Extract to table

7 of the Original Agreement provides that the Original Agreement may be amended, modified, or terminated only with the prior written consent of (i) the Company, (ii) the Key Holders holding a majority of the shares of capital stock of the Company then held by all Key Holders, and (iii) the holders of a majority of the Registrable Securities then outstanding held by the Investors (the "Requisite Holders"), and such consents have been duly obtained in connection with this Amendment; and WHEREAS, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Original Agreement

as a Purchaser under the Note Purchase Agreement and ensures that the equity securities acquired by each such entity upon conversion of its respective Convertible Note(s) shall be treated as "Investor Shares" (as defined in the Original Agreement, as amended by Section 1

(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

Any such sale by a New Investor exercising co-sale rights shall be at the same price per share and on the same terms and conditions as the Proposed Transfer by the applicable Key Holder

4, the procedural mechanics of the co-sale provisions set forth in Article 3 of the Original Agreement, including without limitation the exercise notice requirements, the closing procedures, and the remedies for noncompliance, shall remain in full force and effect without modification, except as necessary to include the New Investors as "Investors" entitled to exercise co-sale rights

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