Common use of Termination and Waiver of Rights of First Refusal Clause in Contracts

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering Offering, which results in all outstanding shares of the Preferred Stock being converted into Common Stock, or (ii) an Acquisition. Notwithstanding Section 5.5 hereofAcquisition or Asset Transfer (each, as defined in the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5Certificate).

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or Offering, (ii) an AcquisitionAsset Transfer approved in accordance with the terms of the Restated Charter or (iii) an Acquisition approved in accordance with the terms of the Restated Charter. Notwithstanding Section 5.5 hereof5.5, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier earliest of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering Offering, (ii) the effective date of the registration statement pertaining to the Company’s Direct Listing or (iiiii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.55.5 (it being understood that any such amendment or waiver must apply in the same manner to all Major Investors).

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (ia) the effective date of the registration statement pertaining to the Company’s Qualified Initial Offering or a Registration Statement (iias defined in the Purchase Agreement), or (b) an Acquisitionupon a Liquidation Event. Notwithstanding Section 5.5 5.6 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major InvestorsRequisite Holders, or as permitted by Section 5.55.6 hereof.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities then held by all Major Investors, Investors or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s 's Initial Offering or (ii) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Significant Investors holding at least a majority of o f the Registrable Securities then outstanding held by all Major such Significant Investors, or as permitted by Section 5.55.6 hereof.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) upon an AcquisitionAcquisition or Asset Transfer. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding at least a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s an Initial Offering or (ii) the effective date of the registration statement pertaining to an Initial Offering or (iii) upon an Asset Transfer or Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier earliest of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or Offering, (ii) an AcquisitionAcquisition or (iii) an Asset Transfer. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, amended or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority holders of at least 60% of the Registrable Securities then outstanding shares of Series E Preferred then held by all the Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an AcquisitionOffering. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 6.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.56.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of the closing of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering a Qualified IPO or (ii) an Asset Sale or Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisitiona Qualified Public Offering. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority at least fifty-five percent (55%) of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial a Qualified Offering or (ii) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.55.6.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) an Acquisition, or (ii) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an AcquisitionQualified IPO. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major A-1 Investors or Conversion Investor, as the case may be, holding a majority of the Registrable Securities held by all Major InvestorsA-1 Investors or Conversion Investor, as the case may be, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Qualified Initial Offering Offering, or (ii) upon the closing of an AcquisitionAcquisition or Asset Transfer. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.55.6.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering Qualified IPO or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall 5 will not apply to, and shall will terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 7.5 hereof, the rights of first refusal established by this Section 4 5 may be amended, or any provision waived with and only with the written consent of the Company and the Major Founding Investors holding a majority of the Registrable Securities held by all Major Founding Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date closing of an Initial Offering that satisfies the criteria set forth in Article IV, Section 5(l)(i)(B) or (C) of the registration statement pertaining to the Company’s Initial Offering Charter or (ii) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 5 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering IPO or (ii) an Acquisitionthe closing of a Deemed Liquidation Event (as defined in the Company’s Certificate of Incorporation). Notwithstanding Section 5.5 6.6 hereof, the rights of first refusal established by this Section 4 5 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.56.6.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Qualified Public Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority at least seventy-five percent (75%) of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 5 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s 's Initial Public Offering or (ii) an Acquisitiona Change in control. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 5 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority at least two-thirds (2/3) of the Registrable Securities held by all Major Investors, or as permitted by Section 5.56.6.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisitiona Change in Control (unless there has occurred as Liquidation Waiver). Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.56.6.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date closing of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisitionthe closing of a Change of Control. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors; provided, however, that in the event an amendment or as permitted by Section 5.5.waiver adversely affects the rights and/or obligations of any Major

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Qualified Initial Offering or (ii) an AcquisitionAcquisition or Asset Transfer. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 5 shall not apply to, to and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s 's Initial Offering or (ii) an AcquisitionOffering. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by in this Section 4 5 may be amended, amended or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, Investors outstanding on the date of such amendment or as permitted by Section 5.5such waiver.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the date that no Shares are outstanding, (ii) the effective date of the registration statement pertaining to the Company’s 's Initial Offering Offering, or (iiiii) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.55.6.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s 's Initial Offering or (ii) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major ROFR Investors holding a majority of the Registrable Securities held by all Major ROFR Investors, or as permitted by Section 5.55.6.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date closing of the registration statement pertaining to the Company’s 's Initial Offering or (ii) an Acquisitiona Change in Control, provided that each Major Investor receives cash or a class of securities registered under the Exchange Act in such transaction. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.55.6.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s 's Initial Offering or (ii) an Acquisitionwhich results in the Preferred Stock being converted into Common Stock. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only waived, with the written consent of the Company and the Major Investors holding a majority at least seventy-five percent (75%) of the Registrable Securities Common Stock issued or issuable upon conversion of the Shares held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding at least a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Public Offering or (ii) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, amended or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.55.6.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) the closing of an AcquisitionAcquisition or Asset Transfer. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Participating Investors holding a majority of the Registrable Securities held by all Major Investors, Participating Investors or as permitted by Section 5.55.6.

Termination and Waiver of Rights of First Refusal. (a) The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities then held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon at the earlier later of (i) the effective first date on which less than twenty percent (20%) of the registration statement pertaining Shares of Series B Preferred Stock issued pursuant to the Company’s Initial Offering Purchase Agreement remain outstanding, or (ii) an Acquisition. Notwithstanding the expiration of the Appointment Period as defined in Section 5.5 5 hereof, the if Section 5 becomes applicable. The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.55.6.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall 5 will not apply to, and shall will terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an ***Confidential Treatment Requested Acquisition. Notwithstanding Section 5.5 7.5 hereof, the rights of first refusal established by this Section 4 5 may be amended, or any provision waived with and only with the written consent of the Company and the Major Founding Investors holding a majority of the Registrable Securities held by all Major Founding Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date closing of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities then held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority 75% of the Registrable Securities held by all Major Investors, or as permitted by Section 5.55.6.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply toto the Company’s Initial Offering, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.55.6.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Asset Transfer or Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with (which amendment or waiver shall be binding and only effective upon all Investors), with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.55.6.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s 's Initial Offering or (ii) an AcquisitionOffering. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Substantial Investors holding a majority of the Registrable Securities held by all Major Substantial Investors, or as permitted by Section 5.56.6.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) a upon an “Acquisition,” as defined in the Company’s Restated Charter. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority two-thirds of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition's Qualified OFFERING. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only waived, with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major InvestorsInvestors and the agreement of the Company, or as permitted by Section 5.55.6.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering which results in the Preferred Stock being converted into Common Stock or (ii) an “Acquisition” as defined in the Company’s Amended and Restated Certificate of Incorporation as in effect on the date hereof. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived waived, with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5Requisite Preferred Holders.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (ia) the effective date of the registration statement pertaining to the Company’s Initial Qualified Public Offering or (iib) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only waived, with the written consent of the Company and the Major New Investors holding a majority sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities held by all Major New Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Qualified Public Offering or (ii) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding holders of at least a majority of the Registrable Securities held by all Major Investorsthen outstanding, or as permitted by Section 5.55.7.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s 's Qualifying Initial Offering or (ii) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only waived, with the written consent of the Company and the Major Investors holding a majority at least sixty-seven percent (67%) of the Registrable Securities held by all Major Investors, or as permitted by Section 5.55.6.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s 's Initial Public Offering or (ii) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Significant Investors holding a majority of the Registrable Securities held by all Major InvestorsSignificant Investors provided all Significant Investors are affected substantially the same by such amendment or waiver, or as permitted by Section 5.55.6.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering in which all of the Preferred Stock is converted into Common Stock or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company Series D Investors and the Major Prior Investors holding a majority of the Registrable Securities held owned by all Major Series D Investors and Prior Investors, or as permitted by Section 5.55.7.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) immediately prior to the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisitiona Qualifying IPO. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority at least 66% of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier earliest of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or Offering, (ii) an AcquisitionAcquisition or (iii) an Asset Transfer. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, amended or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority holders of at least sixty-seven percent (67%) of the Registrable Securities then held by all the Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Public Offering or (ii) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the The rights of first refusal established by this Section 4 may be amended, amended or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all the Major Investors, or as permitted by Section 5.55.6.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisitiona Change in Control. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 5 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 6.6 hereof, the rights of first refusal established by this Section 4 5 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.56.6.