Common use of Amendments to the Note Clause in Contracts

Amendments to the Note. (a) The Note is hereby amended to extend the Due Date of the Note from December 31, 2010 to March 31, 2011. Section 2.1 (a) of the Note is hereby deleted and replaced in its entirety by the following (for ease of reference, changes are indicated by a single line through deleted text and underlining of inserted text): All unpaid principal and accrued but unpaid interest on this Note shall be automatically converted into the Company’s equity securities (the “Securities”) issued in the Company’s next equity financing (or series of related equity financings) involving the sale of Securities in which the Company receives at least $10,000,000 (minus the amount of aggregate gross cash proceeds to the Company from the arm’s length sale of equity or debt securities of the Company, or the incurrence of new loans, after December 14, 2009) in aggregate gross cash proceeds (before brokers’ fees or other transaction related expenses, and excluding any such proceeds resulting from any conversion of the Bridge Notes) (a “Qualified Financing”), at a conversion price equal to 70% of the lowest per unit price paid for such Securities in cash by investors in such Qualified Financing, and upon such other terms, conditions and agreements as may be applicable in such Qualified Financing; provided, however, that in the event that the Company consummates an underwritten initial public offering of its equity securities (and/or any rights to acquire additional equity securities of the Company) that qualifies as a Qualified Financing (a “Qualified IPO”) on or before March 31, 2011 and, if and any only if each Conversion Condition (as defined below) has been satisfied at the time of the consummation of a Qualified IPO, all unpaid principal and accrued but unpaid interest on this Note shall be automatically converted into shares of Common Stock at a conversion price equal to the price at which shares of Common Stock are sold in a Qualified IPO.