AMENDMENT AND WAIVER AGREEMENT

Exhibit 10.32

AMENDMENT AND WAIVER AGREEMENT

     This Amendment and Waiver Agreement (this “Agreement”) is made and entered into effective as of September 20, 2007, by and among TomoTherapy Incorporated, a Wisconsin corporation (the “Company”), and the undersigned Persons and entities listed on Exhibit A hereto (the “Investors”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Investment Agreement (as defined below).

RECITALS

     WHEREAS, the Investors and the Company have entered into that certain Amended and Restated Investment Agreement dated as of February 8, 2007 (as modified by this Agreement, the “Investment Agreement”); and

     WHEREAS, certain Rightholders desire to implement a Demand Registration of a portion of such Investors’ Registrable Securities pursuant to a Registration Statement on Form S-1 that the Company anticipates filing with the Securities and Exchange Commission in September 2007 (the “Proposed Offering”); and

     WHEREAS, in connection with the Proposed Offering, the Company and the Investors desire to allow the registration under the Securities Act of a portion of the Common Shares held by Persons other than the Investors but for which the orderly sale of such Common Shares in the Proposed Offering would likely be in the best interests of the Investors.

     NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

     1. Demand Registration. The Company and each Investor hereby acknowledges that the Proposed Offering constitutes a Demand Registration under Section 2.1(a) of the Investment Agreement.

     2. Amendment of Section 2.1(a). Each Investor hereby agrees that for purposes of the Proposed Offering only:

     (a) the fourth sentence of Section 2.1(a) shall be deleted and replaced with the following sentence:

     “Notwithstanding any other provision of this section, if the managing underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, then the Company shall so advise the Rightholders which would otherwise be underwritten pursuant to this provision, and the number of shares that may be included in the underwriting shall be allocated

among the Rightholders and the Other Shareholders (as defined below), subject to the Participation Cap (as defined below), in proportion, as nearly as practicable, to the respective amounts of Investor Eligible Securities (as defined below) held by such Rightholders and Other Eligible Securities held by such Other Shareholders.”

     3. Waiver of Restriction on Grants of Registration Rights. The Company and each Investor hereby waives the provisions of Section 2.8 of the Investment Agreement to the extent necessary to permit the registration under the Securities Act in the Proposed Offering of;

               (a) Common Shares held by any Investor that are: (i) Registrable Securities; (ii) Common Shares acquired prior to the Company’s initial public offering, which are not Registrable Securities; and (iii) Common Shares issued or issuable upon the exercise of options or warrants that vested prior to or on August 31, 2007 (collectively, the “Investor Eligible Securities”); and

               (b) Common Shares held by any Persons other than Investors (“Other Shareholders”) that are (i) Common Shares acquired prior to the Company’s initial public offering, which are not Registrable Securities; and (ii) Common Shares issued or issuable upon the exercise of options or warrants that vested prior to or on August 31, 2007 ((i) and (ii) collectively, the “Other Eligible Securities”);

provided that the maximum number of Common Shares to be sold by the Other Shareholders in the Proposed Offering may not exceed thirty percent (30%) of the total number of Common Shares sold in the Proposed Offering (the “Participation Cap”).

     4. Waiver of Notice Requirements. The Company and each Investor hereby waives all notice and timing requirements set forth in Section 2.1 of the Investment Agreement as they relate to the Proposed Offering and acknowledges that this Agreement constitutes sufficient notice under the Investment Agreement.

     5. Effectiveness; Miscellaneous.

               (a) This Agreement shall become effective as of the first date first set forth above. Upon the earlier to occur of (i) the consummation of the Proposed Offering, or (ii) December 31, 2007, the amendments and waivers effected by this Agreement shall no longer be in effect and the Agreement shall be automatically amended to read in its entirety as it read prior to the effectiveness hereof (except that the Proposed Offering shall be considered a demand registration thereunder for purposes of the number of demand registrations required to be effected by the Company).

               (b) This Agreement and the Investment Agreement constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and such agreements supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

               (c) Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

               (d) The laws of the State of Wisconsin shall govern the interpretation, validity and performance of the terms of this Agreement, regardless of the law that might be applied under applicable principles of conflicts of laws.

               (e) Each reference to a party hereto shall be deemed to include its successors and assigns, all of whom shall be bound by this Agreement and to whose benefit the provisions of this Waiver shall inure.

               (f) This Agreement may be executed via facsimile or by other electronic signature.

               (g) This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which, when taken together, shall constitute but one instrument.

[Signature pages follow]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

	COMPANY: TOMOTHERAPY INCORPORATED
	By:	/s/ Xxxxxxxxx X. Xxxxxxxxx
		Xxxxxxxxx X. Xxxxxxxxx
		Chief Executive Officer

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

				INVESTOR:
				/s/ Xxxx X. Xxxxxxxxx
				Xxxx X. Xxxxxxxxx
		Notices:		Xxxx X. Xxxxxxxxx
				c/o TomoTherapy Incorporated
				0000 Xxxxxx Xxx
				Xxxxxxx, XX 00000-0000
				Phone: (000) 000-0000
				Email: xxxxxxxxxx@xxxxxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

	INVESTOR: ASCENSION HEALTH a Missouri nonprofit corporation as fiscal agent and nominee for certain of its wholly-owned subsidiaries
	By:	/s/ Xxxxxxx X. Xxxxxxxx
		Xxxxxxx X. Xxxxxxxx
		Senior Vice President & Chief Financial Officer

		Notices:		Attn: Xxxx Xxxxxxx
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxxxxxx@xxxxxxxxxxxxxxx.xxx
				Attn: Xxxxx Xxxxxxx
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxxxxxx@xxxxxxxxxxxxxxx.xxx
		With a copy to:		Xxxxxx X. Xxxxxxxxxx, Esquire
				Senior Vice President, Legal Services and General Counsel
				Ascension Health
				0000 Xxxxxxxxx Xx.
				Xx. Xxxxx, XX 00000
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				E-mail: xxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

	INVESTOR: HATHAWAY REVOCABLE TRUST UNDER AGREEMENT DATED FEBRUARY 10, 2005
	By:	/s/ Xxxxxxx X. Xxxxxxxx
		Xxxxxxx X. Xxxxxxxx, Trustee
	By:	/s/ Xxxxxx X. Xxxxxxxx
		Xxxxxx X. Xxxxxxxx, Trustee

		Notices:		Xxxxxxx X. Xxxxxxxx
				c/o TomoTherapy Incorporated
				0000 Xxxxxx Xxx
				Xxxxxxx, XX 00000-0000
				Phone: (000) 000-0000
				Email: xxxxxxxxx@xxxxxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

	INVESTOR: XXXXXXX X. XXXXXXXX GRANTOR RETAINED ANNUITY TRUST
	By:	/s/ Xxxxxxx X. Xxxxxxxx
	Xxxxxxx X. Xxxxxxxx, Trustee

		Notices:		Xxxxxxx X. Xxxxxxxx
				c/o TomoTherapy Incorporated
				0000 Xxxxxx Xxx
				Xxxxxxx, XX 00000-0000
				Phone: (000) 000-0000
				Email: xxxxxxxxx@xxxxxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

	INVESTOR: XXXXXX X. XXXXXXXX GRANTOR RETAINED ANNUITY TRUST
	By:	/s/ Xxxxxxx X. Xxxxxxxx
	Xxxxxxx X. Xxxxxxxx, Trustee

		Notices:		Xxxxxxx X. Xxxxxxxx
				c/o TomoTherapy Incorporated
				0000 Xxxxxx Xxx
				Xxxxxxx, XX 00000-0000
				Phone: (000) 000-0000
				Email: xxxxxxxxx@xxxxxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

	INVESTOR: AVALON TECHNOLOGY, LLC
	By:	/s/ Xxxxx Xxxxxxx
		Xxxxx Xxxxxxx
		Executive Vice President, Avalon Captial Group

		Notices:		c/o Avalon Portfolio, LLC
				0000 XxXxxxx Xxxx.
				XxXxxxx, XX 00000
				Attn: Xxx XxXxxxxxx
				Phone: (000) 000-0000
				Email: xxxxxxxxxx@xxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:

ADVANTAGE CAPITAL WISCONSIN

PARTNERS I, LIMITED PARTNERSHIP

By: Venture Investors LLC

Its: Sub-Manager

	By:	/s/ Xxxx Xxxx
		Xxxx Xxxx
		Managing Director

		Notices:		c/o Venture Investors LLC
				000 Xxxxx Xxxx Xxxx, #000
				Xxxxxxx, XX 00000-0000
				Attn: Xxxx Xxxx, Managing Director
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxx@xxxxxxxxxxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:

BAIRD VENTURE PARTNERS I

LIMITED PARTNERSHIP

By: Xxxxx Venture Partners Management Company I, L.L.C.

Its: General Partner

	By:	/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx
		Director

		Notices:		c/x Xxxxx Venture Partners
				000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx
				Xxxxxxx, XX 00000-0000
				Attn: Xxxxxxx Xxxxx
				Phone: (000) 000-0000
				Email: xxxxxx@xxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:

BVP I AFFILIATES FUND

LIMITED PARTNERSHIP

By: Xxxxx Venture Partners Management Company I, L.L.C.

Its: General Partner

	By:	/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx
		Director

		Notices:		c/x Xxxxx Venture Partners
				000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx
				Xxxxxxx, XX 00000-0000
				Attn: Xxxxxxx Xxxxx
				Phone: (000) 000-0000
				Email: xxxxxx@xxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:

OPEN PRAIRIE VENTURES I, L.P.

By: Open Prairie Ventures Management I, LLC

Its: General Partner

By: Open Prairie Ventures, Inc.

Its: Manager

	By:	/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx
		President

		Notices:		Open Prairie Ventures
				000 Xxxx Xxxxxxxxx, X.X. Xxx 000
				Xxxxxxxxx, XX 00000
				Attn: Xxx Xxxxxxx
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxxxxxx@xxxxxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

	INVESTOR: THE ENDEAVORS GROUP, LLC
	By:	/s/ Xxxxx Xxxxxxx
		Xxxxx Xxxxxxx
		Manager

		Notices:		The Endeavors Group, LLC
				Attn: Xxxxx Xxxxxxx
				0000 X. Xxxx Xx.
				Xxxxxxxxx, XX 00000-0000
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxxxxxx@xxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

	INVESTOR: 780 TOMOTHERAPY PARTNERS
	By:	/s/ Xxxxxxx X. Xxxxxxxx
		Xxxxxxx X. Xxxxxxxx
		Partner

		Notices:		c/o Godfrey & Xxxx
				Xxx Xxxx Xxxx Xxxxxx, Xxxxx 000
				Xxxxxxx, XX 00000
				Attn: Xxxxxxx X. Xxxxxxxx
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxxxxxxx@xxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

	INVESTOR: SKL INVESTMENT GROUP, LLC
	By:	/s/ Xxxxx Xxxxxxx
		Xxxxx Xxxxxxx, Administrative Officer

		Notices:		SKL Investment Group, LLC
				000 X. 00xx Xxxxxx
				Xxxxxxx, XX 00000
				Attn: Xxxxx Xxxxxxx
				Phone: (000) 000-0000
				Email: xxxxxx.xxxxxxx@xxxxxxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

	INVESTOR: AKRA INVESTMENTS, LLC
	By:	/s/ Xxx Xxxxxxx
		Xxx Xxxxxxx, President

		Notices:		c/o Schultz Investment Company
				XX Xxx 000
				Xxxxxxxxx, XX 00000
				Attn: Xxx Xxxxxxx
				Phone: (000) 000-0000
				Email: xxxxxxxx@xxxxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:

Xxxx Xxxxxx III

		Notices:		Xxxx Xxxxxx III
				c/o Goldman, Xxxxx & Co.
				0000 Xxxxx Xxxxx
				Xxxxxxx, XX 00000-0000
				Email: xxxx.xxxxxx@xx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:
 

Xxxxx X. Xxxxxxx 

		Notices:		Xxxxx X. Xxxxxxx
				0000 Xxxxxxx Xxxxx
				Xxxxxxx, XX 00000
				Phone: (000) 000-0000
				Email: xxxxxxxx@xxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:
 

Xxxxx X. Xxxxxxxxxx 

		Notices:		Xxxxx X. Xxxxxxxxxx
				000 Xxxxxx Xxxx
				Xxxxxxx, XX 00000
				Phone: (000) 000-0000
				Email: xxxxxxxxxxx-xx@xxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:


HACKWORTHY FAMILY TRUST
DATED MAY 24, 2003
 

By:  

Xxxxxxxx X. Xxxxxxxxxx, Trustee 

		Notices:		0000 Xxx Xxxx Xxxxxx
				Xxxxxxx, XX 00000
				Phone: (000) 000-0000
				Or
				X.X. Xxx 000
				Xxxxxxx, XX 00000-0000
				Phone: (000) 000-0000
				Email: xxxxxxxxxxx-xx@xxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:
 

/s/ Xxxxx X. Xxxxx

Xxxxx X. Xxxxx 

/s/ Xxxx X. Xxxxx 

Xxxx X. Xxxxx 

		Notices:		Xxxxx X. and Xxxx X. Xxxxx
				0000 Xxxxxxxx Xxxxxx
				Xxxxxxx, XX 00000-0000
				Phone (work): (000) 000-0000
				Phone (home): (000) 000-0000
				Email: xxxxxx@xxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:
 

Xxxxxx X. Xxxx 

		Notices:		Xxxxxx X. Xxxx
				0000 Xxxxxxx Xxx
				Xxxxxxxxx, XX 00000
				Phone: (608) 242-4100 ext. 30373
				Email: xxxx0@xxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:


GREY GHOST, LLC
 

By:  

Name: 

Title:  

		Notices:		Max G. and Xxxxxxx X. Xxxxxxx
				0000 Xxxxxx Xxxx
				Xxxxxxx, XX 00000-0000
				Phone: (000) 000-0000
				Email: xxxxxxx@xxxx.xxxx.xxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement r as of the date first written above.

INVESTOR:
 

Xxxxxxx X. Xxxxxx 

		Notices:		Xxxxxxx X. Xxxxxx
				c/o Foley & Xxxxxxx
				000 X. Xxxxxx Xxxxxx, XX Xxx 0000
				Xxxxxxx, XX 00000-0000
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxxxxx@xxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:
 

/s/ Xxxxx Xxxxxxx

Xxxxx Xxxxxxx 

		Notices:		Xxxxx Xxxxxxx
				c/o The Endeavors Group, LLC
				0000 X. Xxxx Xxxx
				Xxxxxxxxx, XX 00000-0000
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxxxxxx@xxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:
 

Xxxx X. XxXxxxxxx 

		Notices:		c/x XxXxxxxxx Medical Products Corp.
				0000 Xxxxxxx Xxxxxxxxx
				Xxxxxxx Xxxxx, XX 00000
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxxxxx000@xxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:
 

Xxxxxxx X. XxXxxxxxx 

		Notices:		Xxxxxxx X. XxXxxxxxx
				000 Xxxxxx Xxxxxx
				Xxxx Xxxxx, XX 00000
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxx000000@xxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:
 

Xxxxx X. XxXxxxxxx
 

		Notices:		c/x XxXxxxxxx Medical Products Corp.
				0000 Xxxxxxx Xxxxxxxxx
				Xxxxxxx Xxxxx, XX 00000
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxx@xxxxxxxxxxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:
 

Xxxx X. XxXxxxxxx, Xx. 

		Notices:		Xxxx X. XxXxxxxxx, Xx.
				0000 Xxxxxxxxxxx Xxxxx
				Xxxxxx, XX 00000
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxxxxxxxxxxx0@xxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:
 

Xxxxxx X. XxXxxxxxx 

		Notices:		Xxxxxx X. XxXxxxxxx
				0000 Xxxxxxxxxx Xxxxx
				Xxxxxxxxx, XX 00000
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				E-mail: xxx@xxxxxxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:
 

Xxxx X. XxXxxxxxx 

		Notices:		Xxxx X. XxXxxxxxx
				000 Xxxxxx Xxxxxx Xxxxx
				Xxxx Xxxxx, XX 00000
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxxxxx@xxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:
 

/s/ Xxxx X. Xxxxx

Xxxx X. Xxxxx 

		Notices:		Xxxx X. Xxxxx
				00000 Xxxxxx Xxxx
				Xxxxxxxx, XX 00000-0000
				Phone: (000) 000-0000/3904
				Fax: (000) 000-0000
				Fax (winter): (000) 000-0000
				Mobile: (000) 000-0000
				Email: xxxxxx00@xxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

	INVESTOR: ARDESTA EMPLOYEES’ 401(K) SAVINGS & INVESTMENT PLAN F/B/O XXXXXXXXXXX XXXXX
	By:	/s/ Xxxxxxxxxxx X. Xxxxx
		Xxxxxxxxxxx X. Xxxxx, Trustee

		Notices:		Xxxxxxxxxxx X. Xxxxx
				c/o Ardesta Employees’ 401(k) Savings &
				Investment Plan
				000 X. Xxxx Xxxxxx, Xxxxx 0000
				Xxx Xxxxx, XX 00000
				Email: xxxxxxxxxx@xxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:

/s/ Xxxx X. Xxxx

Xxxx X. Xxxx 

		Notices:		Xxxx X. Xxxx
				c/o Foley & Lardner
				000 X. Xxxxxx Xxxxxx, XX Xxx 0000
				Xxxxxxx, XX 00000-0000
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxxx@xxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:


XXXXXX X. XXXXXX REVOCABLE TRUST
 

By:  

Xxxxxx X. Xxxxxx, Trustee 

		Notices:		Xxxxxx X. Xxxxxx
				0000 Xxxxxx Xxxxxx
				Xxxxxxxx, XX 00000
				Phone: (000) 000-0000
				Email: xxxxxxx@xxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:
 

Xxxxxx Xxxxxx 

		Notices:		Xxxxxx Xxxxxx
				0000 Xxxxxxxx Xxxxx
				Xxxxxxx, XX 00000-0000
				Phone: (000) 000-0000
				Email: xxxxxx@xxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

	INVESTOR: XXXXXXX X. XXXXXX REVOCABLE TRUST
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx, Trustee

		Notices:		c/o Xxxxxxx X. Xxxxxx
				000 X. Xxxx Xxxxxx, Xxxxx 0000
				Xxx Xxxxx, XX 00000

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:
 

Xxxx Xxxxxxxx 

		Notices:		Xxxx Xxxxxxxx
				000 Xxxx Xxxxxxx Xxxxxx
				Xxxxxxx, XX 00000
				Phone: (000) 000-0000
				Email: xxxx@xxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:
 

Xxxxx X. Xxxxx 

		Notices:		Xxxxx X. Xxxxx
				c/o Foley & Xxxxxxx
				000 X. Xxxxxx Xxxxxx
				Xxxxxxx, XX 00000-0000
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxxxx@xxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

	INVESTOR: XXXXX X. XXXXXXXXX REVOCABLE TRUST
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxxxxx, Trustee

		Notices:		c/o Xxxxx X. Xxxxxxxxx
				00000 Xxxxxxxxx Xxxxx
				Xxxxxx, XX 00000-0000
				Phone: (000) 000-0000
				Email: xxxxx@xxxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:

XXXXX XXXXXXXXX AND
XXXXXX XXXXXXXXX, AS JOINT TENANTS WITH RIGHT OF SURVIVORSHIP

 

Xxxxx Xxxxxxxxx 

Xxxxxx Xxxxxxxxx 

		Notices:		c/o Xxxxx Xxxxxxxxx
				0000 Xxxxxxxxx Xxxx
				Xxxxxx, XX 00000-0000
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxxx@xxxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:

 

Xxxxx Xxxxxxxxx 

		Notices:		Xxxxx Xxxxxxxxx
				0000 Xxxxxxxxx Xxxx
				Xxxxxx, XX 00000-0000
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxxx@xxxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:

 

Xxxxxx Xxxxxxxxx 

		Notices:		c/o Xxxxx Xxxxxxxxx
				0000 Xxxxxxxxx Xxxx
				Xxxxxx, XX 00000-0000
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxxx@xxxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

	INVESTOR: STATE OF WISCONSIN INVESTMENT BOARD
	By:	/s/ Xxxxx Xxxxxxxxxxxxx
		Xxxxx Xxxxxxxxxxxxx
		Portfolio Manager

		Notices:		000 Xxxx Xxxxxx Xxxxxx
				Xxxxxxx, XX 00000
				Attn: Xxxxx Xxxxxxxxxxxxx, Portfolio Manager
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxxx.xxxxxxxxxxxxx@xxxx.xxxxx.xx.xx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:

VENTURE INVESTORS EARLY STAGE FUND

II LIMITED PARTNERSHIP

By: Venture Investors Founders, L.P.

Its: General Partner

By: Venture Investors LLC

Its: General Partner

	By:	/s/ Xxxx Xxxx
		Xxxx Xxxx
		Managing Director

		Notices:		c/o Venture Investors LLC
				000 Xxxxx Xxxx Xxxx, #000
				Xxxxxxx, XX 00000-0000
				Attn: Xxxx Xxxx, Managing Director
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxx@xxxxxxxxxxxxxxxx.xxx

     [Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:

VENTURE INVESTORS EARLY STAGE FUND
III LIMITED PARTNERSHIP

By: Venture Investors LLC

Its: General Partner

	By:	/s/ Xxxx Xxxx
		Xxxx Xxxx
		Managing Director

Notices:

000 Xxxxx Xxxx Xxxx, #000

Xxxxxxx, XX 00000-0000

Attn: Xxxx Xxxx, Managing Director

Phone: (000) 000-0000

Fax: (000) 000-0000

Email: xxxx@xxxxxxxxxxxxxxxx.xxx

[Signature to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

	INVESTOR: WISCONSIN ALUMNI RESEARCH FOUNDATION
	By:	/s/ Xxxx X. Xxxxxxxxxxx
		Xxxx X. Xxxxxxxxxxx
		Managing Director

	By:	/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx
		Associate Director of Investments

		Notices:		000 Xxxxxx Xxxxxx (53705)
				X.X. Xxx 0000
				Xxxxxxx, XX 00000-0000
				Attn: Xxxxxx X. Xxxxx, Associate Director of
				Investments
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				Email: xxxxxx@xxxx.xx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:
 

/s/ Xxxxx Xxxxxx  

Xxxxx Xxxxxx 

		Notices:		Xxxxx Xxxxxx
				0000 Xxxxxxxxx Xxxx
				Xxxxxxx, XX 00000
				Phone (Mobile): (000) 000-0000
				Email: xxxxxxxxx@xxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:

 

X. Xxxxxxxx Price 

Xxx X. Xxxxx 

		Notices:		X. Xxxxxxxx and Xxx X. Xxxxx
				c/o Pharmasset
				000 Xxxxxxx Xxxx Xxxx
				Xxxxxxxxx, XX 00000
				Phone: (000) 000-0000
				Email: xxxxxx@xxxxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

	INVESTOR: MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH
	By:	/s/ Xxxxxx X. XxxXxxxxx
	Name:	Xxxxxx X. XxxXxxxxx
	Its:	Assistant Treasurer

		Notices:		Attn: Xxxxxx X. Xxxxx
				Xxxx Medical Ventures
				000 Xxxxx Xxxxxx, X.X.
				Xxxxxxxxx, XX 00000
				Phone: (000) 000-0000
				Fax: (000) 000-0000
				E-mail: xxxxx.xxxxxx@xxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

	INVESTOR: SUNSHINE SUMMIT, LLC
	By:	/s/ Xxxx Xxxx Xxxx-y-Xxxxxx
	Its:	President

		Notices:		Attn: Xx. Xxxx Xxxx Xxxx-y-Xxxxxx
				00 Xxxxx Xxxx
				Xxxxxx, XX 00000
				Phone: (000) 000-0000
				Mobile: (000) 000-0000
				Email: xxxxxxxxxxx@xxxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver Agreement as of the date first written above.

INVESTOR:

 

Xxxx X. Xxxxx 

		Notices:		Xxxx X. Xxxxx
				000 X. Xxxx Xxxxx
				Xxxxx Xxxxx, XX 00000-0000
				Home: (000) 000-0000
				Mobile: (000) 000-0000
				Email: xxxxx00@xxxxxxxxx.xxx

[Signature Page to Amendment and Waiver Agreement]

EXHIBIT A

Investors

Xxxxxxxxx, Xxxx X.
Xxxxx, Xxxx
Xxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxxx, as
     Trustees of the Hathaway Revocable Trust under
     agreement dated February 10, 2005
Xxxxxxx X. Xxxxxxxx Grantor Retained Annuity Trust
Xxxxxx X. Xxxxxxxx Grantor Retained Annuity Trust
Avalon Technology, LLC
Wisconsin Alumni Research Foundation
Venture Investors Early Stage Fund III L.P.
Venture Investors Early Stage Fund II L.P.
Advantage Capital Wisconsin Partners I, L.P.
Open Prairie Ventures I, X.X.
Xxxx Foundation for Medical Education and Research
Endeavors Group, LLC, The
AKRA Investments, LLC
Ardesta Employees’ 401(k) Savings & Retirement
     Plan, f/b/o Xxxxxxxxxxx Xxxxx
Ascension Health
780 TomoTherapy Partners
Xxxxx Venture Partners I L.P.
BVP I Affiliates Fund X.X.
Xxxxxx III, Xxxx
Xxxxxxx, Xxxxx X.
Xxxx Ghost LLC
Xxxxxxxxxx, Xxxxx X.
Xxxxxxxxxx Family Trust
Xxxxxx, Xxxxx
Xxxxx, Xxxxx X. and Xxxx X.
Xxxx, Xxxxxx X.
Xxxxxx, Xxxxxxx X.
Xxxxxxx, Xxxxx
XxXxxxxxx, Xxxx X.
XxXxxxxxx, Xxxxxxx X.
XxXxxxxxx, Xxxxx X.
XxXxxxxxx, Xxxx X. Xx.
XxXxxxxxx, Xxxxxx X.
XxXxxxxxx, Xxxx X.
Xxxxx, Xxxx
Xxxxx, X. Xxxxxxxx and Xxx X.
Xxxx, Xxxx X.
Xxxxxx X. Xxxxxx Revocable Trust

A-1

SKL Investment Group, LLC
Xxxxxx, Xxxxxx
Xxxxxxx X. Xxxxxx Revocable Trust
Sunshine Summit, LLC
Vaintrub, Xxxx
Xxxxx, Xxxxx X.
Xxxxxxxxx, Xxxxx X. Revocable Trust
Xxxxxxxxx, Xxxxx and Xxxxxx, as joint tenants with
     right of survivorship
Xxxxxxxxx, Xxxxx
Xxxxxxxxx, Xxxxxx
State of Wisconsin Investment Board

A-2