Common use of Waiver of Adjustment of Conversion Price Clause in Contracts

Waiver of Adjustment of Conversion Price. Pursuant to Article V, Section 5(i) (Waiver of Adjustment of Conversion Price) of the Restated Certificate of Incorporation of the Company, as amended (the “Restated Certificate”), the Investors hereunder, constituting the holders of a majority of the outstanding shares of each series of the Company’s Preferred Stock, hereby waive on their own behalf and on behalf of all holders of each series of the Company’s Preferred Stock, any downward adjustment of the Conversion Price (as defined in the Restated Certificate) of any series of Preferred Stock (including but not limited to any downward adjustment of the Conversion Price of the Series D-1 Preferred Stock pursuant to Section 7.9 of the Series D-1 Preferred Stock Purchase Agreement between the Company and the parties named therein dated September 15, 2010), upon the issuance of 375,000 shares of Company’s Common Stock to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and/or his affiliated trust (the “Ramankutty Issuance”) in connection with the settlement of the arbitration proceeding between Company and ▇▇. ▇▇▇▇▇▇▇▇▇▇, provided however, that the foregoing waiver shall not apply with respect to the adjustment to the Conversion Price of the Series D Preferred Stock (as defined in the Restated Certificate) as a result of the Ramankutty Issuance pursuant to Section 7.9 of the Series D Preferred Stock Purchase Agreement between the Company and the parties named therein dated February 12, 2010.