Common use of Amendment of Voting Agreement Clause in Contracts

Amendment of Voting Agreement. The Voting Agreement is hereby amended so that, upon issuance of the JKC Securities to JKC: a. The introductory paragraph of the Voting Agreement shall be amended to add the holders of Series A-2 Preferred Stock as parties to thereto: “This Amended and Restated Voting Agreement (the “Agreement”) is made and entered into as of November 21, 2012, by and among SONIM TECHNOLOGIES, INC., a Delaware corporation (the “Company”), those certain holders of the Company’s Common Stock (“Common Stock”) and options to purchase Common Stock (“Options”) listed on Exhibit A hereto (each a “Key Holder” and together, the “Key Holders”) and those holders of the Company’s Common Stock, Series A Preferred Stock (the “Series A Preferred”), Series A-1 Preferred Stock (the “Series A-1 Preferred”), Series A-2 Preferred Stock (the “Series A-2 Preferred”) and Series B Preferred Stock (the “Series B Preferred” and, together with the Series A Preferred, the Series A-1 Preferred, and Series A-2 Preferred, the “Series Preferred”) and/or Common Stock into which any shares of Series Preferred have been, or will be, converted listed on Exhibit B hereto (the “Investors”). Capitalized terms used but not defined herein shall have the meanings set forth in that certain Preferred Stock Purchase and Exchange Agreement of even date herewith (the “Purchase Agreement”).” b. Section 1.2 shall be amended and restated to read in its entirety as follows:

Amendment of Voting Agreement. The Voting Agreement is hereby amended so that, upon issuance of the JKC Motorola Securities to JKCMotorola: a. The introductory paragraph of the Voting Agreement shall be amended to add the holders of Series A-2 A-1 Preferred Stock as parties to theretothe Co-Sale Agreement: “This Amended and Restated Voting Agreement (the “Agreement”) is made and entered into as of November 21, 2012, by and among SONIM TECHNOLOGIES, INC., a Delaware corporation (the “Company”), those certain holders of the Company’s Common Stock (“Common Stock”) and options to purchase Common Stock (“Options”) listed on Exhibit A hereto (each a “Key Holder” and together, the “Key Holders”) and those holders of the Company’s Common Stock, Series A Preferred Stock (the “Series A Preferred”), Series A-1 Preferred Stock (the “Series A-1 Preferred”), Series A-2 Preferred Stock (the “Series A-2 Preferred”) and Series B Preferred Stock (the “Series B Preferred” and, together with the Series A Preferred, the Series A-1 Preferred, and Series A-2 Preferred, the “Series Preferred”) and/or Common Stock into which any shares of Series Preferred have been, or will be, converted listed on Exhibit B hereto (the “Investors”). Capitalized terms used but not defined herein shall have the meanings set forth in that certain Preferred Stock Purchase and Exchange Agreement of even date herewith (the “Purchase Agreement”).” b. Section 1.2 shall be amended and restated to read in its entirety as follows:: “

Amendment of Voting Agreement. The Company and the Holders hereby agree, on behalf of themselves and all other parties to the Voting Agreement is hereby amended so thatAgreement, upon issuance of the JKC Securities to JKC: a. The introductory paragraph of that the Voting Agreement shall be amended as follows: (a) The first sentence of the first paragraph of Section 1.2 of the Voting Agreement is hereby amended and restated in its entirety to add read as follows: "For so long as an aggregate of at least 5,000,000 shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock (collectively, the "Senior Preferred Stock") remain outstanding (subject to adjustment for stock splits, dividends or the like), the authorized size of the Company's Board of Directors shall be fixed at eight (8) members." (b) Section 1.2(b) of the Voting Agreement is hereby amended and restated in its entirety to read as follows: "At each election of directors in which the holders of Series A-2 A Preferred Stock and Common Stock, voting together as parties a single class, are entitled to thereto: “This elect one or more Series A/ Common Directors of the Company (as defined in Article IV, Section 3.3(b) of Article IV of the Company's Amended and Restated Articles of Incorporation, as may be amended from time to time (the "Articles"), the Key Holders and Investors shall vote all of their respective Key Holder Shares and Investor Shares entitled to vote for Series A/Common Directors so as to elect one or two individuals, as applicable, nominated by the holders of a majority in interest of the Key Holder Shares as Series A/Common Directors; provided, however, that one such nominated individual shall be the Company's Chief Executive Officer, unless otherwise agreed to by the Investors holding a majority of the outstanding Senior Preferred Stock. Any vote taken to remove any director elected pursuant to this Section 1.2(b), or to fill any vacancy created by the resignation or death of a director elected pursuant to this Section 1.2(b), shall also be subject to the provisions of this Section 1.2(b)." (c) Section 1.2(c) of the Voting Agreement (is hereby amended and restated in its entirety to read as follows: "At each election of directors in which the “Agreement”) is made and entered into as of November 21, 2012, by and among SONIM TECHNOLOGIES, INC., a Delaware corporation (the “Company”), those certain holders of the Company’s Common Senior Preferred Stock, voting together as a single class, are entitled to elect four (4) Series B/C/D/D-1 Directors of the Company (as defined in Section 3.3(b) of Article IV of the Articles), the Investors shall vote all of their respective Investor Shares so as to elect: (i) one (1) individual nominated by the Sanderling partnerships or funds which are parties to this Agreement (collectively, the "Sanderling Partnerships"), or, if the Sanderling Partnerships hold less than 2,500,000 shares of the Senior Preferred Stock (“Common Stock”subject to adjustment for stock splits, dividends or the like), one (1) and options to purchase Common individual nominated by the holders of a majority in interest of the Investor Shares; (ii) one (1) individual nominated by Guidant Investment Corporation ("Guidant") but only if Guidant holds at least 1,071,429 shares of the Senior Preferred Stock (“Options”subject to adjustment for stock splits, dividends or the like); (iii) listed on Exhibit A hereto one (1) individual nominated by Foundation Medical Partners, L.P. ("Foundation Medical Partners"), or if Foundation Medical Partners holds less than 800,000 shares of the Senior Preferred Stock (subject to adjustment for stock splits, dividends or the like), one (1) individual nominated by the holders of a majority in interest of the Investor Shares; and (iv) one (1) individual nominated by the holders of a majority in interest of the Investor Shares. At each a “Key Holder” and together, election of directors in which the “Key Holders”) and those holders of the Company’s Common Senior Preferred Stock, voting together as a single class, are entitled to elect two (2) Series A B/C/D/D-1 Directors, the Investors shall vote all of their respective Investor Shares so as to elect: (i) one (1) individual nominated by the Sanderling Partnerships, or, if the Sanderling Partnerships hold less than 2,500,000 shares of the Senior Preferred Stock (subject to adjustment for stock splits, dividends or the “Series A Preferred”like), Series A-1 one (1) individual nominated by the holders of a majority in interest of the Investor Shares; and (ii) one (1) individual nominated by Guidant but only if Guidant holds at least 1,071,429 shares of the Senior Preferred Stock (subject to adjustment for stock splits, dividends or the “Series A-1 Preferred”like). Any vote taken to remove any director elected pursuant to this Section 1.2(c), or to fill any vacancy created by the resignation, death or removal of a director elected pursuant to this Section 1.2(c), shall also be subject to the provisions of this Section 1.2(c). Any waiver, modification, amendment or termination of this Section 1.2(c) as it relates to Foundation Medical Partners shall require the prior written consent of Foundation Medical Partners. Guidant acknowledges and agrees that the Company reserves the right not to provide information to its nominee elected pursuant to clause (ii) above and to exclude such nominee from any meeting or portion thereof if delivery of such information or attendance at such meeting by such nominee would result in disclosure of trade secrets to such nominee which could directly benefit Guidant to the competitive disadvantage of the Company or, based on the advice of counsel, would adversely affect the attorney-client privilege between the Company and its counsel. Guidant further agrees to advise its nominee to abstain from the deliberations and voting for any matter in which Guidant has a direct interest." (d) The reference to "Series A-2 C Preferred Stock (the “Series A-2 Preferred”) and Series B D Preferred Stock (Stock" in Section 3.5 of the “Series B Preferred” and, together with the Series A Preferred, the Series A-1 Preferred, and Series A-2 Preferred, the “Series Preferred”) and/or Common Stock into which any shares of Series Preferred have been, or will be, converted listed on Exhibit B hereto (the “Investors”). Capitalized terms used but not defined herein shall have the meanings set forth in that certain Preferred Stock Purchase and Exchange Voting Agreement of even date herewith (the “Purchase Agreement”).” b. Section 1.2 shall be is hereby amended and restated to read in its entirety as follows:"Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock".