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 a Qualified IPO or (ii) a Deemed Liquidation Event. Notwithstanding Section 5.5 hereof and subject to Section 4.4 above, the rights of first refusal established by this Section 4 may be amended, or any provision waived with respect to all Major Investors holding Registrable Securities 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, except that no such waiver shall be effective unless such waiver, by its terms, applies to all Major Investors holding Registrable Securities in the same fashion.

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 a Qualified IPO the Company’s Initial Offering or (ii) an Acquisition as defined in the Company’s Certificate of Incorporation as in effect as of the date hereof, which is approved by a Deemed Liquidation Eventmajority of the holders of the Shares pursuant to Section 2(c)(iv) of Part D of Article IV thereof (if applicable). Notwithstanding Section 5.5 hereof and subject to Section 4.4 abovehereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with respect to all Major Investors holding Registrable Securities with and only with the written consent of the Company and the Major Preferred Investors holding a majority of the Registrable Securities held by all Major Preferred Investors, or as permitted by Section 5.5, except that no such waiver shall be effective unless such waiver, by its terms, applies to all Major Investors holding Registrable Securities in the same fashion.

Termination and Waiver of Rights of First Refusal. The Notwithstanding Section 5.14 (ii) of this Agreement, the rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) on the effective date of the registration statement pertaining to a the Company’s Qualified IPO or (ii) a Deemed Liquidation EventOffering. Notwithstanding Section 5.5 hereof and subject to Section 4.4 abovehereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with respect to all Major Investors holding Registrable Securities with and only a particular transaction, with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors; provided, or as permitted by Section 5.5however, except that no any such waiver shall be effective unless such waiverwill also require the written consent of the Adversely Affected Holders (as defined in Section 5.5(d), by its terms, applies to all Major Investors holding Registrable Securities in the same fashionif any).

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 a Qualified IPO or the Company’s Initial Offering, (ii) a Deemed Liquidation Eventany consolidation, merger or reorganization described in Section IV(3)(c)(i) of the Company’s Certificate of Incorporation in effect as of the Effective Date or (iii) an “Asset Transfer” or “Acquisition”, each as defined in the Company’s Amended and Restated Certificate of Incorporation as in effect as of the Effective Date. Notwithstanding Section 5.5 hereof and subject to Section 4.4 above, the The rights of first refusal established by this Section 4 may be amended, or any provision waived with respect to all Major Investors holding Registrable Securities 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 5.5, except that no such waiver shall be effective unless such waiver, by its terms, applies to all Major Investors holding Registrable Securities in the same fashion.

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 a Qualified IPO the Company’s Initial Offering (provided that in connection with such Initial Offering all outstanding shares of Preferred Stock are converted to Common Stock) or (ii) a Deemed Liquidation Eventan Acquisition or Asset Transfer (each as defined in the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time). Notwithstanding Section 5.5 hereof and subject to Section 4.4 abovehereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with respect to all Major Investors holding Registrable Securities with and only with the written consent of the Company and the Major Series C Investors holding a majority of the Registrable Securities held by all Major Series C Investors, or as permitted by Section 5.5, except that no such waiver shall be effective unless such waiver, by its terms, applies to all Major Investors holding Registrable Securities in the same fashion.

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 a Qualified IPO or (ii) a Deemed Liquidation Eventan Acquisition. Notwithstanding Section 5.5 hereof and subject to Section 4.4 abovehereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with respect to all Major Investors holding Registrable Securities 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; provided, except however that no such waiver shall the rights of first refusal established by this Section 4 may not be effective unless such waiveramended, by its termsor any provision waived, applies (a) with respect to all Major Investors holding Registrable Securities in the same fashion.any Investor that is a holder of Series B Stock, without the