The terms and provisions of this Agreement may only be amended, modified or waived at any time and from time to time by a writing executed by the Company and the Investor(s) holding a majority of the then-outstanding Registrable Securities held by the Investor(s) and its assigns; provided , that any amendment, modification or waiver that would disproportionately and adversely affect the rights, benefits or obligations of any other Holders or group of Holders in a different manner than all of the Holders, shall require the written consent of such Holder or the Holders holding a majority of the then-outstanding Registrable Securities held by the Holders other than the Investor(s).