Common use of Future Stockholders Clause in Contracts

Future Stockholders. Any Person acquiring Securities from a Selling Stockholder, Transferor or the Company after the date hereof shall, as a condition to the effectiveness of such acquisition, be required to execute a counterpart to this Agreement, certifying that such Person is an “Accredited Investor” as defined in the Securities Act and agreeing to be treated as a party hereto, whereupon such Person shall be bound by this Agreement; provided, however, that Persons acquiring Securities from the Company (i) pursuant to the Company’s Amended and Restated 2002 Stock Option Plan (the “Stock Option Plan”) or the Company’s 2007 Long Term Incentive Plan (the “Long Term Incentive Plan”), (ii) in reliance upon Rule 701 of the Securities Act, (iii) pursuant to or under any stock option, stock bonus or other stock plans or agreements of the Company in effect as of the date hereof, or under any stock option, stock bonus or other stock plan approved by the Board thereafter, (iv) pursuant to or in connection with an acquisition transaction, building or equipment lease transaction, bank loan transaction, or strategic alliance or partnering arrangement that is not primarily for equity financing purposes and that is approved by the Board, (v) pursuant to or in connection with strategic transactions involving the Company and another Person, including joint ventures, manufacturing, marketing or distribution arrangements, or technology transfer or development arrangements, each of which must be approved by the Board, (vi) pursuant to or in connection with any contract arrangement approved by the Board for the provision of advisory services with respect to the development of the Company’s products, in-licensed technologies, and/or knowledge and expertise related thereto, or (vii) pursuant to or in connection with any transfer described in clauses (i), (vii) or (viii) of the definition of Exempted Transfers shall not be required to certify that such Person is an Accredited Investor. The Company will update Schedule A and/or Schedule B, as necessary, following the execution of any such counterpart to this Agreement as described herein.

Future Stockholders. Any (a) Each Person acquiring (unless already subject to this Agreement) part of the Founder Stockholder Group or the Investor Stockholder Group that acquires Equity Securities from a Selling Stockholder, Transferor Founder Stockholder or the Company an Investor Stockholder after the date hereof shallhereof, as a condition to the effectiveness of such acquisition, shall be required to execute a counterpart to this Agreement, certifying that agreeing to be treated as: (i) a Founder Stockholder, if such Person acquires such Equity Securities from a Founder Stockholder and is a member of such Founder Stockholder’s Group or the Group of another Founder Stockholder; or (ii) an “Accredited Investor” Investor Stockholder, if such Person acquires such Equity Securities from an Investor Stockholder and is a member of such Investor Stockholder’s Group or the Group of another Investor Stockholder. whereupon, in each case, such Person shall be bound by, and entitled to the benefits of, the provisions of this Agreement relating to all Stockholders and to Founder Stockholders or Investor Stockholders, as defined the case may be. (b) Except as described in Section 3.1(a), each Person (unless already subject to this Agreement) that acquires Equity Securities from a Stockholder after the Securities Act and date hereof, as a condition to the effectiveness of such acquisition, shall be required to execute a counterpart to this Agreement, agreeing to be treated as a party heretoan Other Stockholder, whereupon whereupon, in each case, such Person shall be bound by, and entitled to the benefits of, the provisions of this Agreement relating to all Stockholders. (c) Any Transfer of Equity Securities by this Agreement; providedany Stockholder not in accordance with Section 3.1(a) or 3.1(b), howeveras applicable, that Persons acquiring Securities from shall be void. (d) In addition to the foregoing, if the Company determines that any other holder of Equity Securities should become a party to this Agreement (i) including upon the issuance of those certain warrants issuable pursuant to the Company’s Amended that certain Subordinated Note and Restated 2002 Stock Option Plan (the “Stock Option Plan”) or the Company’s 2007 Long Term Incentive Plan (the “Long Term Incentive Plan”Warrant Purchase Agreement), (ii) in reliance upon Rule 701 of the Securities Act, (iii) pursuant to or under any stock option, stock bonus or other stock plans or agreements of the Company in effect as of the date hereofmay, or under any stock option, stock bonus or other stock plan approved by the Board thereafter, (iv) pursuant prior to or in connection with an acquisition transaction, building or equipment lease transaction, bank loan transaction, or strategic alliance or partnering arrangement that is not primarily for equity financing purposes and that is approved by the Board, (v) pursuant issuing Equity Securities to or in connection with strategic transactions involving the Company and another such Person, including joint ventures, manufacturing, marketing or distribution arrangements, or technology transfer or development arrangements, each of which must be approved by the Board, (vi) pursuant to or in connection with any contract arrangement approved by the Board for the provision of advisory services with respect to the development of the Company’s products, in-licensed technologies, and/or knowledge and expertise related thereto, or (vii) pursuant to or in connection with any transfer described in clauses (i), (vii) or (viii) of the definition of Exempted Transfers shall not be required to certify require that such Person is an Accredited Investor. The Company will update Schedule A and/or Schedule B, as necessary, following the execution of any such execute a counterpart to this Agreement, agreeing to be treated as an Other Stockholder, whereupon, in each case, such Person shall be bound by, and entitled to the benefits of, the provisions of this Agreement as described hereinrelating to all Stockholders.