Common use of Future Sales Clause in Contracts

Future Sales. (a) Each Management Investor understands and agrees that 399 Venture may in the future transfer, subject to the terms and conditions of this Agreement, shares of Common Stock to a third party. In addition, future investors in the Company may receive debt securities or preferred stock senior in liquidation preference and dividend payment rights, with a higher dividend rate or other terms more favorable than those of the Securities. (b) Each Management Investor understands and agrees that 399 Venture may elect to transfer, in whole or in part, the $10,000,000 subordinated note issued to 399 Venture on the Closing Date (the "Subordinated Note"), and 399 Venture shall have the right to transfer the Subordinated Note, in whole or in part, to any Person. In connection with such transfer, 399 Venture may elect to have the Company repurchase part or all of the Subordinated Note and reissue the aggregate amount so repurchased to such Person designated by 399 Venture, either as shares of Series A Preferred Stock or as an additional Subordinated Note, as 399 Venture may designate in writing. No Tag-Along Rights of any Investors shall apply to the transactions described in this Section 4.10(b) with respect to transaction with Affiliates of 399 Venture. (c) Each Management Investor understands and agrees that in the future, in addition to the provisions of Section 4.10(b), 399 Venture may elect to transfer, in whole or in part, the equity or debt securities held by 399 Venture, and 399 Venture may elect to so transfer such securities by requiring the Company (i) to repurchase or redeem the securities designated by 399 Venture to be repurchased or redeemed and (ii) to reissue to such Person or Persons designated by 399 Venture in writing the aggregate amount so repurchased or redeemed by the Company from 399 Venture. No Tag-Along Rights of any Investors pursuant to Section 5.8 shall apply to the foregoing transfers; however, to the extent that the Persons designated by 399 Venture in the foregoing clause (ii) are not an Affiliate of 399 Venture or any fund organized by an Affiliate of 399 Venture, each Investor who would have been a Tag-Along Rights Holder had Section 5.8 applied to the foregoing transactions shall have the right to require 399 Venture to purchase that number of shares of Common Stock from such Investor as 399 Venture would have been required to include in the transfer had the transfer been subject to Section 5.8.