Aquarius, constituting the Certificate Majority, does hereby (i) consent to, approve, and authorize in all respects the issuance of New Securities in the Qualified Financing and the issuance of any Interim Preferred in any Interim Financing, in each case including, but not limited to, for purposes of (a) Sections 3(d) and 4 of the Certificate of Designation and (b) any applicable provisions of the Delaware General Corporation Law, and (ii) waive in all respects the application of Section 7(b) of the Certificate of Designation with respect to the issuance of New Securities in the Qualified Financing and the issuance of Common Stock, Common Stock Equivalents, and/or Interim Preferred in the Interim Financing.