver would amend, waive, or limit the rights of any TPG Stockholder with respect to an offering of Additional Shares of Common Stock), 2.4 (to the extent such amendment or waiver would amend, waive, or limit the rights of any TPG Stockholder with respect to appoint an Observer), 2.6 (to the extent such amendment or waiver would amend, waive, or limit the rights of the member of the Board of Directors designated by TPG Bogota Holdings, L.P. or the Series F Preferred to be a member of all committees of the Board of Directors or, if not a member, to attend all such committee meetings), 2.9(b)(1), 2.9(d) or this proviso of Section 3.7 shall require the written consent of the holders of at least sixty-six and two/thirds percent (66-2/3%) of the Registrable Securities held by the TPG Stockholders; provided, further, that any amendment or waiver of Section 1.2(a)(i) or Section 2.3 shall require the prior written consent of the General Atlantic Stockholders (provided, that, notwithstanding the foregoing or anything to the contrary, in this proviso applicable to the General Atlantic Stockholders, Holders of at least sixty-six and two/thirds percent (66-2/3%) of the Registrable Securities shall be permitted to waive Section 2.3 for issuances of Additional Shares of Common Stock to operating companies or their related investment funds, provided that no venture capital fund, private equity fund or other fund or entity whose principal purpose is investment related (other than investment funds of operating companies) participates in such issuance); provided, further, that any amendment or waiver of Section 2.9(c) shall require the prior written consent of Intel Capital Corporation and Telstra; provided, further, that in the event that such amendment or waiver adversely affects the obligations or rights of the Founders or the Investors in a different manner than the other Holders, such amendment or waiver shall also require the written consent of the holders of a majority in interest of the Founders or the Investors, as applicable. Notwithstanding the foregoing, this Agreement may not be amended or terminated modified and the observance of any term hereof of this Agreement may not be waived with respect to any Major Investor without the written consent of such Major Investor, Investor unless such amendment, termination, modification or waiver (x) applies to all Major Investors in the same fashion fashion, (it being agreed that (iy) does not explicitly adversely affect such Investor in a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all Major manner differently than other Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction and (iiz) does not impose any amendment of the definition of Major additional obligations or liabilities on, or increases any liabilities or obligations of, such Investor which would result in any Major Investor losing its status as a Major Investor shall require the consent of such adversely impacted Major Investor)under Section 2.9. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder Holder of any securitiesRegistrable Securities, each future holder Holder of all such securities, any Registrable Securities and the Company. Notwithstanding the foregoing, the Company may amend this Section 3.7, no consent shall be necessary Agreement solely to add holders a party who after the date of this Agreement acquires shares of the Company’s Series F Preferred Stock as signatories pursuant to the terms of the Purchase Agreement. Any such additional party, by executing a counterpart signature page to this Agreement Agreement, shall become an Investor for all purposes and shall be bound by all of the applicable provisions under this Agreement. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each Holder of any Registrable Securities, each future Holder of any Registrable Securities and the Company. The Company shall give prompt written notice of any amendment or termination hereof or waiver hereunder to update Schedule A accordinglyany party hereto that did not consent in writing to such amendment, termination or waiver.