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 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 more than two-thirds of the Registrable Securities then outstanding; provided, however, that (a) in the event that such amendment or waiver adversely affects the obligations and/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 Common Stock of the Company held by 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company.

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 more than two-thirds at least a majority of the Registrable Securities then outstanding; provided, however, that voting power (aas determined in accordance with Section IV(B)(5)(a) in the event that such amendment or waiver adversely affects the obligations and/or rights of the Common Holders 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 different manner than the other Holders, such amendment particular instance and either retroactively or waiver shall also require prospectively) only with the written consent of the Company and the holders of at least a majority of the Common Stock voting power (as determined in accordance with Section IV(B)(5)(a) of the Company Restated Certificate) of Preferred Stock outstanding that is held by all of the Common Holders, Major Investors (b) in the event that such amendment or waiver adversely affects the obligations and/or rights of voting together as a single class and on an Investor in a manner materially different than the other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the as-converted to common basis). The provisions of Section 2.5 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 so as with respect to deprive Prospect Venture Partnersany Major Investor without the written consent of such Major Investor, Venrock Associatesunless such amendment, New Enterprise Associatestermination, or Atlas Venture Fund VIwaiver 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, L.P. 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 rights to designate directors thereunder without Major Investor losing its status as a Major Investor shall require the consent of such affected partyadversely impacted Major Investor). 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 Registrable Securitiessecurities, each future holder of all such Registrable Securities, each Common Holdersecurities, 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 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 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 more than two-thirds at least 60% of the Preferred Registrable Securities then outstanding; providedSecurities. Notwithstanding the foregoing, however(i) this Agreement may not be amended, that (a) and no provision hereof may be waived, in each case, in any way which would adversely affect the event that rights of any Holder hereunder in a manner disproportionate to any adverse effect such amendment or waiver adversely affects would have on the obligations and/or rights of the Common all other Holders in a different manner than the other Holdershereunder, such amendment or waiver shall without also require the written consent of the holders of a majority of the Common Stock of the Company held by the Common Holderssuch Holder, (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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (cii) the provisions of Section 2.5 may Sections 2.5, 2.6 and 2.7 shall not be amended or waived so as terminated, and the observance of any term thereof may not be waived, without the written consent of each of the majority of the Preferred C Investors, 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 deprive Prospect Venture Partnersany party hereto that did not consent in writing to such amendment, Venrock Associates, New Enterprise Associatestermination, or Atlas Venture Fund VIwaiver. No waivers of or exceptions to any term, L.P. condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any rights to designate directors thereunder without the consent of such affected partyterm, condition, or provision. 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 Registrable Securitiesthe Investors, each the Founder, their future holder of all such Registrable Securities, each Common Holder, transferees and the Company.

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 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 Company and party against whom enforcement of any such waiver is sought. No amendment to or waiver under this Agreement that increases the holders of more than two-thirds obligations of the Registrable Securities then outstanding; providedCompany, however, that (a) in the event that such amendment reduces or waiver adversely affects the obligations and/or waives any rights of the Common Holders in a different manner than Company or modifies or changes the other Holders, such amendment or waiver shall also require limitations and obligations that are subject to the written consent fiduciary duties of the holders Board of Directors shall be effective unless the same shall have been duly authorized by the consent of a majority of the Common Stock Independent directors of the Company held by 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company.

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 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 more than two-thirds a majority of the Registrable Securities then outstanding; providedoutstanding Series D Preferred Stock which majority must include [***]. Notwithstanding the foregoing, however[***]. Any amendment, that (a) in the event that such amendment modification, termination or waiver adversely affects so effected shall be binding upon all the obligations and/or rights of Parties hereto and 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. Notwithstanding the Common Holders in a different manner than foregoing, any provision hereof may be waived by the other Holderswaiving Party on such Party’s behalf, such amendment or waiver shall also require without the written consent of any other Party. Notwithstanding the holders of a majority of the Common Stock of the Company held by the Common Holdersforegoing, (bi) 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 this Agreement may not be amended amended, modified or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. terminated and the observance of any rights term hereof may not be waived with respect to designate directors thereunder any Investor without the written consent of such affected party. Any Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion, (ii) no amendment or modification to, or waiver effected in accordance with or termination of, this paragraph Agreement, (including any waiver of the Right of First Offer by the requisite percentage set forth in this Section 3.7merger, consolidation or otherwise) shall be binding upon each holder of effective as to any Registrable 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 Registrable SecuritiesInvestor or would otherwise restrict, each Common Holderor would reasonably be expected to otherwise restrict, and the Companysuch 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 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 more than two-thirds Investors holding a majority of the Registrable Securities then outstandingSecurities; provided, however, that (ai) in the event that such amendment or waiver adversely affects the obligations and/or or rights of the Common Holders with respect to Section 2.2 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, (ii) any amendment or waiver of Section 2.6 to remove Xxx Xxxxxxxxx as an Observing Party while the conditions for his service as an Observing Party set forth in Section 2.6 are satisfied shall require the written consent of either Xxx Xxxxxxxxx or holders of a majority of the Common Stock of the Company held by the holders of Common HoldersStock other than Xxx Xxxxxxxxx and his affiliates, and (biii) in the event that such any amendment or waiver adversely affects the obligations and/or rights of an Investor in a manner materially different than the other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 may not be amended or waived so 2.6 to remove Xxxxx XxXxx as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without an Observing Party shall require the written consent of such affected partyeither 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 (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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, Securities and the Company. Notwithstanding 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 2.4 with respect to a particular transaction shall be deemed to 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, purchase securities in such transaction).

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 Section 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 more than two-thirds Investors holding at least sixty percent (60%) of the 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, then outstandingthe 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 Major Investors holding at least sixty percent (60%) of the Registrable Securities that are held by all of the Major Investors (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 (a60%) 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 “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 basis (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like). The provisions of Section 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 the Company and holders of a majority of the Common Stock issued or issuable upon conversion of Series C Preferred Stock. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities, each future holder of all such Registrable Securities and the Company. Further, in the event that any amendment or waiver under this Section 3.7 adversely affects the obligations and/or or rights of the Common Key Holders in a different manner than the other Holders, such amendment or waiver shall also require the written consent of the holders of Key Holders holding at least a majority of the Common Stock of the Company Registrable Securities held by the Common Key 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company.

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 and Section 2.4) 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 more than two-thirds a majority of the Registrable Securities then outstandingSecurities; providedprovided 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 (a) 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 Stock of the Company held by the Common Holders, Holders or Lenders (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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the as applicable). The provisions of Section 2.5 2.1 and Section 2.3 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, (either generally or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without in a particular instance and either retroactively or prospectively) only with the written consent of such affected partythe 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 a majority of the Registrable Securities held by Major Investors. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company.

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 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 Shareholders holding (i) 66K% of all shares of Common Stock, on a fully diluted basis and (ii) 66K% of the Company and the holders shares of more than two-thirds of the Registrable Securities then outstandingCommon Stock, on a fully diluted basis, adversely affected by any such amendment, action, omission or waiver; provided, however, that (a) in the event that such amendment any amendment, action, omission or waiver adversely affects the obligations and/or affecting any rights of the Common Holders in a different manner than the other Holders, such amendment Shareholders under Sections 3 or waiver 6 shall also require the written consent or written waiver of Shareholders holding 90% of the holders shares of Common Stock, on a majority of the Common Stock of the Company held fully diluted basis, adversely affected by the Common Holdersany such amendment, (b) in the event action, omission or waiver; PROVIDED that such amendment Shareholder shall be given five (5) days advance notice of any such proposed amendment, action, omission or waiver adversely affects the obligations and/or rights of an Investor in a manner materially different than the other Investorswaiver; and PROVIDED, FURTHER, that such amendment consent or waiver shall not be binding on such differently affected Investor without its written consent; effective only in the specific instance and (c) for the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Companyspecific purpose for which given.

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 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 more than at least two-thirds of the Registrable Securities then outstanding; provided, however, that (a) in Securities. Notwithstanding the event that such amendment or waiver adversely affects the obligations and/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 Common Stock of the Company held by the Common Holdersforegoing, (bx) 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 this Agreement may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. terminated and the observance of any rights term hereunder may not be waived with respect to designate directors thereunder any Holder without the written consent of such Holder unless such amendment, termination or waiver applies to all Holders in the same fashion (it being agreed that 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, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction) and does not treat holders of different series of Preferred Stock differently and (y) Section 2.7 hereof may not be amended without the consent of such affected party. Novo A/S. 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 Holder of any Registrable Securities, each future holder Holder of all such Registrable Securities, each Common Holder, and the Company. Notwithstanding the foregoing, 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 “Investors” by delivery to the Company of a signature page hereto without the need for any amendment 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 and Section 2.4) 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 sixty six and two thirds percent (66-23%) of the Registrable Securities on 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 more than twoat least sixty six and two thirds percent (66-thirds 2/3%) of the Registrable Securities then outstanding; provided, however, that (a) in the event that such amendment or waiver adversely affects the obligations and/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 Common Stock of the Company are held by Major Investors. In addition to the Common Holdersforegoing, (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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (ci) the provisions of Section 2.5 1.1(b) and the portion of Section 2.1 relating expressly to BioStratum may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. and the observance of any rights to designate directors thereunder without term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of such affected partyBioStratum (or, in the event of a BioStratum Dissolution, 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 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 Vanderbilt. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company. The Prior Agreement is hereby amended and restated in its entirety and shall be of no further force or effect.

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 and 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 of more than two-thirds of the Registrable Securities then outstandingSupermajority Noteholders; provided, however, that (a) in any amendment or waiver that adversely affects the event that rights of any Lender under this Agreement differently than such amendment or waiver adversely affects the obligations and/or rights of the Common Holders in a different manner than the any other HoldersLender under this Agreement (any such Lender, such amendment or waiver an “Adversely Affected Lender”) shall also require the approval of each Adversely Affected Lender; and provided further, that this Agreement may not be amended prior to the date that is ten days after the date of this Agreement without the prior written consent of the holders of a majority Company and the Lenders with an aggregate Total Commitment Amount equal to at least 66.67% of the Common Stock aggregate Total Commitment Amounts of the Company held by 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such affected partyall Lenders. Any waiver or 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 (i) each party to this Agreement, (ii) each holder of any Registrable Securities, Note purchased under this Agreement at the time outstanding and (iii) each future holder of all such Registrable Securities, each Common Holder, and the CompanyNotes.

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 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 more than two-thirds of Majority in Interest and the Registrable Securities then outstandingInvestor 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 (a) in the event that such amendment or waiver adversely affects the obligations and/or rights of the Common Holders in if and only if Investor is a different manner than the other HoldersMajor Investor), such amendment or waiver shall also require the written consent of the holders of a majority of the Common Stock of the Company held by the Common Holders5.3, (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 other Investors5.5, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; 5.12 and (c) the provisions of Section 2.5 5.13 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the written consent of such affected partythe Investor. Any waiver or 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) 5.13 shall be binding upon the Company and each holder current and future member of the J-KISS Group. . 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. . Each Holder acknowledges that it is not relying upon any person, firm, 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. Each Holder agrees that no other Holder nor the respective controlling persons, officers, directors, partners, agents, stockholders or employees of any Registrable Securities, each future holder other Holder shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of all such Registrable Securities, each Common Holder, them in connection with the purchase and sale of the CompanyJ-KISSes.

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 Section 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 more than two-thirds Investors holding at least a majority of the Registrable Securities then outstanding; providedSecurities, howeverprovided that, that (a) in the event that such amendment or waiver adversely affects the obligations and/or rights of the Common Holders in a different manner than the other Holders, no such amendment or waiver shall also require apply differently and adversely to any series of Preferred Stock 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 (or 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, Section 2.4 and Section 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 Major Investors holding a majority of the Registrable Securities that are held by all of the Major Investors. Notwithstanding the foregoing, with respect to Section 2.5, (i) no amendment or waiver that would have a 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 (ii) such Section may not be amended or waived (either generally or in a particular instance and either retroactively or prospectively) without the written consent of the holders of at least a majority of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, 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 of any of the Company held by the Common Holdersprovisions of Section 2.5 with respect to a particular offering of Shares, (b) in the event that any Major Investor actually purchases any such Shares in such offering, then each other Major Investor shall be permitted to participate in such offering on a pro rata basis (based on the pro rata level of participation of the 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 2.5. Notwithstanding the foregoing, if any amendment or waiver by its terms materially and adversely affects the obligations and/or rights of an any Major Investor in a different and disproportionate manner materially different than relative to the other InvestorsMajor Investors of the same class or series of capital stock, such amendment or waiver shall not must be binding on approved in writing by such differently adversely affected Investor without its written consent; and (c) the provisions of Section 2.5 may not Major Investor, in order to be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of effective against such affected partyMajor Investor. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, Securities and the Company.

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 Section 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 more than two-thirds Investors holding a majority of the Registrable Securities then outstandingCommon Stock held by all Investors (assuming full conversion, exchange and exercise of all Company securities convertible, exchangeable or exercisable into shares of Common Stock); provided, however, that (a) in the event that such amendment or waiver adversely affects the obligations and/or 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 Common Holders holding a majority of the shares of Common Stock of the Company held by the all Common Holders, (b) in the event Holders provided that such amendment or waiver amendments that merely add additional Investors to this Agreement shall not by itself be deemed as adversely affects affecting the obligations and/or or rights of an Investor common Holders in a different manner materially different than the other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the holders. The provisions of Section 2.5 2.1, Section 2.2, Section 2.3, and Section 2.4 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, (either generally or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without in a particular instance and either retroactively or prospectively) only with the written consent of such affected partythe Company and the Major Investors holding a majority of the shares of Common Stock that are held by all of the Major Investors (assuming full conversion, exchange and exercise of all Company securities held by the Major Investors that are convertible, exchangeable or exercisable into shares of Common Stock). The provisions of Section 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 the Company 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 sentence 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 GIC. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, Securities and the Company.

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 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 more than two-thirds Investors holding a majority in interest of the then outstanding Registrable Securities then outstandingSecurities; provided, however, that (a) in the event that such amendment or waiver adversely affects the obligations and/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 Common Holders holding a majority of the Common Stock of the Company Registrable Securities held by the Common Holders; provided, (b) however, that 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 other Major Investors, such amendment or waiver shall not also require the written consent of the Major Investors holding a majority of the Preferred Stock (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 binding on held to secure such rights) (other than as a result of any stock dividend, combination, split, reclassification or the like), in each case, without a corresponding modification to the obligations, rights, privileges or restrictions held by each other Investor or Major Investor, as the case may be, shall require the prior written consent of each such differently affected Investor without its or Major Investor, as the case may be; provided further, that any waiver or 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 prior written consentconsent of such Investors; and (c) the provisions provided further, that any Common Holder or Investor may waive any of Section 2.5 may not be amended such Common Holder’s or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any Investor’s own rights to designate directors thereunder hereunder without obtaining the consent of such affected partyany other Common Holders or Investors, as applicable. 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) 3.7 shall be binding upon each holder Holder of any Registrable Securities, each future holder Holder of all such any Registrable Securities, each Common Holder, Securities and the Company. Notwithstanding anything in this Agreement to the contrary, the Company may amend this Agreement solely to add a party who after the date of this Agreement acquires shares of the Company’s Series H Preferred Stock pursuant to the terms of the Series H Agreement. Any such additional party, by executing a counterpart signature page to this Agreement, shall become an Investor for all purposes and shall 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 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 more than twoInvestors holding at least sixty-thirds seven percent (67%) of the voting power of all Registrable Securities then outstandingheld by Investors; provided, however, 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) in Section 2.4 of this Agreement may only be amended or terminated and the event that such amendment observance of Section 2.4 of this Agreement may be waived (either generally or waiver adversely affects the obligations and/or rights of the Common Holders in a different manner than the other Holders, such amendment particular instance and either retroactively or waiver shall also require prospectively) only with the written consent of the holders of Company and RFR Offerees holding a majority of the Common Stock voting power of the Company all outstanding shares of capital stock then held by the Common Holdersall RFR Offerees; provided, (b) in the event however, that such amendment or waiver adversely affects the obligations and/or rights Section 2.4 of an Investor in a manner materially different than the other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 this Agreement may not be amended or terminated and the observance of Section 2.4 of this Agreement may not be waived so as with respect to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder RFR Offeree without the written consent of such affected party. RFR Offeree unless such amendment, termination or waiver applies to all RFR Offerees in the same fashion (it being agreed that a waiver of the provisions of Section 2.4 with respect to a particular transaction shall be deemed to apply to all RFR Offerees in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain RFR Offerees may nonetheless, by agreement with the Company, purchase securities in such transaction) and (b) 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 Company and Foresite Capital Fund I, L.P. Any amendment amendment, termination 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, Founder and the Company.

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 and Section 2.4) 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 more than two-thirds at least a majority of the Registrable Securities then outstandingSecurities; provided, however, that (a) in the event that such amendment or waiver adversely affects the obligations and/or 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 in interest of the Common Stock of the Company held by the Common Holders; provided, (b) further, however, that in the event that such amendment or waiver adversely affects the obligations and/or or rights of an Investor Executive in a different manner materially different than the other InvestorsHolders, such amendment or waiver shall not be binding on such differently affected Investor without its also require the written consent; and (c) the consent of Executive. The provisions of Section 2.5 2.1, Section 2.2, Section 2.3, Section 2.4 and Section 2.12 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without only with the written consent of such affected partythe Company and the holders of at least a majority of the Registrable Securities that are held by Major Investors (including, solely in the case of Section 2.12, each holder of more than 9,000,000 shares of Preferred Stock, as adjusted for stock splits, stock dividends, combinations or the like)). 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company.”

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 Except as set forth below, any term of this Agreement 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 (a) the Company, (b) Common Holders holding a majority of the Registrable Securities held by Common Holders who are then providing services to the Company as employees or consultants in good standing (with it being understood that a non-natural Person that holds shares and is affiliated with a Common Holder will be deemed to be providing services to the Company as an employee or consultant in good standing if such Common Holder is providing services to the Company as employee or consultant in good standing), only with and (c) Investors holding a majority of the Registrable Securities held by Investors. For the avoidance of doubt, the SoftBank Voting Covenants (as defined in the Voting Agreement) shall apply to the written consent described in the foregoing sentence. Notwithstanding the foregoing: (i) Subject to the following clauses (iii) through (vi), this clause (i), the provisions of Section 3.1, Section 3.2, Section 3.3 and Sections 3.4(a) through (e), and (g) may not be amended or waived (either generally or in a particular instance and either retroactively or prospectively) without the written consent of the Company and the holders of more than two-thirds Major Investors holding a majority of the Registrable Securities then outstandingheld by all of the Major Investors; provided, however, that any waiver of the provisions of Section 3.4 shall only be effective (a) in with respect to the event that Major Investors holding shares of Series F Registrable Securities (solely with respect to the Series F Registrable Securities held by such amendment or waiver adversely affects the obligations and/or rights of the Common Holders in a different manner than the other Holders, Major Investors) if such amendment or waiver shall also require written consent includes the written consent of the holders of a majority Major Investors holding at least two-thirds (2/3) of the Common Stock of the Company Series F Registrable Securities held by the Common Holdersall Major Investors, and (b) with respect to the Major Investors holding shares of Series G Registrable Securities (solely with respect to the Series G Registrable Securities held by such Major Investors) if such written consent includes the written consent of the Major Investors holding at least two-thirds (2/3) of the Series G Registrable Securities held by all Major Investors. For the avoidance of doubt, the SoftBank Voting Covenants shall not apply to the written consent described 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; foregoing sentence. (ii) This clause (ii) and (c) the provisions of Section 2.5 2.11 may not be amended or waived (either generally or in a particular instance and either retroactively or prospectively) without the written consent of the Preferred Majority (as defined in the Restated Certificate). For the avoidance of doubt, the SoftBank Voting Covenants shall apply to the written consent described in the foregoing sentence. (iii) This clause (iii), Section 1(t)(ii), Section 2.12, Section 3.1, Section 3.2, Section 3.3, Section 3.4 (for so long as SoftBank is a Major Investor), Section 3.5 (for so long as SoftBank is entitled to deprive Prospect Venture Partnersnominate the Series E Director pursuant to the Voting Agreement), Venrock AssociatesSection 3.6(a), New Enterprise AssociatesSection 3.7 (for so long as SoftBank is entitled to nominate the Series E Director pursuant to the Voting Agreement), Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, the first sentence of Section 3.15 (to the extent it applies to Section 3.5, 3.6(a) or Atlas Venture Fund VI3.7), L.P. the last sentence of Section 3.15, all references to the SoftBank Voting Covenants and the definitions of “SoftBank,” “Minimum Ownership Threshold,” and “Ownership Cap” may not amended or waived (either generally or in a particular instance and either retroactively or prospectively) in a manner adverse to SoftBank without the written consent of SoftBank. For the avoidance of doubt, the SoftBank Voting Covenants shall not apply to the written consent described in the foregoing sentence. (iv) For so long as any Wellington Investor holds any shares of Registrable Securities, (A) the definitions of “Wellington” and “Wellington Investors” may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Wellington Investors holding a majority of the Registrable Securities then held by all of the Wellington Investors, and (B) Section 2.12 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) in a manner adverse to the Wellington Investors only with the written consent of the Wellington Investors holding a majority of the Registrable Securities then held by all of the Wellington Investors. (v) For so long as any Fidelity Investor holds any shares of Registrable Securities, (A) the definitions of “Affiliate” (as it relates to a Fidelity Investor), “Fidelity” and “Fidelity Investor” may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Fidelity Investors holding a majority of the Registrable Securities then held by all of the Fidelity Investors, (B) Section 2.12 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) in a manner adverse to the Fidelity Investors only with the written consent of the Fidelity Investors holding a majority of the Registrable Securities then held by all of the Fidelity Investors and (C) the definition of “Regulated Investor” and Section 3.11 (as it relates to a Regulated Investor) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Fidelity Investors holding a majority of the Registrable Securities then held by all of the Fidelity Investors. (vi) For so long as QIA is a Major Investor, Section 3.1(a)(B), Section 3.4, Section 3.6(b), Section 3.14, the first sentence of Section 3.15 (to the extent it applies to Section 3.6(b) and Section 3.14(b) and (d)), the second sentence of Section 3.15 (to the extent it applies to Section 3.14(c)), this clause (vi), and the definitions of “QIA,” and “Ownership Cap” may not amended or waived (either generally or in a particular instance and either retroactively or prospectively) in a manner adverse to QIA without the written consent of QIA. (vii) The consent of the Common Holders shall not be required for any amendment or waiver if such amendment or waiver does not apply to the Common Holders. (viii) No waiver of the rights to designate directors thereunder without of the Investors hereunder shall require the consent of the Company. (ix) Any amendment or waiver that applies to an Investor or Holder in a different fashion than it applies to other Investors or Holders, respectively, shall require the written consent of such affected partyInvestor or Holder to be effective as to such Investor or Holder. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party to this Agreement that did not consent in writing thereto. 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 (or the applicable) Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, Securities and the Company. Notwithstanding the foregoing, any provision hereof may be waived by a party on such party’s own behalf, without the written consent of any other party. Upon the effectiveness of this Agreement, the Prior Agreement shall be superseded and replaced in its entirety by this Agreement and shall be of no 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, Section 2.3 and Section 2.4) 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 more than two-thirds Investors holding a majority of the Registrable Securities then outstandingSecurities; provided, however, that (a) in the event that such amendment or waiver adversely affects the obligations and/or 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 Common Holders holding a majority of the shares of Common Stock of the Company held by the all such 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the . The provisions of Section 2.5 2.1, Section 2.2, Section 2.3 and Section 2.4 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, (either generally or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities that are held by all of the Major Investors; provided however that in the event the rights set forth in Section 2.4 hereof are amended or waived (or Shares are deemed not to be subject to Section 2.4 hereof as a result of the vote set forth in Section 2.4(d)) with respect to or otherwise related to an issuance of securities of the Company, if any Major Investor (or its Affiliates), purchase securities in such affected partytransaction, then each Major Investor shall have a pro rata right (as described in Section 2.4(b)), based on the level of participation of the Major Investor purchasing the largest portion of such Major Investor’s pro rata share, to purchase securities in such transaction. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, Securities and the Company.

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 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 more than two-thirds a majority of the Registrable Securities then outstandingSecurities; provided, however, provided that (a) in the event that such amendment or waiver adversely affects the obligations and/or or rights of the Common Holders any Investor or group of Investors in a different an adverse and disproportionate manner than the when compared to other HoldersShareholders or Investors, such amendment or waiver shall also require the written consent of the holders of Investors holding in the aggregate a majority of the Common Stock of the Company Registrable Securities then held by the Common Holders, (b) in the event that Investors and affected by such amendment or waiver adversely affects the obligations and/or rights of an Investor in (considered as a manner materially different than the other Investorssingle class), such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (cb) the provisions any amendment (A) to sub-section (a) of Section 2.5 may not be amended 1.1.17 (Initiating Holders), (B) to 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 waived so as 3.7 (Termination of Information and Inspection Covenants), (E) which otherwise substantially defeats the rights granted to deprive Prospect Venture Partnersthe Investors under Sections 2.1 (Piggyback Registration), Venrock Associates2.2 (Demand Registration), New Enterprise Associates2.6 (Expenses of Registration), or Atlas Venture Fund VI2.11 (Assignment of Registration Rights), L.P. 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 designate directors thereunder without the consent Investors), shall also require the approval of such affected partyInvestors holding in the aggregate a majority of the Registrable Securities then held by the Investors (considered as a single class). 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 Registrable Securities, each the parties and their respective future holder of all such Registrable Securities, each Common Holder, and the Companytransferees.

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 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 more than two-thirds at least 66% of the then outstanding Registrable Securities then outstandingissued or issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock; provided, however, that (a) in the event that such amendment if an amendment, modification or waiver adversely affects would terminate the obligations and/or rights of the Common Holders in Founders or, based on a different manner than facial reading of the other Holdersproposed amendment, such amendment modification or waiver shall also require waiver, materially and adversely affect the rights of the Founders, the written consent of the holders of Founders holding a majority of the Common Stock of the Company held by the Common HoldersFounder Securities then outstanding shall be also required for such amendment, (b) in the event that such amendment modification or waiver adversely affects the obligations and/or rights of an Investor in a manner materially different than the other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such affected partywaiver. Any amendment amendment, modification 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 Founder, each holder of any Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, Securities and the Company. Each Holder acknowledges that by the operation of this paragraph, the holders of at least 66% of the then outstanding Registrable Securities issued or issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock will have the right and power to diminish or eliminate all rights of such Holder under this Agreement.

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 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 more than two-thirds Investors holding at least a majority of the Registrable Securities then outstanding; providedprovided that Sections 2.10 and 2.11 of this Agreement may only be amended and the observance of such terms may only be waived (either generally or in a particular instance and either retroactively or prospectively) by Yahoo!, however, that (a) in the event that such amendment or waiver adversely affects the obligations and/or rights Investors holding at least a majority of the Common Holders Registrable Securities then outstanding and the Company; provided further that Section 1.13 of this Agreement may only be amended and the observance of such terms may only be waived on behalf of the Investors (either generally or in a different manner than the other Holders, such amendment particular instance and either retroactively or waiver shall also require the written consent of prospectively) by the holders of a majority of the Common shares of Series D Preferred Stock then outstanding, the Company and the Investors holding at least a majority of the Company held Registrable Securities then outstanding; and provided further that any waiver of Section 2.4 of this Agreement by Investors holding at least a majority of the Common Registrable Securities then outstanding (the “Waiving 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 other Investors, such amendment or waiver 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 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 binding on each Investor whether or not such differently affected Investor without its written consent; has expressly agreed to such partial and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such affected partyproportionate waiver. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, Securities and the Company. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such 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 group 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, 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 3.1, Section 3.2, Section 3.3, Section 3.4, Section 3.5 and Section 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 more than two-thirds a majority of the Registrable Securities then outstanding; providedSecurities. The provisions of Section 3.1, however, that Section 3.2 and Section 3.3 may be amended or waived (a) in the event that such amendment either generally or waiver adversely affects the obligations and/or rights of the Common Holders in a different manner than the other Holders, such amendment particular instance and either retroactively or waiver shall also require prospectively) only with the written consent of the Company and the holders of a majority of the Common Stock Registrable Securities that are held by Major Investors. The provisions of Section 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 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 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 affected adversely and in a manner differently for this purpose merely because of the Common Holders, (b) difference in the event amounts of respective issue prices and liquidation preferences that arise from the differences in the original issue price of such Investor’s or group of Investors’ Preferred Stock vis-à-vis another Investor’s or group of Investors’ Preferred Stock), unless such amendment or waiver is agreed to in writing by such adversely affects affected Investor or the obligations and/or rights holders of an Investor a majority of Registrable Securities held by such group of adversely affected Investors. The Company shall give prompt notice of any amendment or waiver hereunder to any party hereto that did not consent in a manner materially different than the other Investors, writing to such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such affected partywaiver. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company.

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, Section 2.7 and Section 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 more than two-thirds a majority of the Registrable Securities then outstanding; provided. The provisions of Section 2.1, howeverSection 2.2, that Section 2.3 and Section 2.4 may be amended or waived (a) in the event that such amendment either generally or waiver adversely affects the obligations and/or rights of the Common Holders in a different manner than the other Holders, such amendment particular instance and either retroactively or waiver shall also require prospectively) only with the written consent of the Company and the holders of a majority of the Common Stock Registrable Securities outstanding that are held by Major Investors; provided, however, that notwithstanding anything to the contrary contained herein, the observance of the Company held by the Common Holders, (b) in the event that such amendment or waiver adversely affects the obligations and/or rights terms of an Investor in a manner materially different than the other Investors, such amendment or waiver Section 2.4 of this Agreement shall not be binding on such differently affected Investor without its written consent; and (c) waived, as they apply to any Major Investor, in connection with any offering of Shares by the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture PartnersCompany, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the prior written consent of such affected partyMajor Investor, if any Major Investor approving such waiver is purchasing Shares in such offering. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company. Notwithstanding the foregoing, any amendment or waiver to this Agreement that by its stated terms treats an Investor in a disproportionately adverse manner relative to the other Investors will require such Investor’s written consent.

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 3.1, Section 3.2, Section 3.3, Section 3.4, Section 3.5 and Section 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 more than two-thirds of the Registrable Securities then outstanding; provided, however, that (a) in the event that such amendment or waiver adversely affects the obligations and/or rights a majority of the Common Holders then-outstanding shares of Series A Preferred Stock and (b) at least sixty percent (60%) of the then-outstanding shares of Series B Preferred Stock, including either IW or KPCB, for such time and for so long as IW and KPCB are Major Investors. The provisions of Section 3.1, Section 3.2, Section 3.3, Section 3.4, Section 3.5 and Section 3.15 may be amended or waived (either generally or in a different manner than the other Holders, such amendment particular instance and either retroactively or waiver shall also require prospectively) only with the written consent of the Company and the holders of a majority of the Common Stock of the Company Registrable Securities that are held by Major Investors; provided, that (a) any amendment or waiver of Section 3.5(a) shall require the Common Holdersconsent of NEA (for such time and for so long as NEA is a Major Investor), (b) in the event that such any amendment or waiver adversely affects of Section 3.5(b) shall require the obligations and/or rights consent of an Investor in KPCB (for such time and for so long as KPCB is a manner materially different than the other InvestorsMajor Investor), such (c) any amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without 3.5(c) shall require the consent of IW (for such affected partytime 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 (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 Registrable Securities, Securities and each future holder of all such Registrable Securities, each Common Holderregardless of whether any such party has consented thereto, and the Company. Notwithstanding the foregoing, (i) Schedule A hereto may be amended from time to time by the Company without the consent of any other party as necessary to 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 foregoing clause (ii) and this clause (iii) may not be amended without the consent of all Holders.

Entire Agreement; Amendments and Waivers. (A) This Agreement (including and the Exhibits hereto, if any) constitutes other Documents constitute the full and entire understanding and agreement among between the parties with regard to and there are no promises expressed or implied unless contained herein and therein. This Agreement and the subjects hereof other Documents supersede all prior negotiations, understandings and thereof. Any term agreements of the parties hereto and thereto in respect of the transactions contemplated hereby, including those expressed in any commitment or proposal letter. (B) No amendment or waiver of any provision of this Agreement may or any other Document, and no consent with respect to any departure by any Borrower therefrom, shall be amended effective unless the same shall be in writing and signed by the observance Majority Banks (or by Agent at the written request of the Majority Banks) and Borrower and acknowledged by Agent, and then any term of this Agreement may such waiver or consent shall be waived (either generally or effective only in a particular the specific instance and either retroactively or prospectively), only with for the written consent of the Company and the holders of more than two-thirds of the Registrable Securities then outstandingspecific purpose for which given; provided, however, that (a) no such waiver, amendment, or consent shall, unless in writing and signed by all the event that such amendment or waiver adversely affects the obligations and/or rights Banks and Borrower and acknowledged by Agent, do any of the Common Holders in a different manner than following: (i) increase or extend the Commitment of any Bank; (ii) postpone or delay any date fixed by this Agreement or any other HoldersDocument for, such amendment or waiver shall also require reduce the written consent amount of, any repayment or prepayment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Document; (iii) reduce the principal of, or the rate of interest specified herein on any Loan, or any fees or other amounts payable hereunder or under any other Document; (iv) change the percentage of the holders of a majority Commitments or of the Common Stock aggregate unpaid principal amount of the Company Loans which is required for the Banks or any of them to take any action hereunder; (v) amend this Section 11.02, or any provision herein providing for consent or other action by all Banks; (vi) change the definition of "Majority Banks"; or (vii) release any lien granted to or held by Agent under any Document, except and to the Common Holdersextent expressly permitted under Section 10.11. and, (b) provided, further, that no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to all the event that such amendment Banks, affect the rights or waiver adversely affects the obligations and/or rights duties of an Investor in a manner materially different than the Agent under this Agreement or any other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the CompanyDocument.

Entire Agreement; Amendments and Waivers. (a) 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. . (b) Any term of this Agreement may be amended 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 more than two-thirds of the Registrable Securities then outstanding; provided, however, that (a) in the event that such amendment or waiver adversely affects the obligations and/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 at least a majority of the Common Stock outstanding Registrable Securities (excluding any of such shares that have been sold to the Company held by the Common Holderspublic or pursuant to Rule 144), (b) in the event provided that such amendment or waiver adversely affects the obligations and/or rights of an Investor in a manner materially different than the other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 3 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. in accordance with the terms of any rights to designate directors thereunder without the consent of such affected partySection 3(d)(ii). 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company. Each Investor acknowledges that by the operation of this paragraph, the holders of a majority of the outstanding Registrable Securities (excluding any of such shares that have been sold to the public or pursuant to Rule 144) will have the right and power to diminish or eliminate all rights of such Investor under this Agreement. (c) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series B Preferred Stock after the date hereof pursuant to the Series B Purchase Agreement, any purchaser of such shares of Series B Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Holder, so long as such additional Holder has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.

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 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 more than at least two-thirds of the Registrable Securities then outstanding; provided, however, that (a) in Securities. Notwithstanding the event that such amendment or waiver adversely affects the obligations and/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 Common Stock of the Company held by the Common Holdersforegoing, (bx) 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 this Agreement may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. terminated and the observance of any rights term hereunder may not be waived with respect to designate directors thereunder any Holder without the written consent of such Holder unless such amendment, termination or waiver applies to all Holders in the same fashion (it being agreed that 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, notwithstanding the fact that certain Major Investors may nonetheless, by agreement with the Company, purchase securities in such transaction) and does not treat holders of different series of Preferred Stock differently and (y) Section 2.7 hereof may not be amended without the consent of such affected party. Novo A/S. 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 Holder of any Registrable Securities, each future holder Holder of all such Registrable Securities, each Common Holder, and the Company.

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 and Section 2.3) 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 Holders of more than two-thirds 75% of the Registrable Securities then outstanding; providedSecurities. The provisions of Section 2.1, however, that Section 2.2 and Section 2.3 may be amended or waived (a) in the event that such amendment either generally or waiver adversely affects the obligations and/or rights of the Common Holders in a different manner than the other Holders, such amendment particular instance and either retroactively or waiver shall also require prospectively) only with the written consent of the holders Company and the Holders of a majority 75% of the Common Stock of the Company Registrable Securities that are held by 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 other Major Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, Securities and the Company. Notwithstanding anything to the contrary in this Section 3.7, neither this Agreement nor any provision hereof shall be amended or waived to the detriment of Dxxx vis-à-vis Silicon Valley Internet Capital, LLC (“SVIC”) or an SVIC Affiliate, without the prior written consent of Dxxx (“SVIC Affiliate” is herein defined as 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 be to the detriment of Dxxx vis-à-vis SVIC.

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 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 more than two-thirds a majority of the Registrable Securities then outstandingSecurities; provided, provided however, that (a) in so long as the event that such amendment White Rabbit Stockholders hold any Registrable Securities, no amendment, modification or waiver adversely affects of any provision of this Agreement shall be made without the obligations and/or rights of the Common Holders in a different manner than the other Holders, such amendment or waiver shall also require the prior written consent of the holders of White Rabbit Stockholders holding not less than a majority of the Common Stock of the Company Registrable Shares then held by the Common HoldersWhite Rabbit Stockholders and their permitted assigns under Section 1.11, (b) in if the event that effect of such amendment amendment, modification or waiver adversely affects would increase the obligations and/or obligation of the White Rabbit Stockholders or such permitted assigns, or reduce or subordinate the rights of an Investor the White Rabbit Stockholders or such permitted assigns, in either case in a manner materially different than from the effect on the other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions Holders of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such affected partyRegistrable Securities. 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) 3.7 shall be binding upon each holder of any Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company.. Notwithstanding the 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 3.1, Section 3.2, Section 3.3 and Section 3.4) 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, (ii) holders of a majority of the Registrable Securities that are held by the Investors (with the Series B-1 Preferred Stock being treated as not subject to the Regulatory Voting Restriction for this purpose) and (iii) the Key Common Holders holding, together with such Key Common Holders’ Related Entities, at least sixty percent (60%) of the Registrable 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 this proviso shall not be amended without the written consent of D1, (k) D1 shall not be removed as a “Major Investor” without its written consent and (l) the definition of “D1” shall not be amended without the written consent of D1. The provisions of Section 3.1, Section 3.2, Section 3.3 and Section 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 more than two-thirds Major Investors holding a majority of the Registrable Securities then outstandingthat are held by all of the Major Investors (with the Series B-1 Preferred Stock being treated as 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 (awith respect to this sentence or any reference to shares of Series B-1 Preferred Stock) and any specific reference in this Agreement to Series B-1 Preferred Stock or the event that such amendment treatment thereof may be amended or waiver adversely affects the obligations and/or rights of the Common Holders waived (either generally or in a different manner than the other Holders, such amendment particular instance and either retroactively or waiver shall also require prospectively) only with the written consent of (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 holders of a majority of the Common then-outstanding shares of Series B-1 Preferred Stock of the Company held by the Common Holders, (b) in the event that such amendment order to be enforceable against any Regulated Holder or waiver adversely affects the obligations and/or rights of an Investor in a manner materially different than the other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such affected partyTransferee. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company. Notwithstanding the foregoing, in the event that any amendment or waiver adversely affects the obligations or rights under this Agreement of an Investor (an “Affected Investor”) in a different manner from any other Investor, such amendment or waiver shall also require the written consent of the Affected Investor. 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.

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 certain 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 more than two-thirds Investors holding a majority of the Registrable Securities then outstandingSecurities; provided, however, that (a) in the event that such amendment or waiver adversely affects the obligations and/or 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 Common Holders holding a majority of the shares of Common Stock of the Company then held by the all Common Holders. Notwithstanding anything to the contrary, (bi) 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; this clause (i) and (cSection 1(c) the provisions of Section 2.5 and Sections 3.1(a)(vi) and 3.3(a) may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, (either generally or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without in a particular instance and either retroactively or prospectively) only with the written consent of such affected partyBaidu, (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 Major Investors holding a majority of the Registrable Securities then held by all of the Major Investors. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, Securities and the Company. The Prior Agreement is hereby amended and restated in its entirety and shall be of no further force or effect.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits exhibits and schedules hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. The Prior Agreement is hereby amended and restated in its entirety and shall be of no further force or effect. Any term of this Agreement 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 more than two-thirds Investors holding a majority of the Registrable Securities then outstandingoriginally held by Investors as of the date hereof (not including shares of Class B Common Stock originally held by Thrive); provided, however, that (a) in the event that such amendment or waiver adversely affects the obligations and/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 Common Stock of the Company held by 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 this Agreement may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. terminated and the observance of any rights term hereof may not be waived with respect to designate directors thereunder any Investor or Common Holder without the written consent of such affected partyInvestor or Common Holder, unless such amendment, termination or waiver applies to all Investors or Common Holders, as the case may be, in the same fashion. Any Notwithstanding anything to the contrary contained herein: (a) for so long as any Wellington Investor holds any shares of Registrable Securities, the definition of “Affiliate” as it relates to a Wellington Investor, and the definitions of “Wellington” and “Wellington Investors,” may not be amended, terminated or waived without the prior written consent of such Wellington Investor; (b) for so long as any Fidelity Investor holds any shares of Registrable Securities, the definition of “Affiliate” as it relates to a Fidelity Investor, and the definition “Fidelity Investor,” Section 4.12(b), 4.15 and this clause (b) may not be amended, terminated or waived without the prior written consent of such Fidelity Investor; (c) for so long as any Fidelity Investor holds any shares of Registrable Securities, any rights provided or granted to, or any obligations imposed upon, any Fidelity Investor under Section 2.10 and this clause (c) may be amended or waived (either generally or in a particular instance) in a manner that adversely affects any Fidelity Investor only with the written consent of such Fidelity Investor; and (d) for so long as any Lock-Up Major Investor holds shares of Registrable Securities, any rights provided or granted to, or any obligations imposed upon, any Lock-Up Major Investor under Section 2.12 and this clause (d) may be amended or waived (either generally or in a particular instance) in a manner that adversely affects any Lock-Up Major Investor only with the written consent of such Lock-Up Major Investor. Except as expressly set forth herein, 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, Securities and the Company.

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 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 more than two-thirds of the Registrable Securities then outstandingRequisite Threshold; provided, however, that (ai) in Section 2.5, with respect to each Considered Holder, may only be amended or waived with respect to such Considered Holder with the event that 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 adversely affects the rights and/or obligations and/or rights of the Common Holders Fidelity in a manner that is materially different manner than those of other Major Investors and (iii) if the other HoldersRight 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 amendment sale of Shares unless (A) all Major Investors are allowed to purchase such Major Investor’s Pro Rata Percentage or (B) such waiver shall also require the written consent of is approved in writing by the holders of a majority of the Common Stock then outstanding shares of the Company held by 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such affected partySeries E Preferred Stock. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company. Notwithstanding the foregoing, no consent shall be necessary to add additional Investors as signatories to this Agreement in 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 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 This Agreement may be amended, modified, changed, discharged, waived or terminated, and the Issuer may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only 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 Holders of at least a majority of the Registrable Securities, (b) the Holders of the Senior Required Securities and (c) the holders of at least seventy-five percent (75%) of the combined voting power of the issued and outstanding Senior Preferred Stock (voting as a single class 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 this Agreement that are effected as a condition to or as part of a Qualified Liquidation Event (as defined in the Certificate of Incorporation); provided further that the Company may amend this Agreement without the 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 rights of other Holders may be given by Holders of at least a majority of the Registrable Securities being sold by such Holders pursuant to such Registration Statement and (ii) this Agreement may not be amended amended, modified, changed, waived, discharged or terminated and the observance of any term of this Agreement hereunder may not be waived (either generally or in a particular instance and either retroactively or prospectively), only with respect to any Holder without the written consent of the Company and the holders of more than two-thirds of the Registrable Securities then outstandingsuch Holder if such amendment, modification, waiver, discharge or termination uniquely applies to such Holder; provided, however, that (a) the provisions of this sentence may not be amended, modified or supplemented except in accordance with the event that 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 amendment or waiver adversely affects shall constitute a waiver only with respect to the obligations and/or specific matter described in such writing and shall in no way impair the rights of the Common Holders party or parties granting such waiver in a different manner than the any other Holders, such amendment respect or waiver shall also require the written consent of the holders of a majority of the Common Stock of the Company held by 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 at any other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Companytime.

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 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 more than two-thirds Investors holding at least sixty percent (60%) of the Registrable Securities then outstandingheld by the Investors; provided, however, that (ai) if such amendment or waiver disproportionately and materially adversely affects any Investor, then the consent of such Investor shall also be required and (ii) no amendment or waiver to Section 1.4(a) or Section 1.4(b) (or this Section 3.7(ii)) shall be made or given that reduces the rights or increases the obligations of the Warrantholder under Section 1.4(a) or Section 1.4(b) or adversely affects the ability of the Warrantholder to exercise or enjoy its rights under Section 1.4(a) or Section 1.4(b) without the prior written consent of the Warrantholder. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities, each future holder of all such Registrable Securities and the Company. Further, in the event that such any amendment or waiver under this Section 3.7 adversely affects the obligations and/or or rights of the Common Key Holders in a different manner than the other Holders, such amendment or waiver shall also require the written consent of the holders of Key Holders holding at least a majority of the Common Stock of the Company Registrable Securities held by the Common Key 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company.

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 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 more than two-thirds of the Registrable Securities then outstandingTiger Shareholders; provided, however, that (a) 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 Company, except in the event that such amendment or waiver adversely affects the obligations and/or or rights of the Common Holders 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 also 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 it relates to those provisions) of this Agreement and any waiver of the observance of Sections 3.12 (“Non-Disclosure and Proprietary Rights Assignment Agreements”), 3.13 (“Termination of Certain Rights”) or this Section 6.6 (as it relates to those provisions and either generally or in a particular instance, and either retroactively or prospectively) shall require the written consent of the holders of a majority of the Common Stock of the Company then-outstanding Ordinary Shares then held by the Common HoldersOther Investor Shareholders. In addition, (b) in the event that such any amendment of, or waiver adversely affects of the obligations and/or rights observance of, Sections 3.6(vii) (“Certain Actions of an Investor in 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 this Agreement or this sentence of this Section 6.6 shall require the written consent of holders of a manner materially different than majority of the other Investorsthen-outstanding Ordinary Shares then held by Sequoia. In addition, such 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 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 Insight. In addition, any amendment to Sections 3.9(b) (“Observation Rights”) or 3.13 (“Termination of Certain Rights”), with 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 of the observance of, Sections 3.6(vii) (“Certain Actions of the Company”), 3.7(a)(iv) (“Protective Provisions”), 3.8 (“Directors’ and Officers’ Insurance”) or 3.13 (“Termination of Certain Rights”) of this Agreement or this sentence of this Section 6.6 shall not be binding on such differently affected Investor without its require the written consent; and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such affected partyholders of a majority of the then-outstanding Ordinary Shares then held by General Atlantic. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company.

Entire Agreement; Amendments and Waivers. (A) This Agreement (including and the Exhibits hereto, if any) constitutes other Loan Documents constitute the full and entire understanding and agreement among between the parties with regard to and there are no promises expressed or implied unless contained herein and therein. This Agreement and the subjects hereof other Loan Documents supersede all prior negotiations, understandings and thereof. Any term agreements of the parties hereto and thereto in respect of the transactions contemplated hereby, including those expressed in any commitment or proposal letter. (B) No amendment or waiver of any provision of this Agreement may or any other Document, and no consent with respect to any departure by any Borrower therefrom, shall be amended effective unless the same shall be in writing and signed by the observance Majority Banks (or by Agent at the written request of the Majority Banks) and Borrower and acknowledged by Agent, and then any term of this Agreement may such waiver or consent shall be waived (either generally or effective only in a particular the specific instance and either retroactively or prospectively), only with for the written consent of the Company and the holders of more than two-thirds of the Registrable Securities then outstandingspecific purpose for which given; provided, however, that (a) no such waiver, amendment, or consent shall, unless in writing and signed by all the event that such amendment or waiver adversely affects the obligations and/or rights Banks and Borrower and acknowledged by Agent, do any of the Common Holders in a different manner than following: (i) increase or extend the Commitment of any Bank; (ii) postpone or delay any date fixed by this Agreement or any other HoldersDocument for, such amendment or waiver shall also require reduce the written consent amount of, any repayment or prepayment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Document; (iii) reduce the principal of, or the rate of interest specified herein on any Loan, or any fees or other amounts payable hereunder or under any other Document; (iv) change the percentage of the holders of a majority Commitments or of the Common Stock aggregate unpaid principal amount of the Company Loans which is required for the Banks or any of them to take any action hereunder; (v) amend this Section 11.02, or any provision herein providing for consent or other action by all Banks; (vi) change the definition of "Majority Banks"; or (vii) release any lien granted to or held by Agent under any Document, except and to the Common Holdersextent expressly permitted under Section 10.11. and, (b) provided, further, that no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to all the event that such amendment Banks, affect the rights or waiver adversely affects the obligations and/or rights duties of an Investor in a manner materially different than the Agent under this Agreement or any other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the CompanyDocument.

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 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 Company, (ii) prior to a Holdings Liquidation, Holdings, (iii) at any time prior to a Holdings Liquidation, Holdings Investors owning a majority of the Series C Preferred Units then outstanding and on or after a Holdings Liquidation, by the holders of more than two-thirds a majority of the those Registrable Securities then outstanding; providedoutstanding that were distributed in respect of Series C Preferred Units in such Holdings Liquidation, however(iv) at any time prior to a Holdings Liquidation, Holdings Investors owning a majority of the Series B Preferred Units then outstanding and on or after a Holdings Liquidation, by 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 and (v) the Required Holders. Notwithstanding the foregoing, (a) 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 Series D Preferred Stock, in their capacities as such, without the written consent of such Investor holding Series D Preferred Stock, unless such amendment, termination or waiver applies to all such Investors holding Series D Preferred Stock, in their capacities as such, in the event that 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 or waiver adversely affects the obligations and/or rights applies to all holders of Registrable Securities (other than holders of the Common Holders New Securities) in the same fashion; (d) this Agreement may be amended on or after a different manner than Holdings Liquidation without the other Holders, such amendment or waiver shall also require the written 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 Common Stock issuance of which does not require approval of the Company held by Series B Required Holders pursuant to Section 3.10(b) of the Common HoldersHoldings 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 (bother than holders of the New Securities) 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; same fashion and (ce) the provisions of Section 2.5 this Agreement may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of the Required Holders in connection with any issuance of New Securities in a third party led financing, including the addition of any such affected partysecurities 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. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company. (b) This Agreement, together with the Holdings Operating Agreement and the Holdings Voting Agreement, both of which are incorporated herein by reference, and both of which, together with this Agreement, shall constitute the entire limited liability company agreement of Holdings for purposes of the Delaware Limited Liability Company Act. To the extent any person listed on Schedule B hereto has the right to receive units of limited liability company interest in Holdings pursuant to the Merger but has not executed and delivered the Holdings Operating Agreement or the Holdings Voting Agreement (including pursuant to a joinder or a power of attorney or other authorization granted to an attorney in fact or agent under the Agreement and Plan of Merger and Reorganization or other documents related thereto), such person’s acceptance of such units of limited liability company interest, or such person’s execution and delivery of this Agreement, a counterpart signature page to this Agreement, or a joinder to this Agreement, shall be deemed to constitute that person’s agreement to be bound by the entire limited liability company agreement of Holdings, which consists of this Agreement, the Holdings Operating Agreement and the Holdings Voting Agreement.

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 and Section 2.4) 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 more than two-thirds a majority of the Registrable Securities then outstandingSecurities; provided, however, that the written consent of (ai) in the event that such Xxxxxxx Xxxxx shall be necessary for any amendment or waiver adversely affects the obligations and/or rights of the Common Holders in a different manner than the other Holders, such Section 2.11(a) (but only for so long as Xxxxxxx Sachs has an observation right pursuant to Section 2.11(a)) and (ii) Meritech shall be necessary for any amendment or waiver shall also require of Section 2.11(b) (but only for so long as Meritech has an observation right pursuant to Section 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) with the written consent of the Company and the holders of a majority at least 70% of the Common Stock of the Company Registrable Securities that are held by Major Investors. Notwithstanding the Common Holdersforegoing, (b) in the event that (x) the requisite Major Investors (the “Waiving Major Investors”), on behalf of all Major Investors (such amendment or waiver adversely affects Major Investors that do not provide waivers, the obligations and/or rights “Non-Waiving Major Investors”), waive the right of an Investor first offer (the “Waiver”) with respect to any offering by the Company of its Shares (as defined in a manner materially different than the other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; Section 2.4) and (cy) the provisions Waiving Major Investors then purchase Shares in such offering, then each Non-Waiving Major Investor will be entitled to purchase Shares in such offering in an amount equal to the product of (a) and (b), with (a) equal to that number of Shares that such Non-Waiving Major Investor would have been entitled to purchase pursuant to Section 2.5 may not be amended or waived so as 2.4 in the absence of the Waiver and (b) equal to deprive Prospect Venture Partnersa fraction, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. with the numerator equal to the aggregate number of any rights Shares purchased by the Waiving Major Investors and the denominator equal to designate directors thereunder without the consent aggregate number of such affected partyShares that the Waiving Major Investors would have been entitled to purchase pursuant to Section 2.4 in the absence of the Waiver. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company.

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 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 Investors holding at least sixty percent (60%) of the 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 Major Investors holding a majority of the Registrable Securities that 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 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 percentage of their respective pro rata amount (as determined pursuant to Section 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 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 the Company and KPCB. The provisions of Section 2.11(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 GV. The provisions of Section 2.11(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 the holders of more than two-thirds a majority of the Registrable Securities then outstanding; provided, however, that outstanding shares of Series E Preferred Stock. The provisions of Section 2.11(d) may be amended or waived (a) in the event that such amendment either generally or waiver adversely affects the obligations and/or rights of the Common Holders in a different manner than the other Holders, such amendment particular instance and either retroactively or waiver shall also require prospectively) only with the written consent of the holders of a majority of the Common Stock of the Company held by 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the Thrive Capital. The provisions of Section 2.5 2.11(e) and Section 2.13 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, (either generally or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without in a particular instance and either retroactively or prospectively) only with the written consent of such affected partythe Company and SoftBank. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, Securities and the Company.

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 3, Section 4 and Section 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, the holders of a majority of the Registrable Securities and the holders of at least a majority of the issued and outstanding shares of Series C Preferred Stock. The provisions of Section 2.1, 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, 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 more than two-thirds a majority of the Registrable Securities then outstandingoutstanding voting securities held by the Investors; provided, however, that notwithstanding the foregoing, (a) in the event that such amendment provisions of Section 3.4(b) may be amended and the observance of any term thereof may be waived (either generally or waiver adversely affects the obligations and/or rights of the Common Holders in a different manner than particular instance and either retroactively or prospectively) only with the other Holderswritten consent of Venturi I, such amendment LLC, (b) the provisions of Section 3.4(c) may be amended and the observance of any term thereof may be waived (either generally or waiver shall also require in a particular instance and either retroactively or prospectively) only with the written consent of MPM, (c) the provisions of Section 3.4(d)(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 written consent of Bessemer, (d) the provisions of Section 3.4(d)(ii) 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 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 Common Stock of the Company outstanding voting securities held by the holders of shares of Common HoldersStock and Series A Preferred Stock (voting together as a single class and not as separate series and on an as-converted to Common Stock basis), (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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (cf) the provisions of Section 2.5 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 written consent of holders of a majority of the outstanding shares of Series C Preferred Stock, (g) the provisions of Section 3.4(g)(ii) 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 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, 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, 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 so in such a way as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. add to the obligations of any rights to designate directors thereunder Non Participating Stockholder without the consent of such affected partyNon 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 (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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Companyparties 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 and Section 2.4) 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 more than two-thirds a majority of the Registrable Securities then outstandingSecurities, measured on the basis of voting power; provided, however, that (a) in the event that such amendment or waiver adversely affects the obligations and/or 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 Class A Common Stock of the Company and Class B Common Stock held by the Common Holders, (b) measured on the basis of voting power, voting together as a single class; further provided, that in the event that such amendment or waiver materially and adversely affects the obligations and/or or rights of an any Investor in a different manner materially different than the other Investors, such amendment or waiver shall not be binding on also require the written consent of such differently materially and adversely affected Investor without its written consent; and (c) the Investor. The provisions of Section 2.5 2.1, Section 2.2, Section 2.3 and Section 2.4 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, (either generally or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without in a particular instance and either retroactively or prospectively) only with the written consent of such affected partythe Company and the holders of a majority of the Registrable Securities that are held by Major Investors, measured on the basis of voting power. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company.

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 3.1, Section 3.2, Section 3.3, Section 3.4, section 3.5 and Section 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 more than two-thirds a majority of the Registrable Securities then outstanding; providedSecurities. The provisions of Section 3.1, however, that Section 3.2 and Section 3.3 may be amended or waived (a) in the event that such amendment either generally or waiver adversely affects the obligations and/or rights of the Common Holders in a different manner than the other Holders, such amendment particular instance and either retroactively or waiver shall also require prospectively) only with the written consent of the Company and the holders of a majority of the Common Stock of the Company Registrable Securities that are held by 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 other Major Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the . The provisions of Section 2.5 3.4 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, (either generally or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without in a particular instance and either retroactively or prospectively) only with the written consent of such affected partythe 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. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company.

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 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 more than two-thirds a majority of the Registrable Securities then outstanding; provided, however, that (a) in the event that such amendment or waiver adversely affects the obligations and/or or rights of any Holder or group of Holders (such as the Common Holders Holder(s) or Major Investors) in a manner that is materially different and adverse from the manner than 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 holders of a majority of foregoing, (a) Section 2.11 shall not be amended without the Common Stock mutual consent of the Company held by the Common Holdersand KKR, and (b) in the event that such amendment or waiver adversely affects the obligations and/or rights Company sells shares of Series F Preferred Stock pursuant to the Series F Agreement to an Investor in investor who is not already a manner materially different than the other Investorsparty to this Agreement, such amendment or waiver investor shall not be binding on such differently affected Investor without its written consent; become a party to this Agreement as an “Investor” and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder a “Holder,” without the consent of the other parties hereto, upon the Company’s receipt from such affected partyinvestor of an executed counterpart signature page to this Agreement, and Schedule H hereto may be amended by the Company from time to time to add such additional Investor without the consent of the other parties hereto. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company.

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 Except as otherwise provided in this Section 3.7, any term of this Agreement 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 Investors, provided however that: (a) Section 1.13 (only to the extent amended or altered to extend or add obligations for the Investors thereunder), Section 1.14 (as it relates to Section 1.13), Section 2.4(a) (only as it relates to the holders of more than two-thirds the Series C Preferred Stock and Series D Preferred Stock), Section 2.4(e) (only as it relates to Section 2.4(a)), Section 2.8(b) (only to the extent amended or altered to remove the inclusion of at least one of the Registrable Securities then outstandingdirectors elected by the holders of the Series C Preferred Stock or Series D Preferred Stock in the voting group), Section 2.12 (as it relates to Section 2.8(b)), and this Section 3.7(a) shall not be amended or altered, and the observance of any term thereof shall not be waived, except by an affirmative vote of the Holders of at least a majority of the shares of Series C Preferred Stock and Series D Preferred Stock, voting together as a single class on an as-converted basis; (b) Section 2.4(a) and this Section 3.7(b) may not be amended or terminated, and the observance of any term thereof may not be waived, without the written consent of the Holders representing at least sixty-five percent (65%) of the shares Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock voting together as a single class on an as-converted to Common Stock basis; provided, however, that (a) in the event that such amendment or waiver adversely affects the obligations and/or rights right of first offer set forth in Section 2.4(a) is waived with respect to any financing transaction of the Common Company (any such transaction, a “Next Financing”) and any existing Holder of Preferred Stock participates in the Next Financing, then all other existing Holders of Preferred Stock shall have the right to purchase their pro rata portion of the new issuance of equity securities sold in a different manner than the other Holders, Next Financing unless waived or consented to by such amendment Holder; (c) Section 2.4(b) may not be amended or waiver shall also require terminated and the observance of any term thereof may not be waived without the written consent of the holders Holders of a majority of the Common Stock Registrable Securities in respect of Series A Preferred Stock; (d) The third sentence of Section 2.8(a) and this Section 3.7(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 held by and the Common Holdersconsent of: (i) Advent (solely with respect to the representation of Advent on any committee), so long as Advent is a Major Investor, (bii) in OrbiMed (solely with respect to the event that such amendment representation of OrbiMed on any committee), so long as OrbiMed is a Major Investor, (iii) Philips (solely with respect to the representation of Philips or waiver adversely affects its assignee on any committee), so long as Philips or its assignee is a Major Investor, (iv) DMC (solely with respect to the obligations and/or rights representation of an Investor in DMC on any committee), so long as DMC is a manner materially different than the other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consentMajor Investor; and (cv) Xeraya (solely with respect to the provisions representation of Xeraya on any committee), so long as Xeraya is a Major Investor; (e) Section 2.5 2.10(b), Section 2.10(c), Section 2.13 and this Section 3.7(e) may not be amended or waived so as to deprive Prospect Venture Partnersterminated, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. and the observance of any rights provision thereof may not be waived, with respect to designate directors thereunder any Investor without the written consent of such affected partyInvestor; (f) Notwithstanding Section 3.7(a), (i) Section 1.13 (only to the extent amended or altered to extend or add obligations for DMC) and this Section 3.7(f) may not be amended or terminated, and the observance of any provision thereof may not be waived, without the written consent of DMC and (ii) Section 1.13 (only to the extent amended or altered to extend or add obligations for Xeraya) and this Section 3.7(f) may not be amended or terminated, and the observance of any provision thereof may not be waived, without the written consent of Xeraya; and (g) Section 2.10 and Section 2.13 may not be amended or terminated, and the observance of any provision thereof may not be waived, with respect to the permitted activities of DMC, without the written consent of DMC; and (h) This Agreement may not be amended or terminated and the observance of any term hereof 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 (it being agreed that a waiver of the provisions of Section 2.4(a) in accordance with clause (b) above or of Section 2.4(b) in accordance with clause (c) above with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction (and with respect to the waiver of the rights of the Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock set forth in Section 2.4(a), in accordance with the second proviso of clause (b)). 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, Securities and the Company. 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. Upon the execution and delivery of this Agreement by (i) the Company, and (ii) the Prior Investors representing the holders of Preferred Stock sufficient to amend and restate the Prior Agreement, the Prior Agreement automatically shall terminate and be of no further force and effect and shall be amended and restated in its entirety as set forth in this Agreement. Notwithstanding the foregoing, New Investors purchasing shares of Series D Preferred Stock in a Closing after the Primary Closing (each as defined in the Series D Purchase Agreement) pursuant to the Series D Purchase Agreement may become parties to this Agreement by executing a counterpart of this Agreement, without any amendment of this Agreement pursuant to this section or any consent or approval of any other party 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 This Agreement and any term of this Agreement 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 Investors holding at least sixty percent (60%) of the 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 Major Investors holding a majority of the Registrable Securities that 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 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 percentage of their respective pro rata amount (as determined pursuant to Section 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 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 the Company and KPCB. The provisions of Section 2.11b) 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 GV. The provisions of Section 2.11c) 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 more than two-thirds a majority of the Registrable Securities then outstanding; provided, however, that outstanding shares of Series E Preferred Stock. The provisions of Section 2.11d) may be amended or waived (a) in the event that such amendment either generally or waiver adversely affects the obligations and/or rights of the Common Holders in a different manner than the other Holders, such amendment particular instance and either retroactively or waiver shall also require prospectively) only with the written consent of the holders of a majority of the Common Stock of the Company held by 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the Thrive Capital. The provisions of Section 2.5 2.11e) and Section 2.13 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, (either generally or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without in a particular instance and either retroactively or prospectively) only with the written consent of such affected partythe Company and SoftBank. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, Securities and the Company.

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 Section 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 more than twoat least fifty-thirds five percent (55%) of the Registrable Securities then outstandingSecurities; provided, however, that (a) in the event that such amendment or waiver adversely affects the obligations and/or 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 in interest of the Common Stock Holders. The provisions of Section 2.1, Section 2.2, Section 2.3, Section 2.4 and Section 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 fifty-five percent (55%) of the Registrable Securities that are held by the Common HoldersMajor Investors; provided, (b) however, that in the event that such amendment or waiver adversely affects the obligations and/or or rights of an Investor individual Major Holder in a different manner materially different than the other InvestorsMajor Holders, such amendment or waiver shall not be binding on such differently affected Investor without its also require the written consent; and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such affected partyMajor Holder. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company. Upon the effectiveness of this Agreement, the Prior Agreement is hereby amended and restated in its entirety and shall be of no 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, 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 more than two-thirds at least a majority of the Registrable Securities then outstanding; provided, however, that voting power (aas determined in accordance with Section IV(B)(5)(a) in the event that such amendment or waiver adversely affects the obligations and/or rights of the Common Holders 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 different manner than the other Holders, such amendment particular instance and either retroactively or waiver shall also require prospectively) only with the written consent of the Company and the holders of (i) at least a majority of the Common Stock voting power (as determined in accordance with Section IV(B)(5)(a) of the Company Restated Certificate) of Preferred Stock outstanding that is held by all of the Common Holders, Major Investors (bvoting together as a single class and on an as-converted to common basis) 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (cii) 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 2.5 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 waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. terminated and the observance of any rights term hereof may not be waived with respect to designate directors thereunder any Major Investor without the written consent of such affected partyMajor Investor, unless such amendment, termination, or waiver applies to all Major Investors in the same fashion (it being agreed that 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). 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 Registrable Securitiessecurities, each future holder of all such Registrable Securities, each Common Holdersecurities, and the Company.

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 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 more than two-thirds a majority of the Registrable Securities then outstandingSecurities; provided, however, that (ai) any amendment of Section 2.1 that would result in DST, Mitsui, Telefonica, Telstra or Macnica not having the status of a Major Investor as a result of such amendment, or (ii) any waiver of Section 2.1 that only applies to DST, Mitsui, 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 shall require the written consent of the Company and the holders of a majority of Registrable Securities held by the Major Investors and shall be subject to the provisions of Section 2.3(h); provided, further, that any amendment or waiver of Section 2.3(h) shall require the written consent of Meritech 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/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 and/or or rights of the Common Holders 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 Common Stock of Founders or the Company held by 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) as applicable. Notwithstanding the provisions of Section 2.5 foregoing, this Agreement may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. modified and the observance of any rights term of this Agreement may not be waived with respect to designate directors thereunder any Investor without the written consent of such affected partyInvestor unless such amendment, modification or waiver (x) applies to all Investors in the same fashion, (y) does not explicitly adversely affect such Investor in a manner differently than other Investors and (z) does not impose any additional obligations or liabilities on, or increases any liabilities or obligations of, such Investor under Section 2.9. 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 Holder of any Registrable Securities, each future holder Holder of any Registrable Securities and the Company. Notwithstanding the foregoing, the Company may amend this Agreement solely to add a party who after the date of this Agreement acquires shares of the Company’s Series F Preferred pursuant to the terms of the Purchase Agreement. Any such additional party, by executing a counterpart signature page to this Agreement, shall become an Investor for all such 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 Common Holder, 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 any party hereto that did not consent in writing to such amendment, termination or waiver.

Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits exhibits and schedules hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. The Prior Agreement is hereby amended and restated in its entirety and shall be of no further force or effect. Any term of this Agreement 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 more than two-thirds Investors holding a majority of the Registrable Securities then outstandingoriginally held by Investors as of the date hereof (not including shares of Class B Common Stock originally held by Thrive Capital Investors); provided, however, that (a) in the event that such amendment or waiver adversely affects the obligations and/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 Common Stock of the Company held by 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 this Agreement may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. terminated and the observance of any rights term hereof may not be waived with respect to designate directors thereunder any Investor or Common Holder without the written consent of such affected partyInvestor or Common Holder, unless such amendment, termination or waiver applies to all Investors or Common Holders, as the case may be, in the same fashion. Any Notwithstanding anything to the contrary contained herein: (a) for so long as any Wellington Investor holds any shares of Registrable Securities, the definition of “Affiliate” as it relates to a Wellington Investor, and the definitions of “Wellington” and “Wellington Investors,” may not be amended, terminated or waived without the prior written consent of such Wellington Investor; (b) for so long as any Fidelity Investor holds any shares of Registrable Securities, the definition of “Affiliate” as it relates to a Fidelity Investor, and the definition “Fidelity Investor,” Section 4.12(b), 4.15 and this clause (b) may not be amended, terminated or waived without the prior written consent of such Fidelity Investor; (c) for so long as any Fidelity Investor holds any shares of Registrable Securities, any rights provided or granted to, or any obligations imposed upon, any Fidelity || Investor under Section 2.10 and this clause (c) may be amended or waived (either generally or in a particular instance) in a manner that adversely affects any Fidelity Investor only with the written consent of such Fidelity Investor; and (d) for so long as any Thrive Capital Investor holds any Thrive Notes or shares of Class A Common Stock issued to such Thrive Capital Investor upon conversion of Thrive Notes that constitute Registrable Securities, any rights provided or granted to, or any obligations imposed upon, such Thrive Capital Investor under this Agreement may be amended or waived (either generally or in a particular instance) in a manner that adversely affects any Thrive Notes or shares of Class A Common Stock issued upon conversion of Thrive Notes that are held by such Thrive Capital Investor only with the written consent of such Thrive Capital Investor. Except as expressly set forth herein, 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, Securities and the Company.

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 and Section 2.4) 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 more than two-thirds a majority of the Registrable Securities. The provisions of Section 2.1, 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 then outstandingthat 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 a majority of the Registrable Securities that are held by Major Investors; provided, however, that (a) notwithstanding any waiver of any of the provisions of Section 2.4, in the event that any Major Investor actually purchases Shares in any offering by the Company, 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 or waiver materially and adversely affects the obligations and/or rights of the Common Holders Greylock, XXX 00, XXX 00 or NEA Ventures 2009, L.P. in a manner different manner than the other HoldersInvestors or Major Investors, as appropriate, such amendment or waiver shall also require the written consent of the holders of a majority of the Common Stock of the Company held by the Common HoldersGreylock XI Limited Partnership, (b) in the event that such amendment XXX 00, XXX 00 or waiver adversely affects the obligations and/or rights of an Investor in a manner materially different than the other InvestorsNEA Ventures 2009, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 may not be amended or waived so L.P., as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such affected partyapplicable. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company.

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 and Section 2.4) 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 more than two-thirds a majority of the Registrable Securities then outstanding; providedheld by the Investors. The provisions of Section 2.1, howeverSection 2.2, that Section 2.3 and Section 2.4 may be amended or waived (a) in the event that such amendment either generally or waiver adversely affects the obligations and/or rights of the Common Holders in a different manner than the other Holders, such amendment particular instance and either retroactively or waiver shall also require prospectively) only with the written consent of the Company and the holders of a majority of the Common Stock Registrable Securities that are held by Major Investors, and with respect to Section 2.4, a majority of the Company Registrable Securities that are held by the Common Key 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company. 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 Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in a similar position (with respect to series or class of stock) in the same fashion (it being agreed that a waiver of the provisions of Section 2 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction). Further, 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 the Key Holders hereunder in a manner disproportionate to any adverse effect such amendment or waiver 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 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 conversion of such Series D Preferred Stock). 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. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver or any such term, condition, or provision.

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 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 more than two-thirds a majority of the Registrable Securities then outstanding; provided, however, that (a) in the event any Lender consents to the waiver of the provisions of Section 7.2 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 7.6(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 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 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 without the written consent of each Lender if such amendment or waiver materially, adversely and disproportionately affects the obligations and/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 Common Stock of the Company held by the Common Holders, (b) in the event that such amendment or waiver adversely affects the obligations and/or rights of an Investor Lender in a manner materially different than all other Lenders, (ii) Section 1 of the other Investors, such amendment or waiver Note held by each Lender shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 may not be amended or waived so as with respect to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder such Lender without the written consent of such affected partyLender, (iii) the outstanding principal and interest amount of the Note held by each Lender shall not be amended or waived with respect to such Lender without the written consent of such Lender, 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 (including any waiver of the Right of First Offer by the requisite percentage set forth in this Section 3.7) 8.8 shall be binding upon each party to this Agreement and any holder of any Registrable Securities, Note purchased under this Agreement at the time outstanding and each future holder of all such Registrable Securities, each Common Holder, and the CompanyNotes.

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 3.1, Section 3.2 and Section 3.3) 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 more than two-thirds Investors holding a majority of the Registrable Securities then outstandingSecurities; provided, however, that (a) in the event that (i) any amendment or waiver adversely affects any Holder in a 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 then 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 and/or 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 holders of Common Holders holding a majority of the shares of Common Stock of the Company then held by the all 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the . The provisions of Section 2.5 3.1, Section 3.2 and Section 3.3 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, (either generally or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without in a particular instance and either retroactively or prospectively) only with the written consent of such affected partythe Company and the Major Investors holding a majority of the Registrable Securities then held by all of the Major Investors. 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, Securities and the Company.

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 2.1(b), Section 2.2 and Section 2.4) 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 more than two-thirds 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 (a) in the event that such amendment or waiver materially and adversely affects the obligations and/or 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 Common Stock of the Company then held by the Common Holders. The provisions of Section 2.1(b), Section 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 sixty percent (60%) of the Registrable Securities that are held by Major Investors (assuming full conversion and exercise of all convertible and exercisable securities then outstanding); provided, however, (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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (ci) the provisions of Section 2.5 2.4 may not be amended or waived so as (either generally or in a particular instance and either retroactively or prospectively) with respect to deprive Prospect Venture Partnersthe X. Xxxx Price Investors, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without only with the written consent of such affected party. Any amendment or the X. Xxxx Price Investors (provided, however, that if the Company shall obtain a waiver effected from the requisite percentage of Major Investors of the right of first offer in accordance with this paragraph Section 3.7, then the X. Xxxx Price Investors shall not be entitled to any over-allotment rights pursuant to Subsection 2.2(c)), (including any ii) 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 waiver of the Right of First Offer by from the requisite percentage set forth in this Section 3.7) of Major Investors of the right of first offer, then ICONIQ shall not be binding upon each holder of entitled to any Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company.over-allotment rights pursuant to 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 2.1, Section 2.2, Section 2.3 and Section 2.4) 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 more than two-thirds a majority of the Registrable Securities then outstandingSecurities; 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 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 2.9(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 written 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 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 a majority of the Registrable Securities that are held by Major Investors. Notwithstanding the foregoing, (i) in the event that such any amendment or waiver adversely affects the obligations and/or or rights of the Common Holders 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 a majority at least 66 2/3 % (sixty-six and two-thirds percent) of the Common then outstanding shares of Series B Preferred Stock (voting as a separate class); provided, however, that the immediately preceding clause shall be amended only with the written consent of the Company held by holders of at least 66 2/3 % (sixty-six and two-thirds percent) of the Common Holders, then outstanding shares of Series B Preferred Stock (bvoting as a separate class); (ii) in the event that such any amendment or waiver adversely affects the obligations and/or or rights of an Investor the holders of Series C Preferred Stock in a different manner materially different than the other InvestorsHolders, such amendment or waiver shall not 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 C Preferred Stock (voting as a separate class); provided, however, that the immediately preceding clause shall be binding on such differently affected Investor without its amended only with the written consentconsent 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 (ciii) in the provisions event that any amendment or waiver adversely affects the obligations or rights of Section 2.5 may not the holders of Series D 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 then outstanding shares of Series D Preferred Stock (voting as a separate class); provided, however, that the immediately preceding clause shall be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without only with the written consent of such affected partythe 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). 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 Registrable Regist rable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company.

Entire Agreement; Amendments and Waivers. (a) This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard pertaining to the subjects subject matter hereof and thereofsupersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, including, without limitation, the Prior Agreement and other agreements among the stockholders of Wavetek and/or WG prior to the Effective Time. Any This Agreement may not be terminated or amended except by an instrument in writing signed on behalf of the Stockholders holding at least 70% of the outstanding Shares held by Stockholders; provided that any amendment that expressly alters the rights of any Stockholder differently from other Stockholders shall require the consent of such affected Stockholder. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. (b) It being the intent of the Stockholders that this Agreement shall be the sole and exclusive agreement with respect to the matters set forth herein, during the term of this Agreement may be amended and Agreement, each Stockholder agrees (i) not to enter into any other agreements or arrangements that are in conflict with or are expressly governed by the observance of any term terms of this Agreement may be waived Agreement, (either generally ii) not to grant a proxy to any party with respect to the voting of its Common Stock (other than routine proxies granted to approve matters recommended by the Board of Directors) or in a particular instance and either retroactively or prospectively), only (iii) not to enter into any agreement with the written consent any other holder of the Company and the holders of more than two-thirds of the Registrable Securities then outstanding; provided, however, that (a) in the event that such amendment or waiver adversely affects the obligations and/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 Common Stock of the Company (including Stockholders) with respect to the voting of shares of Common Stock except, in the case of clauses (i), (ii) or (iii) above, for agreements or arrangements (a) approved or consented to by the holders of at least 70% of the outstanding Common Stock held by the Common HoldersStockholders, (b) in the event that such amendment agreements or waiver adversely affects the obligations and/or rights of an Investor in a manner materially different than the other Investors, such amendment or waiver shall not be binding on such differently affected Investor without arrangements between any Stockholder and its written consent; Affiliates and (c) agreements or arrangements pursuant to the provisions Company's Employee Benefit Plans. (c) The representations, warranties, covenants and indemnification obligations contained in the Stock and Recapitalization Agreement, dated as of Section 2.5 may not be amended or waived so as to deprive Prospect Venture PartnersMay 23, Venrock Associates1997, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without the consent of such 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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, among Wavetek and the Companyother parties thereto, shall terminate at the Effective Time.

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 Sections 2.1, 2.2 and 2.3) 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 more than two-thirds (2/3) of the Registrable Securities then outstanding; Securities, provided, however, that (a) in the event that such amendment or waiver adversely affects the obligations and/or 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 Common Stock of the Company held by the Common Holders. Notwithstanding the foregoing, the amendment of this Agreement to include additional parties as 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 Common Holders. Sections 2.1, 2.2 and 2.3 may be amended 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 Registrable Securities held by all such Major Investors. Notwithstanding anything to the contrary provided for herein, (bi) in the event no amendment and/or waiver that such amendment or waiver would adversely affects the obligations and/or rights of an affect a Series D Investor in a manner materially different 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 Investors, such amendment or waiver shall not be binding series of Preferred Stock (other than an effect based on such differently affected Investor without its written consent; and (cInvestors’ respective pro rata holdings) the provisions of Section 2.5 may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder made without the written consent of such affected partythe Company and the Investors holding at least a majority of the shares of Series D Preferred then held by the Investors. 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 Holder of any Registrable Securities, each future holder Holder of all such any Registrable Securities, each Common Holder, Securities and the Company.

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 2.1(b), Section 2.2 and Section 2.4) 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 more than two-thirds 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 (a) in the event that such amendment or waiver materially and adversely affects the obligations and/or 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 Common Stock of the Company then held by the Common Holders. The provisions of Section 2.1(b), Section 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 sixty percent (60%) of the Registrable Securities that are held by Major Investors (assuming full conversion and exercise of all convertible and exercisable securities then outstanding); provided, however, (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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (ci) the provisions of Section 2.5 2.4 may not be amended or waived so as (either generally or in a particular instance and either retroactively or prospectively) with respect to deprive Prospect Venture Partnersthe X. Xxxx Price Investors, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. of any rights to designate directors thereunder without only with the written consent of such affected partythe 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 3.7, then the X. Xxxx Price Investors shall not be entitled to any over-allotment rights pursuant to Subsection 2.2(c)), (ii) 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 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 ICONIQ; (ii) the provisions of Section 2.10(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 X. Xxxx Price Investors; (iii) any amendment or waiver of the provisions of Section 1.9, Section 1.13, Section 2.1, Section 2.2, Section 2.3 and Section 2.13 (either generally or in a particular instance and either retroactively or prospectively) shall also require the written consent of the Company and the holders of at least fifty-five percent (55%) of the outstanding shares of Series G Preferred Stock; and (iv) any amendment or waiver (either generally or in a particular instance and either retroactively or prospectively) of the definition of “Registrable Securities” that adversely affects the Series G Preferred Stock in a manner different than the other series of Preferred Stock shall also require the written consent of 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 (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 Registrable Securities, each future holder of all such Registrable Securities, each Common Holder, and the Company.

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 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 more than two-thirds of Requisite Preferred Holders. Notwithstanding the Registrable Securities then outstanding; providedforegoing, however[***] Any amendment or waiver so effected shall be binding upon all the Parties hereto and all Parties’ respective successors and permitted assigns, that (a) in the event that whether or not any such Party, successor or assign entered into or approved such amendment or waiver adversely affects waiver. Notwithstanding the obligations and/or rights of foregoing, any provision hereof may be waived by the Common Holders in a different manner than the other Holderswaiving Party on such Party’s behalf, such amendment or waiver shall also require without the written consent of any other Party. Notwithstanding the holders of a majority of the Common Stock of the Company held by the Common Holdersforegoing, (bi) 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 other Investors, such amendment or waiver shall not be binding on such differently affected Investor without its written consent; and (c) the provisions of Section 2.5 this Agreement may not be amended or waived so as to deprive Prospect Venture Partners, Venrock Associates, New Enterprise Associates, or Atlas Venture Fund VI, L.P. terminated and the observance of any rights term hereof may not be waived with respect to designate directors thereunder any Investor without the written consent of such affected party. Any amendment Investor, unless such amendment, termination, or waiver effected applies to all Investors in accordance with the same fashion, (ii) no amendment to, or waiver or termination of, this paragraph Agreement, (including any waiver of the Right of First Offer by the requisite percentage set forth in this Section 3.7merger, consolidation or otherwise) shall be binding upon each holder of effective as to any Registrable 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 Registrable SecuritiesInvestor or would otherwise restrict, each Common Holderor would reasonably be expected to otherwise restrict, and the Company.such Investor from conducting any business or commercial activity, [***]