Common use of Waiver of Anti-Dilution Adjustments Clause in Contracts

Waiver of Anti-Dilution Adjustments. All holders of any and all Stock Equivalents of the Company shall have duly and validly waived in writing, by a binding agreement (acceptable in all respects by counsel to the Purchaser), any and all anti-dilution adjustments that would adjust the conversion price of such Stock Equivalents or adjust the number of shares of Common Stock into which such Stock Equivalents are exercisable as a result of the consummation of the transactions contemplated by the Transaction Documents and the adjustment of the conversion price of the Series 2 Preferred Stock in accordance with the terms of the Series 2 Preferred Stock or the Recapitalization Price of the Series 3 Preferred Stock contemplated by the Amended and restated Certificate of Incorporation (including, without limitation, in connection with a Recapitalization (as defined in the Amended and Restated Certificate of Incorporation) or an IPO); provided, however, that the foregoing condition may be satisfied only with respect to the holders of shares of Series 1 Preferred (but not with respect to any holder of shares of Series 2 Preferred or any other Stock Equivalent of the Company) by consent to the filing of the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit A with the Secretary of State of the State of Delaware.

Waiver of Anti-Dilution Adjustments. All holders of any and all Stock Equivalents of the Company shall have duly and validly waived in writing, by a binding agreement (acceptable in all respects by counsel to the PurchaserPurchasers), any and all anti-dilution adjustments that would adjust the conversion price of such Stock Equivalents or adjust the number of shares of Common Stock into which such Stock Equivalents are exercisable as a result of the consummation of the transactions contemplated by the Transaction Documents and the adjustment of the conversion price of the Series 2 Preferred Stock in accordance with the terms of the Series 2 Preferred Stock or the Recapitalization Price of the Series 3 Preferred Stock contemplated by the Amended and restated Certificate of Incorporation (including, without limitation, in connection with a Recapitalization (as defined in the Amended and Restated Certificate of Incorporation) or an IPO); provided, however, that the foregoing condition may be satisfied only with respect to the holders of shares of Series 1 Preferred (but not with respect to any holder of shares of Series 2 Preferred or any other Stock Equivalent of the Company) by consent to the filing of the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit A with the Secretary of State of the State of Delaware.