RESOLUTIONS APPROVED BY THE BOARD OF DIRECTORS OF ALIPHCOM SEPTEMBER 17, 2012 APPROVAL OF AMENDMENT TO SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT AND WAIVER OF NOTICE AND PARTICIPATION RIGHTS WHEREAS, the Company and certain Investors entered into the Sixth Amended and Restated Investor Rights Agreement, dated June 16, 2011 (the "IRA") in connection with the initial closing of the Series 5 Preferred Stock Financing; WHEREAS, the Company has raised and is in the process of raising additional capital through sales of additional Series 5 Preferred Stock and the Company's Common Stock (the "Additional Sales"); WHEREAS, the Board believes it is in the best interests of the Company to amend the IRA to (i) include the Common Stock purchased and expected to be purchased by certain of the Investors and certain new investors in the definition of "Registrable Securities" contained in the IRA and (ii) permit any purchaser of the Company's Preferred Stock to become a party to the IRA by executing and delivering a counterpart signature page to the IRA (the "IRA Amendment"); and WHEREAS, Section 11 of the IRA provides that the agreement may be amended only by written consent of the Company and the holders of a majority of the Registrable Securities then outstanding (including a majority of the then outstanding shares of Senior Preferred on an as-converted basis). RESOLVED, that the IRA Amendment, in substantially the form attached hereto as EXHIBIT A, is hereby ratified and approved in all respects; RESOLVED FURTHER, that the officers of the Company are authorized and directed, for and on behalf of the Company, to execute and deliver the IRA Amendment, and to take all actions deemed necessary or appropriate to cause the Company's obligations thereunder to be performed; and RESOLVED FURTHER, that the officers of the Company are authorized and directed, for and on behalf of the Company, to negotiate or otherwise cause such additions, modificat