Common use of Written Modifications Clause in Contracts

Written Modifications. This Agreement 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 the Majority Stockholders; provided, however, (a) the consent of the Majority Founders shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) that discriminates against rights of the Founders specifically or against the holders of Founder Shares as such under this Agreement, (b) the consent of the Majority Quadrangle Investors shall be required for any Amendment that discriminates against the rights of the Quadrangle Investors specifically or against the holders of Quadrangle Investor Shares as such under this Agreement and (c) the consent of the Majority Other Investors shall be required for any Amendment that discriminates against the rights of the Other Investors specifically or against the holders of Other Investor Shares as such under this Agreement. In addition, any Amendment that amends provisions relating to restrictions on Transfer of Shares that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or participate in registered offerings of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided that, subject to Section 3.3.6 hereof, the addition of any new Investor hereunder shall not be deemed to be an adverse Amendment. Each such Amendment shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 6.2, any Amendment to the definitions used in such Section shall also require the specified consent.

Written Modifications. This Agreement 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 the Majority StockholdersInvestors; provided, however, that -------- ------- (a) the consent of the Majority Founders Other Holders shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) that discriminates against which has a material adverse effect on the rights or obligations of the Founders specifically or against the holders of Founder Other Shares as such under this Agreement, (b) the consent of the Majority Quadrangle Investors Managers shall be required for any Amendment that discriminates against amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the Quadrangle Investors specifically or against the holders of Quadrangle Investor Management Shares as such under this Agreement and Agreement, (c) the consent of the Majority Other Investors Employees shall be required for any Amendment that discriminates against the amendment, modification, extension, termination or waiver which has a material adverse effect on rights or obligations of the Other Investors specifically or against the holders of Other Investor Employee Shares as such under this Agreement (d) the consent of holders of a majority of the Shares originally issued to the NatWest Investors and the MCM Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Lender Shares as such under this Agreement. In addition, any Amendment that amends provisions relating to restrictions on Transfer of Shares that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or participate in registered offerings of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided that, subject to Section 3.3.6 hereof, the addition of any new Investor hereunder shall not be deemed to be an adverse Amendment. Each such Amendment amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 6.2, any Amendment to the definitions used in such Section shall also require the specified consent.

Written Modifications. This Agreement 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 the Majority Stockholders; provided, however, -------- ------- that (a) the consent of the Majority Founders HTM Investors shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) that discriminates against which has a material adverse effect on the rights of the Founders specifically or against the holders of Founder HTM Shares as such under this Agreement, (b) the consent of the Majority Quadrangle SMTC Investors shall be required for any Amendment that discriminates against amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the Quadrangle holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors specifically shall be required for any amendment, modification, extension, termination or against waiver which has a material adverse effect on the rights of the holders of Quadrangle Investor Pensar Shares as such under this Agreement and (cd) the consent of the Majority Other Investors Managers shall be required for any Amendment that discriminates against amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the Other Investors specifically or against the holders of Other Investor Management Shares as such under this Agreement. In addition, any Amendment that amends provisions relating to restrictions on Transfer of Shares that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or participate in registered offerings of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided that, subject to Section 3.3.6 hereof, the addition of any new Investor hereunder shall not be deemed to be an adverse Amendment. Each such Amendment amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 6.2, any Amendment to the definitions used in such Section shall also require the specified consent.

Written Modifications. This Agreement 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 the Majority StockholdersInvestors; provided, however, that (a) the consent of the Majority Founders Other Holders shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) that discriminates against which has a material adverse effect on the rights or obligations of the Founders specifically or against the holders of Founder Other Shares as such under this Agreement, (b) the consent of the Majority Quadrangle Investors Managers shall be required for any Amendment that discriminates against amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the Quadrangle Investors specifically or against the holders of Quadrangle Investor Management Shares as such under this Agreement and Agreement, (c) the consent of the Majority Other Investors Employees shall be required for any Amendment that discriminates against the amendment, modification, extension, termination or waiver which has a material adverse effect on rights or obligations of the Other Investors specifically or against the holders of Other Investor Employee Shares as such under this Agreement (d) the consent of holders of a majority of the Shares originally issued to the NatWest Investors and the MCM Managers shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on their rights or obligations under Section 8.2A of this Agreement and (e) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Lender Shares as such under this Agreement. In addition, any Amendment that amends provisions relating to restrictions on Transfer of Shares that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or participate in registered offerings of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided that, subject to Section 3.3.6 hereof, the addition of any new Investor hereunder shall not be deemed to be an adverse Amendment. Each such Amendment amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 6.2, any Amendment to the definitions used in such Section shall also require the specified consent.

Written Modifications. This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by all of the Company and the Majority StockholdersLead Investors; provided, however, that (a) the consent of the Majority Founders shall Co-Investors will be required for any amendment, modification, extension, termination or waiver (an “Amendment”) that discriminates against which has a - 31 - materially adverse and disproportionate effect on the rights of the Founders specifically or against the holders of Founder Co-Investor Shares as such relative to other Stockholders under this Agreement, Agreement and (b) the consent of the Majority Quadrangle Investors shall Managers will be required for any Amendment that discriminates against amendment, modification, extension, termination or waiver which has a materially adverse and disproportionate effect on the rights of the Quadrangle Investors specifically or against the holders of Quadrangle Investor Management Shares as such under this Agreement and (c) the consent of the Majority Other Investors shall be required for any Amendment that discriminates against the rights of the Other Investors specifically or against the holders of Other Investor Shares as such relative to other Stockholders under this Agreement. In addition, any Amendment that amends provisions relating to restrictions on Transfer of Shares that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or participate in registered offerings of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided that, subject to Section 3.3.6 hereof, the addition of any new Investor hereunder shall not be deemed to be an adverse Amendment. Each such Amendment shall amendment, modification, extension, termination and waiver will be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. Notwithstanding the foregoing, the parties hereto acknowledge and agree that in the event the Company ceases to have any shares of Class A Common Stock issued and outstanding, whether due to redemption, reorganization, recapitalization or other similar transaction with respect to the Class A Common Stock after the date hereof, all determinations, calculations or rights herein based upon ownership of Class A Common Stock shall automatically without any further action on the part of the parties hereto be modified and amended to provide that such determination, calculation or rights shall instead be based upon ownership of Class B Common Stock (as if the words “Class B Common Stock” were substituted for the words “Class A Common Stock” herein). In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section The effectiveness of this Agreement would require a specific consent pursuant is expressly conditioned upon the occurrence of the Closing and if the Merger Agreement is terminated in accordance with its terms prior to Closing then this Section 6.2, any Amendment to Agreement may be terminated by the definitions used in such Section shall also require the specified consentLead Investors. 9.3.

Written Modifications. This Agreement 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 the Majority Stockholders; provided, however, (a) the consent of the Majority Founders shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) that discriminates against rights of the Founders specifically or against the holders of Founder Shares as such under this Agreement, (b) the consent of the Majority Managers shall be required for any Amendment that discriminates against the rights of the Managers specifically or against the holders of Management Shares as such under this Agreement, (c) the consent of the Majority Quadrangle Investors shall be required for any Amendment that discriminates against the rights of the Quadrangle Investors specifically or against the holders of Quadrangle Investor Shares as such under this Agreement and (cd) the consent of the Majority Other Investors shall be required for any Amendment that discriminates against the rights of the Other Investors specifically or against the holders of Other Investor Shares as such under this Agreement. In addition, any Amendment that amends provisions relating to restrictions on Transfer of Shares that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or participate in registered offerings of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided that, subject to Section 3.3.6 hereof, the addition of any new Investor hereunder shall not be deemed to be an adverse Amendment. Each such Amendment shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 6.2, any Amendment to the definitions used in such Section shall also require the specified consent.

Written Modifications. This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company Xxxx Majority Holders and the Majority Stockholdersholders of a majority of all Securities then outstanding and each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Securities and Non-CSFB Warrant Securities subject hereto; provided, however, (a) the consent of the CSFB Majority Founders Holders shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) that discriminates against which has a material adverse effect on the rights of the Founders specifically or against the holders of Founder Shares CSFB Securities as such under this Agreement, (b) the consent of the Management Majority Quadrangle Investors Holders shall be required for any Amendment that discriminates against amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the Quadrangle Investors specifically or against the holders of Quadrangle Investor Shares Management Securities as such under this Agreement and Agreement, (c) the consent of the Non-CSFB Majority Other Investors Warrantholders shall be required for any Amendment that discriminates against amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the Other Investors specifically or against the holders of Other Investor Shares Non-CSFB Warrant Securities as such under this Agreement. In addition, any Amendment that amends provisions relating to restrictions on Transfer of Shares that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or participate in registered offerings of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided that, subject to Section 3.3.6 hereof, the addition of any new Investor hereunder shall not be deemed to be an adverse Amendment. Each such Amendment shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. In addition, each party hereto and each holder of Shares Securities or Other Holder Shares Non-CSFB Warrant Securities subject hereto may waive any right of its rights hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 6.2, any Amendment to the definitions used in such Section shall also require the specified consent.

Written Modifications. This Agreement may be amended, modified, extended or terminatedterminated (each, an “Amendment”), and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority StockholdersKohlberg Investors; provided, however, that (ai) the consent of the Majority Founders Other Investors shall be required for any amendment, modification, extension, termination or waiver that has a disproportionate (an “Amendment”as to any other stockholder or class or group of stockholders) that discriminates against rights of the Founders specifically or against the holders of Founder Shares as such under this Agreement, (b) the consent of the Majority Quadrangle Investors shall be required for any Amendment that discriminates against and adverse effect on the rights of the Quadrangle Other Investors specifically or against the holders of Quadrangle Investor Shares in their capacity as such under this Agreement and (cii) the consent of the Majority Other Investors Managers shall be required for any Amendment amendment, modification, extension, termination or waiver that discriminates against has a disproportionate (as to any other stockholder or class or group of stockholders) and adverse effect on the rights of the Other Investors specifically or against the holders of Other Investor Shares Managers in their capacity as such under this Agreement. In addition; provided, further, that any Amendment that amends provisions relating to restrictions on Transfer amendment, modification, supplement or waiver of Shares that is adverse (x) 2.1 (Confidentiality), 5.1 (Oral Modifications) or 5.2 (Written Modifications) or (y) any defined terms as used in any material respect to any Investor of the foregoing Sections referenced in the foregoing clause (x), in each case, that adversely affects the rights or Founder or that amends provisions affecting rights to demand or participate in registered offerings obligations of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided thatDesignated Investor, subject to Section 3.3.6 hereof, the addition of any new Investor hereunder shall not be deemed to be an adverse Amendmentmade or given without the prior written resolution of the Designated Investor so affected. Each such Amendment shall be binding upon each party hereto and each holder of Shares or Other Holder Shares Stockholder subject hereto. In addition, each party hereto and each holder of Shares or Other Holder Shares Stockholder subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To Notwithstanding anything to the extent contrary in this Section 5.2, this Agreement may be amended by the Amendment Company solely with the consent of the Majority Kohlberg Investors (i) to join as a party to this Agreement any officer, director or employee of, or consultant or advisor to, the Company or any Affiliate of the Company who holds or will hold Common Stock or Options as a “Manager,” (ii) to join as a party to this Agreement any Permitted Transferee of a Manager as a “Manager,” (iii) to join as a party to this Agreement any Permitted Transferee of any Section of Investor as an “Investor” and (iv) to join as a party to this Agreement would require a specific consent pursuant this Section 6.2, any Amendment to the definitions used in such Section shall also require the specified consentPermitted Transferee of any Other Investor as an “Other Investor”.

Written Modifications. This Subject to Section 7.2, this Agreement 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 the Majority StockholdersLead Investors; provided, however, that (a) the consent of the Majority Founders shall Other Investors will be required for any amendment, modification, extension, termination or waiver (an “Amendment”) that discriminates against which has a materially adverse and disproportionate effect on the rights of the Founders specifically or against the holders of Founder Other Investor Shares as such relative to the Lead Investors under this Agreement, (b) the consent of the Majority Quadrangle Other Investors shall will be required for any Amendment that discriminates against amendment, modification, extension, termination or waiver which has an adverse effect on the specific rights of the Quadrangle Investors specifically or against the holders of Quadrangle Other Investor Shares as such under this Agreement and or provides any Lead Investor (or any Affiliate of any Lead Investor) with any additional or different rights specific to such Lead Investor or Affiliate thereof which are not otherwise granted to the Other Investors (whether as a result of the identification of such Lead Investor or Affiliate or the creation of any test, standard or other qualifying fact or circumstance that applies uniquely to such Lead Investor or Affiliate), (c) the consent of the Majority Other Investors shall Managers will be required for any Amendment that discriminates against amendment, modification, extension, termination or waiver which has a materially adverse and disproportionate effect on the rights of the Other Investors specifically or against the holders of Other Investor Management Shares as such relative to other Stockholders under this Agreement. In addition, and (d) the consent of the Majority Other Investors will be required for any Amendment that amends provisions relating to restrictions on Transfer amendment, modification, waiver, extension or termination of Shares Section 3 that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or participate in registered offerings of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided that, subject to Section 3.3.6 hereof, the addition of any new Investor hereunder shall not be deemed to be an adverse AmendmentOther Investors. Each such Amendment shall amendment, modification, extension, termination and waiver will be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To Notwithstanding the extent foregoing, the Amendment amendment, modification, extension, termination or waiver of any Section 6.1 or Section 8.5 of this Agreement would require a specific shall not be permitted without the consent pursuant of each of BCV (on behalf of the Xxxx Group), the Remedy Founders (on behalf of the Remedy Founders Group), and LHP Holding (on behalf of the LHP Holding Group). Subject to the foregoing sentence (and all additional approvals required thereunder, where applicable), but notwithstanding anything else to the contrary in this Section 6.211.2, any Amendment to after the definitions used Effective Date, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in such Section shall also require writing signed by the specified consentMajority Lead Investors and a Majority of the Minority Holders.

Written Modifications. This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by all of the Company and the Majority StockholdersLead Investors; provided, however, that (a) the consent of the Majority Founders shall Co-Investors will be required for any amendment, modification, extension, termination or waiver (an “Amendment”) that discriminates against which has a materially adverse and disproportionate effect on the rights of the Founders specifically or against the holders of Founder Co-Investor Shares as such relative to other Stockholders under this Agreement, Agreement and (b) the consent of the Majority Quadrangle Investors shall Managers will be required for any Amendment that discriminates against amendment, modification, extension, termination or waiver which has a materially adverse and disproportionate effect on the rights of the Quadrangle Investors specifically or against the holders of Quadrangle Investor Management Shares as such under this Agreement and (c) the consent of the Majority Other Investors shall be required for any Amendment that discriminates against the rights of the Other Investors specifically or against the holders of Other Investor Shares as such relative to other Stockholders under this Agreement. In addition, any Amendment that amends provisions relating to restrictions on Transfer of Shares that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or participate in registered offerings of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided that, subject to Section 3.3.6 hereof, the addition of any new Investor hereunder shall not be deemed to be an adverse Amendment. Each such Amendment shall amendment, modification, extension, termination and waiver will be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. Notwithstanding the foregoing, the parties hereto acknowledge and agree that in the event the Company ceases to have any shares of Class A Common Stock issued and outstanding, whether due to redemption, reorganization, recapitalization or other similar transaction with respect to the Class A Common Stock after the date hereof, all determinations, calculations or rights herein based upon ownership of Class A Common Stock shall automatically without any further action on the part of the parties hereto be modified and amended to provide that such determination, calculation or rights shall instead be based upon ownership of Class B Common Stock (as if the words “Class B Common Stock” were substituted for the words “Class A Common Stock” herein). In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section The effectiveness of this Agreement would require a specific consent pursuant is expressly conditioned upon the occurrence of the Closing and if the Merger Agreement is terminated in accordance with its terms prior to Closing then this Section 6.2, any Amendment to Agreement may be terminated by the definitions used in such Section shall also require the specified consentLead Investors.

Written Modifications. This Agreement 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 the Majority StockholdersInvestors; provided, however, that -------- ------- (a) the consent of the Majority Founders Other Holders shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) that discriminates against which has a material adverse effect on the rights or obligations of the Founders specifically or against the holders of Founder Other Shares as such under this Agreement, (b) the consent of the Majority Quadrangle Investors Managers shall be required for any Amendment that discriminates against amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the Quadrangle Investors specifically or against the holders of Quadrangle Investor Management Shares as such under this Agreement, (c) the consent of the Majority Employees shall be required for any amendment modification, extension, termination or waiver which has a material adverse effect on rights or obligations of the holders of Employee Shares as such under this Agreement, (d) the consent of the Majority Lenders shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the holders of Lender Shares as such under this Agreement and (ce) the consent of the Majority Other Investors Senior Lenders shall be required for any Amendment that discriminates against amendment, modification, extension, termination or waiver which has a material adverse effect on the rights or obligations of the Other Investors specifically or against the holders of Other Investor Senior Lender Shares as such under this Agreement. In addition, any Amendment that amends provisions relating to restrictions on Transfer of Shares that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or participate in registered offerings of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided that, subject to Section 3.3.6 hereof, the addition of any new Investor hereunder shall not be deemed to be an adverse Amendment. Each such Amendment amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 6.2, any Amendment to the definitions used in such Section shall also require the specified consent.

Written Modifications. This Agreement 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 the Majority Stockholders; provided, however, that (a) the consent of the Majority Founders HTM Investors shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) that discriminates against which has a material adverse effect on the rights of the Founders specifically or against the holders of Founder HTM Shares as such under this Agreement, (b) the consent of the Majority Quadrangle SMTC Investors shall be required for any Amendment that discriminates against amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the Quadrangle holders of SMTC Shares as such under this Agreement, (c) the consent of the Majority Pensar Investors specifically shall be required for any amendment, modification, extension, termination or against waiver which has a material adverse effect on the rights of the holders of Quadrangle Investor Pensar Shares as such under this Agreement (d) the consent of the Majority Qualtron Investors shall be required for any amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Qualtron Shares as such under this Agreement and (ce) the consent of the Majority Other Investors Managers shall be required for any Amendment that discriminates against amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the Other Investors specifically or against the holders of Other Investor Management Shares as such under this Agreement. In addition, any Amendment that amends provisions relating to restrictions on Transfer of Shares that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or participate in registered offerings of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided that, subject to Section 3.3.6 hereof, the addition of any new Investor hereunder shall not be deemed to be an adverse Amendment. Each such Amendment amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 6.2, any Amendment to the definitions used in such Section shall also require the specified consent.

Written Modifications. This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company Bain Majority Holders and the Majority Stockholdersholders of a majority of all Securities then outstanding and each such amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Securities and Non-CSFB Warrant Securities subject hereto; provided, however, (a) the consent of the CSFB Majority Founders Holders shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) that discriminates against which has a material adverse effect on the rights of the Founders specifically or against the holders of Founder Shares CSFB Securities as such under this Agreement, (b) the consent of the Management Majority Quadrangle Investors Holders shall be required for any Amendment that discriminates against amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the Quadrangle Investors specifically or against the holders of Quadrangle Investor Shares Management Securities as such under this Agreement and Agreement, (c) the consent of the Non-CSFB Majority Other Investors Warrantholders shall be required for any Amendment that discriminates against amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the Other Investors specifically or against the holders of Other Investor Shares Non-CSFB Warrant Securities as such under this Agreement. In addition, any Amendment that amends provisions relating to restrictions on Transfer of Shares that is adverse in any material respect to any Investor or Founder or that amends provisions affecting rights to demand or participate in registered offerings of shares or in other offerings of shares by the Company in a manner that is adverse in any material respect to any Investor or Founder will require the approval of each such Investor or Founder; provided that, subject to Section 3.3.6 hereof, the addition of any new Investor hereunder shall not be deemed to be an adverse Amendment. Each such Amendment shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. In addition, each party hereto and each holder of Shares Securities or Other Holder Shares Non-CSFB Warrant Securities subject hereto may waive any right of its rights hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant this Section 6.2, any Amendment to the definitions used in such Section shall also require the specified consent.