This Agreement may be modified, amended or supplemented at any time by additional written agreements signed by or on behalf of the Parties, as may mutually be determined by the Parties to be necessary, desirable or expedient to further the purpose of this Agreement or to clarify the intention of the Parties; provided , however , that the Company may not modify, amend or supplement this Agreement without the prior written consent of a committee comprised solely of one or more disinterested members of the Board of Directors of the Company (such approval, a “ Company Independent Approval ”). The Company may not modify, amend, supplement or waive any provision of the Voting Agreement or, prior to their filing with the Secretary of State of the State of Delaware, either the Series A-1 Certificate of Designation or the Series C-1 Certificate of Designation, without a Company Independent Approval.