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 of First 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