Common use of Waiver; Amendment; Termination Clause in Contracts

Waiver; Amendment; Termination. (a) This Agreement (including any schedule hereto) may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company, and Stockholders holding no less than a majority of the then outstanding Voting Securities; provided, however, that: (i) the consent of any 2006 Rollover Holder shall be required for any amendment, modification, extension, waiver, or termination under this Agreement (an “Amendment”) that discriminates against such 2006 Rollover Holder or adversely affects the rights of such 2006 Rollover Holder as such under this Agreement; (ii) if the Golden Gate Investor owns at least 3.5% of the then outstanding Voting Securities, the consent of the Golden Gate Investor shall be required for any Amendment; and if the Golden Gate Investor owns less than 3.5% of the then outstanding Voting Securities, the consent of the Golden Gate Investor shall be required for any Amendment that discriminates against the Golden Gate Investor or adversely affects the rights of the Golden Gate Investor under this Agreement; (iii) if the CCCS Holders collectively own at least 3.5% of the then outstanding Voting Securities, the consent of holders of a majority of the Company Securities held by such CCCS Holders shall be required for any Amendment; and if the CCCS Holders collectively own less than 3.5% of the then outstanding Voting Securities, the consent of holders of a majority of the Company Securities held by such CCCS Holders shall be required for any Amendment that discriminates against any CCCS Holder or adversely affects the rights of any CCCS Holder under this Agreement; (iv) the consent of the holders of a majority of the Company Securities held by all Management Holders shall be required for any Amendment that discriminates against the Management Holders or adversely affects the rights of such Management Holders as such under this Agreement; and (v) the consent of any party shall be required for any Amendment that discriminates against such party or adversely affects the rights of such party. Each such Amendment shall be binding upon each party hereto. In addition, each party hereto may waive any right hereunder by an instrument in writing signed by such party or holder, and no waiver of any right hereunder will be effective unless in writing signed by the party against whom such waiver would purport to be enforceable. To the extent the Amendment of any

Waiver; Amendment; Termination. (a) This No provision of this Agreement (including any schedule hereto) may be amended, modified, extended waived or terminatedotherwise modified (either generally or in a particular instance, and the provisions hereof may be waived, only either retroactively or prospectively) except by an agreement instrument in writing signed executed by the Company, Company with approval of the Board of Directors and Stockholders holding no less than a majority at least 60% of the then outstanding Voting SecuritiesCommon Share Equivalents held by Stockholders at the time of such proposed amendment or modification; providedprovided that any amendment that would disproportionately impose restrictions in addition to the transfer restrictions set forth in ARTICLE 3 on a dissenting Stockholder’s right to transfer its Shares, however, that: (i) shall require the consent of the Stockholder so affected; provided further that any 2006 Rollover Holder amendment of Section 2.01(a)(i) and Section 2.01(a)(ii) may not be effected without, and shall require, the consent of each Fund whose rights pursuant to such Section 2.01(a)(i) and Section 2.01(a)(ii) are affected by such amendment; provided further that any amendment of Section 3.06 (and the definitions referenced or used therein) may not be required for effected without, and shall require, the consent of BSC; provided further that any amendment, modification, extension, waiver, or termination Investors purchasing shares under the Series E Purchase Agreement after the Initial Closing (as defined in the Series E Purchase Agreement) may become parties to this Agreement (an as a “Amendment”) Preferred Stockholder” without any amendment of this Agreement pursuant to this paragraph or any consent or approval of any other Stockholder; provided further that discriminates against such 2006 Rollover Holder or any amendment of the definition of “Qualified Holder” that adversely affects the rights of such 2006 Rollover a holder of Series D Preferred Shares to be treated as a Qualified Holder as such under this Agreement; (ii) , if such holder of Series D Preferred Shares was a Qualified Holder after the Golden Gate Investor owns Initial First Tranche Closing of the Series D Financing, shall not be effective against such holder of Series D Preferred Shares without the written consent thereto of the holders of at least 3.580% of the then outstanding Voting Securities, the consent Series D Preferred Shares; provided further that any amendment of Section 5.02 (or any of the Golden Gate Investor definitions referenced or used therein) that adversely affects the rights of a holder of Series D Preferred Shares under such Section shall not be required for any Amendment; and if effective against such holder of Series D Preferred Shares without the Golden Gate Investor owns less than 3.5written consent thereto of the holders of at least 80% of the then outstanding Voting Securities, Series D Preferred Shares; and provided further that any amendment to Section 4.03 relating to exclusions of securities purchased in the consent of open-market transactions or pursuant to a Public Offering from the Golden Gate Investor shall be required for any Amendment Lock-Up Period that discriminates against the Golden Gate Investor or adversely affects the rights of the Golden Gate Investor under this Agreement; (iii) if the CCCS Holders collectively own at least 3.5% of the then outstanding Voting SecuritiesDeerfield may not be effected without, and shall require, the consent of holders of a majority of the Company Securities held by Deerfield. Any such CCCS Holders shall be required for any Amendment; and if the CCCS Holders collectively own less than 3.5% of the then outstanding Voting Securitiesamendment, the consent of holders of a majority of the Company Securities held by such CCCS Holders shall be required for any Amendment that discriminates against any CCCS Holder waiver, discharge or adversely affects the rights of any CCCS Holder under termination effected in accordance with this Agreement; (iv) the consent of the holders of a majority of the Company Securities held by all Management Holders shall be required for any Amendment that discriminates against the Management Holders or adversely affects the rights of such Management Holders as such under this Agreement; and (v) the consent of any party shall be required for any Amendment that discriminates against such party or adversely affects the rights of such party. Each such Amendment paragraph shall be binding upon each party heretoStockholder that has entered into this Agreement. Except as otherwise provided in the first sentence of this Section 6.03(a), each Stockholder acknowledges that by the operation of this paragraph, the holders of at least 60% of the outstanding Common Share Equivalents held by Stockholders at the time of such proposed amendment or modification will have the right and power to modify, diminish or eliminate all rights of such Stockholder under this Agreement. (b) In addition, each party hereto may waive any right hereunder by an instrument amendment or modification of any provision of this Agreement that would disparately and adversely affect any Fund in writing signed a manner disproportionate to the manner in which the other Funds are affected by such party amendment or holder, modification may be effected only with the consent of such disparately and adversely affected Fund. (c) This Agreement shall terminate as to all provisions hereunder and be of no waiver further force or effect upon the date five (5) years following the Closing of any right hereunder will be effective unless in writing signed by the party against whom such waiver would purport to be enforceable. To the extent the Amendment of anya Qualifying IPO.

Waiver; Amendment; Termination. (a) This Subject to Section 7.03(b), no provision of this Agreement (including any schedule hereto) may be amended, modified, extended waived or terminated, and the provisions hereof may be waived, only otherwise modified except by an agreement instrument in writing signed executed by the Company, Company with approval of the Board and Stockholders holding no less than at least a majority of the outstanding Common Shares (including, for purposes of calculating the Common Stock outstanding at such time, the number of Common Shares issuable upon conversion of all Preferred Stock, if any, owned by any Investor Stockholder without regard to any limitations on conversion that may apply pursuant to the terms of the Preferred Stock, but in any event not including such number of Common Shares issuable upon conversion of any Preferred Stock in the determination of the majority of the outstanding Common Stock) on a Fully-Diluted basis held by such Stockholders at the time of such proposed amendment or modification; provided that, to the extent such provision requires a greater percentage vote, then outstanding Voting Securitiessuch provision shall not be amended, waived or otherwise modified by less than the percentage called for by such provision. In addition, any party may waive any provision of this Agreement with respect to itself by an instrument in writing executed by the party against whom the waiver is to be effective. No consideration shall be offered or paid to any Stockholder to amend or consent to a waiver or modification of any provision of this Agreement unless the other Stockholders are offered the same consideration on a pro rata basis (based on the number of shares held). No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable law. (b) In addition, any amendment, waiver or modification of any provision of this Agreement that would adversely affect the rights of any Stockholder in a manner that is adverse relative to the treatment of any other Stockholder shall also require the prior written consent of such Stockholder; provided that any amendment, waiver or modification to Section 5.04 shall require the written consent of each Stockholder, regardless of the relative affect of such amendment as compared to other Stockholders; provided, howeverfurther, thatthat any amendment, waiver or modification to Section 7.12, Section 7.13, Section 7.17 shall require the written consent of each affected Stockholder, regardless of the relative affect of such amendment as compared to other Stockholders; (c) This Agreement shall be effective commencing on the completion of the Holding Company Reorganization and shall terminate automatically and immediately and be of no further force or effect upon the earliest to occur of the following: (i) the consent of any 2006 Rollover Holder shall be required for any amendment, modification, extension, waiver, or termination under this Agreement (an “Amendment”) that discriminates against such 2006 Rollover Holder or adversely affects the rights of such 2006 Rollover Holder as such under this Agreementa Qualified Public Offering; (ii) if the Golden Gate Investor owns at least 3.5% a Change of the then outstanding Voting Securities, the consent of the Golden Gate Investor shall be required for any AmendmentControl; and if the Golden Gate Investor owns less than 3.5% of the then outstanding Voting Securities, the consent of the Golden Gate Investor shall be required for any Amendment that discriminates against the Golden Gate Investor or adversely affects the rights of the Golden Gate Investor under this Agreement;and (iii) if April 29, 2036, which is the CCCS Holders collectively own at least 3.5% twenty-fifth (25th) anniversary of the then outstanding Voting Securities, the consent of holders of a majority closing date of the Company Securities held by such CCCS Holders shall be required for any Amendment; and if Initial Drawdown (as defined in the CCCS Holders collectively own less than 3.5% of the then outstanding Voting Securities, the consent of holders of a majority of the Company Securities held by such CCCS Holders shall be required for any Amendment that discriminates against any CCCS Holder or adversely affects the rights of any CCCS Holder under this Bank Investment Agreement; (iv) the consent of the holders of a majority of the Company Securities held by all Management Holders shall be required for any Amendment that discriminates against the Management Holders or adversely affects the rights of such Management Holders as such under this Agreement; and (v) the consent of any party shall be required for any Amendment that discriminates against such party or adversely affects the rights of such party. Each such Amendment shall be binding upon each party hereto. In addition, each party hereto may waive any right hereunder by an instrument in writing signed by such party or holder, and no waiver of any right hereunder will be effective unless in writing signed by the party against whom such waiver would purport to be enforceable. To the extent the Amendment of any).

Waiver; Amendment; Termination. (a) This Agreement (including any schedule hereto) Except as otherwise provided for in this Section 7.03, but subject to the Shareholder Reserved Matters, no provision of this Deed may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company, and Stockholders holding no less than a majority of the then outstanding Voting Securities; provided, however, that: (i) the consent of any 2006 Rollover Holder shall be required for any amendment, modification, extension, waiver, or termination under this Agreement (an “Amendment”) that discriminates against such 2006 Rollover Holder or adversely affects the rights of such 2006 Rollover Holder as such under this Agreement; (ii) if the Golden Gate Investor owns at least 3.5% of the then outstanding Voting Securities, the consent of the Golden Gate Investor shall be required for any Amendment; and if the Golden Gate Investor owns less than 3.5% of the then outstanding Voting Securities, the consent of the Golden Gate Investor shall be required for any Amendment that discriminates against the Golden Gate Investor or adversely affects the rights of the Golden Gate Investor under this Agreement; (iii) if the CCCS Holders collectively own at least 3.5% of the then outstanding Voting Securities, the consent of holders of a majority of the Company Securities held by such CCCS Holders shall be required for any Amendment; and if the CCCS Holders collectively own less than 3.5% of the then outstanding Voting Securities, the consent of holders of a majority of the Company Securities held by such CCCS Holders shall be required for any Amendment that discriminates against any CCCS Holder or adversely affects the rights of any CCCS Holder under this Agreement; (iv) the consent of the holders of a majority of the Company Securities held by all Management Holders shall be required for any Amendment that discriminates against the Management Holders or adversely affects the rights of such Management Holders as such under this Agreement; and (v) the consent of any party shall be required for any Amendment that discriminates against such party or adversely affects the rights of such party. Each such Amendment shall be binding upon each party hereto. In addition, each party hereto may waive any right hereunder waived except by an instrument in writing signed by such party or holder, and no waiver of any right hereunder will be effective unless in writing signed executed by the party against whom the waiver is to be effective, and no provision of this Deed may be amended or otherwise modified except by an instrument in writing executed by the Company and such Shareholders whose cumulative Aggregate Ownership Percentage exceeds fifty percent (50%), including GDSH (for so long as GDSH is a Major Shareholder) and the Series A Supermajority. Any party hereto may at any time irrevocably waive any or all of its rights under this Deed by delivering a waiver of such rights, which states that such waiver is irrevocable, in writing to each of the other parties hereto. Notwithstanding anything to the contrary in the foregoing, any amendment, waiver or modification of any provision of this Deed that would purport adversely affect the rights, obligations, powers or interests of any Shareholder in a manner that is disproportionate from the manner in which it affects such matters with respect to other Shareholders may be effected only with the written consent of the Shareholder so disproportionately affected. (b) This Deed shall terminate and be of no further force and effect: (i) with respect to any Shareholder, subject to Section 3.02(a), upon such Shareholder ceasing to beneficially own any Company Securities, and such Shareholder shall cease to be enforceable. To bound by the terms hereof; or (ii) upon the consummation of an IPO; provided that (A) the provisions of Section 2.01(b), Section 2.11, Section 3.01(c), Section 5.02, Section 5.03, Section 5.04(d), Section 5.04(e), Section 6.02, Section 6.04 and this Article VII shall survive any termination of this Deed pursuant to this Section 7.03(b)(ii); (B) the Series A Liquidation Preference in respect of any Series A Preferred Shares that remains outstanding following an IPO will survive until such Series A Preferred Shares are converted into Ordinary Shares in accordance with the terms of this Deed and the Articles; and (C) the Registration Rights shall survive any Public Listing; provided further, that any termination of this Deed with respect to any Shareholder or otherwise shall not relieve any Shareholder from any obligations or liabilities arising from a breach of its obligations hereunder occurring prior to such termination. (c) No party shall have any liability whatsoever for or in connection with any consequential or indirect damages in connection with this Deed or the transactions contemplated hereunder except to the extent the Amendment of anyreasonably foreseeable or awarded in a third party proceeding.

Waiver; Amendment; Termination. (a) This Agreement Except as otherwise provided for in this Section 7.03, but subject to the Shareholder Reserved Matters (including any schedule hereto) as provided therein), no provision of this Deed may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company, and Stockholders holding no less than a majority of the then outstanding Voting Securities; provided, however, that: (i) the consent of any 2006 Rollover Holder shall be required for any amendment, modification, extension, waiver, or termination under this Agreement (an “Amendment”) that discriminates against such 2006 Rollover Holder or adversely affects the rights of such 2006 Rollover Holder as such under this Agreement; (ii) if the Golden Gate Investor owns at least 3.5% of the then outstanding Voting Securities, the consent of the Golden Gate Investor shall be required for any Amendment; and if the Golden Gate Investor owns less than 3.5% of the then outstanding Voting Securities, the consent of the Golden Gate Investor shall be required for any Amendment that discriminates against the Golden Gate Investor or adversely affects the rights of the Golden Gate Investor under this Agreement; (iii) if the CCCS Holders collectively own at least 3.5% of the then outstanding Voting Securities, the consent of holders of a majority of the Company Securities held by such CCCS Holders shall be required for any Amendment; and if the CCCS Holders collectively own less than 3.5% of the then outstanding Voting Securities, the consent of holders of a majority of the Company Securities held by such CCCS Holders shall be required for any Amendment that discriminates against any CCCS Holder or adversely affects the rights of any CCCS Holder under this Agreement; (iv) the consent of the holders of a majority of the Company Securities held by all Management Holders shall be required for any Amendment that discriminates against the Management Holders or adversely affects the rights of such Management Holders as such under this Agreement; and (v) the consent of any party shall be required for any Amendment that discriminates against such party or adversely affects the rights of such party. Each such Amendment shall be binding upon each party hereto. In addition, each party hereto may waive any right hereunder waived except by an instrument in writing signed by such party or holder, and no waiver of any right hereunder will be effective unless in writing signed executed by the party against whom the waiver is to be effective, and no provision of this Deed may be amended or otherwise modified except by an instrument in writing executed by the Company and such Shareholders whose cumulative Aggregate Ownership Percentage exceeds fifty percent (50%), including GDSH (for so long as GDSH is a Major Shareholder), the Series A Supermajority, and the Series B Supermajority. Any party hereto may at any time irrevocably waive any or all of its rights under this Deed by delivering a waiver of such rights, which states that such waiver is irrevocable, in writing to each of the other parties hereto. Notwithstanding anything to the contrary in the foregoing, any amendment, waiver or modification of any provision of this Deed that would purport adversely affect the rights, obligations, powers or interests of any Shareholder in a manner that is disproportionate from the manner in which it affects such matters with respect to other Shareholders may be effected only with the written consent of the Shareholder so disproportionately affected. (b) This Deed shall terminate and be of no further force and effect: (i) with respect to any Shareholder, subject to Section 3.02(a)(i), upon such Shareholder ceasing to beneficially own any Company Securities, and such Shareholder shall cease to be enforceable. To bound by the terms hereof; or (ii) upon the completion of an IPO; provided that (A) the provisions of Section 2.01(b), Section 2.11, Section 3.01(c), Section 5.02, Section 5.03, Section 5.04(d), Section 5.04(e), Section 6.02, Section 6.04, Section 6.11 and this Article VII shall survive any termination of this Deed pursuant to this Section 7.03(b)(ii); (B) the Series A Liquidation Preference (in respect of any Series A Preferred Shares that remains outstanding following an IPO) and the Series B Liquidation Preference (in respect of any Series B Preferred Shares that remains outstanding following an IPO) will survive until such Series A Preferred Shares or Series B Preferred Shares (as applicable) are converted into Ordinary Shares in accordance with the terms of this Deed and the Articles (in each case subject to any proportional adjustments to be made to the Conversion Price for any share dividend or distribution, share split or subdivision, combination or consolidation, reorganization, recapitalization, reclassification or other similar event affecting such Preferred Shares); and (C) the Registration Rights shall survive any Public Listing, IPO or QIPO; provided further, that any termination of this Deed with respect to any Shareholder or the Company or otherwise shall not relieve any such party from any obligations or liabilities arising from a breach of its obligations hereunder occurring prior to such termination. (c) No party shall have any liability whatsoever for or in connection with any consequential or indirect damages in connection with this Deed or the transactions contemplated hereunder except to the extent the Amendment of anyreasonably foreseeable or awarded in a third party proceeding.