Contract analysis

ARTICLE 1 AMENDMENTS TO THE ORIGINAL AGREEMENT

Section 1.1 Addition of New Investors as "Investors." (a) The schedule of Investors attached to the Original Agreement as Schedule A (the "Schedule of Investors") is hereby amended and supplemented to add each of the following entities as an "Investor" under the Original Agreement, effective upon the conversion of such entity's Convertible Note(s) into equity securities of the Company in accordance with the terms of

Section 1.2 Amendment to Definition of "Investor Shares." (a) The definition of "Investor Shares" set forth in Section 1.1 of the Original Agreement (or such other section as contains such definition) is hereby amended to add the following at the end thereof: "Notwithstanding the foregoing, 'Investor Shares' shall also include any shares of capital stock of the Company issued upon conversion of the convertible promis

Section 1.3 Right of First Refusal. (a) The Parties hereby confirm that the right of first refusal provisions set forth in Article 2 of the Original Agreement (or such other article or section as contains such provisions) shall apply to any Proposed Transfer (as defined in the Original Agreement) by a Key Holder of shares of capital stock of the Company, and that each New Investor shall have the right to participate

Section 1.4 Co-Sale Rights. (a) The Parties hereby confirm that the co-sale (tag-along) provisions set forth in Article 3 of the Original Agreement (or such other article or section as contains such provisions) shall apply equally to the New Investors upon and after the conversion of their respective Convertible Note(s) into equity securities of the Company. (b) Each New Investor shall have the right to participate i

Section 1.5 Exempt Transfers. The Parties hereby confirm that the existing Exempt Transfer provisions set forth in Article 4 of the Original Agreement (or such other article or section as contains such provisions) shall remain unchanged and in full force and effect. For the avoidance of doubt, transfers by a Key Holder that constitute Exempt Transfers under the Original Agreement (including, without limitation, (a) t

Section 1.6 Supplemented Schedule of Investors. (a) The Schedule of Investors attached to the Original Agreement as Schedule A is hereby supplemented to include the following New Investors, with the names and addresses set forth below: (b) The commitment amounts of each New Investor under the Note Purchase Agreement, and the aggregate principal amount of Convertible Notes to be issued to each New Investor thereunder,

ARTICLE 2 JOINDER OF NEW INVESTORS

Section 2.1 Joinder. Each New Investor, by executing this Amendment, hereby (a) acknowledges that it has received and reviewed a copy of the Original Agreement, (b) agrees to become a party to the Original Agreement (as amended hereby), (c) agrees to be bound by all of the terms, conditions, covenants, and obligations of an "Investor" under the Original Agreement (as amended hereby), including without limitation the

Section 2.2 Representations and Warranties of New Investors. Each New Investor hereby represents and warrants to the Company, the Key Holders, and the Existing Investors as follows: (a) Organization and Good Standing. Such New Investor is duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) Power and Authority. Such New Investor has the requisite power and authority to e

Section 3.1 Effect on Original Agreement. Except as expressly amended, modified, or supplemented by this Amendment, the Original Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. The amendments set forth herein shall not be deemed to be a waiver of any term, condition, or provision of the Original Agreement, and all other terms, conditions, and provisions of the Ori

Section 3.2 No Other Amendments. This Amendment does not amend, modify, supplement, or waive any provision of the Original Agreement except as expressly set forth herein. No provision of the Original Agreement shall be deemed amended, modified, supplemented, or waived by the execution and delivery of this Amendment unless such amendment, modification, supplement, or waiver is expressly set forth in this Amendment. Th

Section 3.3 Governing Law. This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would require or permit the application of the laws of any other jurisdiction.

Section 3.4 Dispute Resolution; Jurisdiction. Any dispute, controversy, or claim arising out of or relating to this Amendment or the Original Agreement (as amended hereby), including without limitation any dispute regarding the validity, interpretation, performance, breach, or termination of this Amendment or the Original Agreement (as amended hereby), shall be subject to the exclusive jurisdiction of the Court of Ch

Section 3.5 Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law, inc

Section 3.6 Entire Agreement. The Original Agreement (as amended by this Amendment), together with the Note Purchase Agreement, the Convertible Notes, and the other transaction documents referenced therein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and agre

Section 3.7 Severability. If any provision of this Amendment, or the application of any such provision to any Person or circumstance, is held by a court of competent jurisdiction or other authority to be invalid, void, or unenforceable, (a) such determination shall not affect any other provision of this Amendment, all of which shall remain in full force and effect, and (b) the Parties shall negotiate in good faith to

Section 3.8 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given or made pursuant to this Amendment shall be delivered in accordance with the notice provisions of Article 6 of the Original Agreement (or such other article or section as contains such provisions). The notice addresses for the New Investors shall be as set forth in the supplemented Schedule of Inv