EFTA01147301.pdf

WAIVER OF NOTICE AND PARTICIPATION RIGHTS INVESTOR RIGHTS AGREEMENT May 252012 WHEREAS. AuPHCOM, a California corporation (the "Company"). and the undersigned shareholders (the "Investors") are parties to that certain Sixth Amended and Restated Investor Rights Agreement, dated as of June 16. 2011, by and among the Company and the Investors listed on Exhibit A thereto, as it may be amended from time to time (the "IRA"); WHEREAS, the Company intends to sell up to an aggregate of 3,780,700 shares of the Company's Common Stock (the "Saks") at a price of $3.96752 per share; WHEHEAs, in connection with the Sales, under Section 9 of the IRA, the Major Investors (as defined in the IRA) may have certain rights to advance notice of the Sales (the "Notice Rights") and a right of first refusal with respect to a portion of the shares proposed to be sold in connection with the Sales (the "Right ofFirst Refusal"); and WHEREAS, each of the undersigned desires to waive, on behalf of itself and all other parties to the IRA, the Notice Rights and the Right of First Refusal, if any, that the parties to the IRA have in connection with the Sales. AGREEMENT NOW, THEREFORE. the undersigned hereby agree as follows: 1. Waiver. Pursuant to Section 11 of the IRA, each of the undersigned hereby consents, on its own behalf and on behalf of all other parties to the IRA, to the waiver of the Right of First Refusal and Notice Rights thereto set forth in the IRA in connection with the Sales. This waiver shall be effective both retroactively and prospectively and shall be applicable to all parties to the IRA. 2. Specific Waiver; Full Force and Effect. The foregoing waivers shall not constitute a general waiver of the Notice Rights and the Right of First Refusal contained in the IRA. All other provisions of the IRA shall remain in full force and effect. 3. Governing Law. This Waiver of Notice and Right of First Refusal shall be governed by and construed under the laws of the State of California as applied to agreements among California residents, made and to be performed entirely within the State of California. without giving effect to conflicts of laws principles. 4. Counterparts. This Waiver of Notice and Right of First Refusal may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one instrument. [Signature Pages Follow] 12:,1•S .: ‘F EFTA01147301  The undersigned have executed this WAIVER OF NOTICE AND RIGHT OF FIRST REFUSAL as of the date first written above. COMPANY: A LIMCOMM By: Hosain R n Chief Executive Officer SIGNATURE PACE WAIVER OF NOTICE. ND RIGHT OF FIRST REFUSAL (IRA) EFTA01147302  The undersigned have executed this WAIVER OF NOTICE AND RIGHT OF FIRST REFUSAL as of the date first written above. INVESTORS: 522 FIFTH AVENUE FUND, L.P. By: J.P. Morgan Investment Management Inc. Its: Investment Advisor By: Name: 4 /of Fru. it - Its: 21(CCui.JC.4 P14/ ccia C CR /20 i L_ J.P. MORGAN DIGITAL GROWTH FUND L.P. By: J.P. Morgan Investment Management Inc. Its: Investment Advisor By: Name: aar k„.011 4/ realse_. Us: .?..e.auS .4c— etc rec.A. 0 r 5/2 i ZOO- SIGNATURE PAGE WAIVER OF l`40110E AND RIGID' OF FIRST REFUSAL (IRA) EFTA01147303  The undersigned have executed this WAIVER OF NOTICE AND RIGHT OF FIRST REFUSAL as of the date first written above. INVESTORS: ANDREESSEN HOROWITZ FUND II, L.P. as nominee for Andreessen Horowitz Fund II, L.Y. Andreessen Horowitz Fund H-A, L.P. and Andreessen Horowitz Fund II-B, L.P. By: AH Equi P tine L.L.C. Its ge Signature: Print Name: Title: Managing Member All ANNEX FLINI), I,.P. By: All Equity Partners II, L.L.C. Its general partner By: Name: Title: Member AH CA IT= L NAGEMENT, LLC By: Name: Title: Member SIGNATURE PAGE WAIVER OF NOTICE AND RIGHT OF FIRST REFUSAL (IRA) EFTA01147304  The undersigned have executed this WAIVER OF NOTICE AND RIGHT OF FIRST REFUSAL as of the date first written above. INVESTORS: SEQUOIA CAPITAL XII SEQUOIA TECHNOLOGY PARTNERS XII SEQUOIA CAPITAL XII PRINCIPALS FUND HILLTOP FAMILY PARTNERSHIP, L.P. By: SC XII Management, LLC A Delaware Limited Liability Company General Partner of Each Signature: Print Name: 7 p€,ItA: EOtLA Title: ikanek‘Sir.. to-trector SEQUOIA CAPITAL GROWTH FUND III SEQUOIA CAPITAL GROWTH PARTNERS III SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND By: SCGF III Management, LLC A Delaware Limited Liability Company General Partner of Each Signature: Print Name: ?vet oC ;GIL Title: D;rt cif) r SIGNATURE PAGE WAIVER OF NOTICE AND RIGIIT OF FIRST REFUSAL (IRA) EFTA01147305  The undersigned have executed this WAIVER OF NOTICE AND RIGHT OF FIRST REFUSAL as of the date first written above. INVESTORS: KHOSLA VENTURES II, LP By: Khosla Ventures Associates II, LLC, a Delaware limited liability company and general partner of Khosla Ventures II, LP Signature: Print Name: David Weiden Title: Member SIGNATURE PAGE WAIVER OF NOTICE AND RIGHT OF FIRST REFUSAL (IRA) EFTA01147306