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.

[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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
		Notices:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				c/o TomoTherapy Incorporated
				▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
				Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
		With a copy to:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esquire
				Senior Vice President, Legal Services and General Counsel
				Ascension Health
				▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
				▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				E-mail: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
				c/o TomoTherapy Incorporated
				▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
				c/o TomoTherapy Incorporated
				▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
				c/o TomoTherapy Incorporated
				▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		c/o Avalon Portfolio, LLC
				▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Attn: ▇▇▇ ▇▇▇▇▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

[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

		Notices:		c/o Venture Investors LLC
				▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, #▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Attn: ▇▇▇▇ ▇▇▇▇, Managing Director
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

[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: ▇▇▇▇▇ Venture Partners Management Company I, L.L.C.
		Its: General Partner

		Notices:		c/▇ ▇▇▇▇▇ Venture Partners
				▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

[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: ▇▇▇▇▇ Venture Partners Management Company I, L.L.C.
		Its: General Partner

		Notices:		c/▇ ▇▇▇▇▇ Venture Partners
				▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

[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

		Notices:		Open Prairie Ventures
				▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
				▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Attn: ▇▇▇ ▇▇▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		The Endeavors Group, LLC
				Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
				▇▇▇▇ ▇. ▇▇▇▇ ▇▇.
				▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		c/o Godfrey & ▇▇▇▇
				▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

[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.

		Notices:		SKL Investment Group, LLC
				▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		c/o Schultz Investment Company
				▇▇ ▇▇▇ ▇▇▇
				▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Attn: ▇▇▇ ▇▇▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇ ▇▇▇▇▇▇ III
				c/o Goldman, ▇▇▇▇▇ & Co.
				▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Email: ▇▇▇▇.▇▇▇▇▇▇@▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
				▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
				▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇▇▇▇-▇▇@▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Or
				▇.▇. ▇▇▇ ▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇▇▇▇-▇▇@▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇▇ ▇. and ▇▇▇▇ ▇. ▇▇▇▇▇
				▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Phone (work): (▇▇▇) ▇▇▇-▇▇▇▇
				Phone (home): (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇@▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇▇▇ ▇. ▇▇▇▇
				▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
				▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Phone: (608) 242-4100 ext. 30373
				Email: ▇▇▇▇▇@▇▇▇▇▇.▇▇▇

[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.

		Notices:		Max G. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
				▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇▇.▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				c/o Foley & ▇▇▇▇▇▇▇
				▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇▇ ▇▇▇▇▇▇▇
				c/o The Endeavors Group, LLC
				▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇
				▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		c/▇ ▇▇▇▇▇▇▇▇▇ Medical Products Corp.
				▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
				▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
				▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

[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.

		Notices:		c/▇ ▇▇▇▇▇▇▇▇▇ Medical Products Corp.
				▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
				▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
				▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
				▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
				▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				E-mail: ▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
				▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇ ▇. ▇▇▇▇▇
				▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
				▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇/3904
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax (winter): (▇▇▇) ▇▇▇-▇▇▇▇
				Mobile: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
				c/o Ardesta Employees’ 401(k) Savings &
				Investment Plan
				▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
				▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇ ▇. ▇▇▇▇
				c/o Foley & Lardner
				▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
				▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇@▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇▇▇ ▇▇▇▇▇▇
				▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		c/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
				▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

[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.

		Notices:		▇▇▇▇ ▇▇▇▇▇▇▇▇
				▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇▇ ▇. ▇▇▇▇▇
				c/o Foley & ▇▇▇▇▇▇▇
				▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
				▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
				▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
				▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
				▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
				▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
				▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
				▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, Portfolio Manager
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇▇▇.▇▇.▇▇

[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

		Notices:		c/o Venture Investors LLC
				▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, #▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Attn: ▇▇▇▇ ▇▇▇▇, Managing Director
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

     [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

		Notices:
				▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, #▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Attn: ▇▇▇▇ ▇▇▇▇, Managing Director
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ (53705)
				▇.▇. ▇▇▇ ▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Associate Director of
				Investments
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇@▇▇▇▇.▇▇

[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.

		Notices:		▇▇▇▇▇ ▇▇▇▇▇▇
				▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Phone (Mobile): (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

[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.

		Notices:		▇. ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇. ▇▇▇▇▇
				c/o Pharmasset
				▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
				▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
				▇▇▇▇ Medical Ventures
				▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
				▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Fax: (▇▇▇) ▇▇▇-▇▇▇▇
				E-mail: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇.▇▇▇

[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.

		Notices:		Attn: ▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇-y-▇▇▇▇▇▇
				▇▇ ▇▇▇▇▇ ▇▇▇▇
				▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
				Phone: (▇▇▇) ▇▇▇-▇▇▇▇
				Mobile: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

[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.

		Notices:		▇▇▇▇ ▇. ▇▇▇▇▇
				▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇
				▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
				Home: (▇▇▇) ▇▇▇-▇▇▇▇
				Mobile: (▇▇▇) ▇▇▇-▇▇▇▇
				Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

[Signature Page to Amendment and Waiver Agreement]

EXHIBIT A

Investors

▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as
     Trustees of the Hathaway Revocable Trust under
     agreement dated February 10, 2005
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Grantor Retained Annuity Trust
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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, ▇.▇.
▇▇▇▇ Foundation for Medical Education and Research
Endeavors Group, LLC, The
AKRA Investments, LLC
Ardesta Employees’ 401(k) Savings & Retirement
     Plan, f/b/o ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Ascension Health
780 TomoTherapy Partners
▇▇▇▇▇ Venture Partners I L.P.
BVP I Affiliates Fund ▇.▇.
▇▇▇▇▇▇ III, ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇ Ghost LLC
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇ Family Trust
▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇. and ▇▇▇▇ ▇.
▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇.
▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Revocable Trust

SKL Investment Group, LLC
▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Revocable Trust
Sunshine Summit, LLC
Vaintrub, ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. Revocable Trust
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇, as joint tenants with
     right of survivorship
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
State of Wisconsin Investment Board