Common use of Come Along/Take Along Clause in Contracts

Come Along/Take Along. (i) Partnership-III, a Massachusetts limited partnership ("BDC-III" and together with Abbingdon-I, Abbingdon-II and Abbingdon-III, the "Partnerships"), propose to transfer substantially all of the shares of the Common Stock held by them (a "Sale of Securities") other than to the public for cash pursuant to a registration statement filed under the Securities Act, then the following provisions of this Section 7 shall apply. (ii) The Partnerships shall permit the Purchaser, or cause the Purchaser to be permitted, to sell the same proportionate number of shares of the Common Stock held by the Purchaser as the Partnerships shall sell of the shares of the Common Stock held by the Partnerships, for the same consideration and otherwise on the same terms and conditions to be received by the Partnerships in the Sale of Securities. (iii) The Partnerships shall have the right to request the Purchaser to sell or cause to be sold the number of shares of the Common Stock held by the Purchaser which bears the same proportion to the number of shares of the Common Stock then held by the Purchaser as the number of shares of the Common Stock being sold by the Partnerships bears to the total number of shares of the Common Stock owned by the Partnerships (a "Purchaser Request"). (iv) Upon receipt by the Purchaser of a Purchaser Request, the Purchaser will sell or will cause to be sold the appropriate number of shares of the Common Stock held by the Purchaser for the consideration and otherwise on the same terms and conditions received by the Partnerships. (b) The obligations of the Partnerships under Section 7(a) hereof to afford the Purchaser, or cause the Purchaser to be afforded, the rights referred to therein will be discharged if the Purchaser is given written notice which allows the Purchaser ten business days to exercise such rights (by written reply addressed to such person as may be designated in the notice, and if requested in such notice, sent by certified mail, return receipt requested), and within such ten business day period the Purchaser has not given notice of exercise of such rights. (c) All rights and obligations created by this Section 7 shall terminate upon the earlier to occur of (i) the written agreement of the parties hereto, or (ii) the Termination Event.

Come Along/Take Along. (i) ("Abbingdon-II"), Abbingdon Venture Partners Limited Partnership-III, a Delaware limited partnership ("Abbingdon-III"), and Business Development Capital Limited Partnership-III, a Massachusetts limited partnership ("BDC-III" and together with Abbingdon-I, Abbingdon-II and Abbingdon-III, the "Partnerships"), propose to transfer substantially all of the shares of the Common Stock held by them (a "Sale of Securities") other than to the public for cash pursuant to a registration statement filed under the Securities Act, then the following provisions of this Section 7 shall apply. (ii) The Partnerships shall permit the Purchaser, or cause the Purchaser to be permitted, to sell the same proportionate number of shares of the Common Stock held by the Purchaser as the Partnerships shall sell of the shares of the Common Stock held by the Partnerships, for the same consideration and otherwise on the same terms and conditions to be received by the Partnerships in the Sale of Securities. (iii) The Partnerships shall have the right to request the Purchaser to sell or cause to be sold the number of shares of the Common Stock held by the Purchaser which bears the same proportion to the number of shares of the Common Stock then held by the Purchaser as the number of shares of the Common Stock being sold by the Partnerships bears to the total number of shares of the Common Stock owned by the Partnerships (a "Purchaser Request"). (iv) Upon receipt by the Purchaser of a Purchaser Request, the Purchaser will sell or will cause to be sold the appropriate number of shares of the Common Stock held by the Purchaser for the consideration and otherwise on the same terms and conditions received by the Partnerships. (b) The obligations of the Partnerships under Section 7(a) hereof to afford the Purchaser, or cause the Purchaser to be afforded, the rights referred to therein will be discharged if the Purchaser is given written notice which allows the Purchaser ten business days to exercise such rights (by written reply addressed to such person as may be designated in the notice, and if requested in such notice, sent by certified mail, return receipt requested), and within such ten business day period the Purchaser has not given notice of exercise of such rights. (c) All rights and obligations created by this Section 7 shall terminate upon the earlier to occur of (i) the written agreement of the parties hereto, or (ii) the Termination Event.

Come Along/Take Along. (i) Partnership-III, a Massachusetts limited partnership ("BDC-III" and together with Abbingdon-I, Abbingdon-II and Abbingdon-III, the "Partnerships"), propose to transfer substantially all of the shares of the Common Stock held by them (a "Sale of Securities") other than to the public for cash pursuant to a registration statement filed under the Securities Act, then the following provisions of this Section 7 shall apply. (ii) The Partnerships shall permit the Purchaser, or cause the Purchaser to be permitted, to sell the same proportionate number of shares of the Common Stock held by the Purchaser as the Partnerships shall sell of the shares of the Common Stock held by the Partnerships, for the same consideration and otherwise on the same terms and conditions to be received by the Partnerships in the Sale of Securities. (iii) The Partnerships shall have the right to request the Purchaser to sell or cause to be sold the number of shares of the Common Stock held by the Purchaser which bears the same proportion to the number of shares of the Common Stock then held by the Purchaser as the number of shares of the Common Stock being sold by the Partnerships bears to the total number of shares of the Common Stock owned by the Partnerships (a "Purchaser Request"). (iv) Upon receipt by the Purchaser of a Purchaser Request, the Purchaser will sell or will cause to be sold the appropriate number of shares of the Common Stock held by the Purchaser for the consideration and otherwise on the same terms and conditions received by the Partnerships. (b) The obligations of the Partnerships under Section 7(a) hereof to afford the Purchaser, or cause the Purchaser to be afforded, the rights referred to therein will be discharged if the Purchaser is given written notice which allows the Purchaser ten business days to exercise such rights (by written reply addressed to such person as may be designated in the notice, and if requested in such notice, sent by certified registered mail, return receipt requested), and within such ten business day period the Purchaser has not given notice of exercise of such rights. (c) All rights and obligations created by this Section 7 shall terminate upon the earlier to occur of (i) the written agreement of the parties hereto, or (ii) the Termination Eventdate on which a registration statement (other than on Form S-8 or the successor to such Form) covering an underwritten public offering of the Company's Common Stock for cash is declared effective by the Commission, provided that this Agreement shall be reinstated if such public offering is not consummated within 20 days after such effective date.

Come Along/Take Along. (i) In the event that Business Development Capital Limited Partnership-III, a Massachusetts limited partnership ("BDC-III" "), Abbingdon Venture Partners Limited Partnership, a Connecticut limited partnership ("Abbingdon-I"), Abbingdon Venture Partners Limited Partnership-II, a Delaware limited partnership ("Abbingdon-II") and Abbingdon Venture Partners Limited Partnership-III, a Delaware limited partnership ("Abbingdon-III, and together with AbbingdonBDC-IIII, Abbingdon-II I and Abbingdon-IIIII, the "Partnerships"), propose to transfer substantially all of the shares of the Common Stock held by them (a "Sale of Securities") other than to the public for 8 8 cash pursuant to a registration statement filed under the Securities Act, then the following provisions of this Section 7 shall apply. (ii) The Partnerships shall permit the Purchaser, or cause the Purchaser to be permitted, to sell the same proportionate number of shares of the Common Stock held by the Purchaser as the Partnerships shall sell of the shares of the Common Stock held by the Partnerships, for the same consideration and otherwise on the same terms and conditions to be received by the Partnerships in the Sale of Securities. (iii) The Partnerships shall have the right to request the Purchaser to sell or cause to be sold the number of shares of the Common Stock held by the Purchaser which bears the same proportion to the number of shares of the Common Stock then held by the Purchaser as the number of shares of the Common Stock being sold by the Partnerships bears to the total number of shares of the Common Stock owned by the Partnerships (a "Purchaser Request"). (iv) Upon receipt by the Purchaser of a Purchaser Request, the Purchaser will sell or will cause to be sold the appropriate number of shares of the Common Stock held by the Purchaser for the consideration and otherwise on the same terms and conditions received by the Partnerships. (b) The obligations of the Partnerships under Section 7(a) hereof to afford the Purchaser, or cause the Purchaser to be afforded, the rights referred to therein will be discharged if the Purchaser is given written notice which allows the Purchaser ten business days to exercise such rights (by written reply addressed to such person as may be designated in the notice, and if requested in such notice, sent by certified registered mail, return receipt requested), and within such ten business day period the Purchaser has not given notice of exercise of such rights. (c) All rights and obligations created by this Section 7 shall terminate upon the earlier to occur of (i) the written agreement of the parties hereto, or (ii) the Termination Eventdate on which a registration statement (other than on Form S-8 or the successor to such Form) covering an underwritten public offering of the Company's Common Stock for cash is declared effective by the Commission, provided that this Agreement shall be reinstated if such public offering is not consummated within 20 days after such effective date.

Come Along/Take Along. (i) In the event that Abbingdon Venture Partners Limited Partnership, a Connecticut limited partnership ("Abbingdon-I"), Abbingdon Venture Partners Limited Partnership-II, a Delaware limited partnership ("Abbingdon-II") and Abbingdon Venture Partners Limited Partnership-III, a Massachusetts Delaware limited partnership ("BDCAbbingdon-III" and together with Abbingdon-I, Abbingdon-II I and Abbingdon-IIIII, the "Partnerships"), propose to transfer substantially all of the shares of the Common Stock held by them (a "Sale of Securities") other than to the public for cash pursuant to a registration statement filed under the Securities Act, then the following provisions of this Section 7 shall apply. (ii) The Partnerships shall permit the Purchaser, or cause the Purchaser to be permitted, to sell the same proportionate number of shares of the Common Stock held by the Purchaser as the Partnerships shall sell of the shares of the Common Stock held by the Partnerships, for the same consideration and otherwise on the same terms and conditions to be received by the Partnerships in the Sale of Securities. (iii) The Partnerships shall have the right to request the Purchaser to sell or cause to be sold the number of shares of the Common Stock held by the Purchaser which bears the same proportion to the number of shares of the Common Stock then held by the Purchaser as the number of shares of the Common Stock being sold by the Partnerships bears to the total number of shares of the Common Stock owned by the Partnerships (a "Purchaser Request"). (iv) Upon receipt by the Purchaser of a Purchaser Request, the Purchaser will sell or will cause to be sold the appropriate number of shares of the Common Stock held by the Purchaser for the consideration and otherwise on the same terms and conditions received by the Partnerships. (b) The obligations of the Partnerships under Section 7(a) hereof to afford the Purchaser, or cause the Purchaser to be afforded, the rights referred to therein will be discharged if the Purchaser is given written notice which allows the Purchaser ten business days to exercise such rights (by written reply addressed to such person as may be designated in the notice, and if requested in such notice, sent by certified mail, return receipt requested), and within such ten business day period the Purchaser has not given notice of exercise of such rights. (c) All rights and obligations created by this Section 7 shall terminate upon the earlier to occur of (i) the written agreement of the parties hereto, or (ii) the Termination Event.

Come Along/Take Along. (i) ("Abbingdon-II"), Abbingdon Venture Partners Limited Partnership-III, a Delaware limited partnership ("Abbingdon-III"), and Business Development Capital Limited Partnership-III, a Massachusetts limited partnership ("BDC-III" and together with Abbingdon-I, Abbingdon-II and Abbingdon-III, the "Partnerships"), propose to transfer substantially all of the shares of the Common Stock held by them (a "Sale of Securities") other than to the public for cash pursuant to a registration statement filed under the Securities Act, then the following provisions of this Section 7 shall apply. (ii) The Partnerships shall permit the Purchaser, or cause the Purchaser to be permitted, to sell the same proportionate number of shares of the Common Stock held by the Purchaser as the Partnerships shall sell of the shares of the Common Stock held by the Partnerships, for the same consideration and otherwise on the same terms and conditions to be received by the Partnerships in the Sale of Securities. (iii) The Partnerships shall have the right to request the Purchaser to sell or cause to be sold the number of shares of the Common Stock held by the Purchaser which bears the same proportion to the number of shares of the Common Stock then held by the Purchaser as the number of shares of the Common Stock being sold by the Partnerships bears to the total number of shares of the Common Stock owned by the Partnerships (a "Purchaser Request"). (iv) Upon receipt by the Purchaser of a Purchaser Request, the Purchaser will sell or will cause to be sold the appropriate number of shares of the Common Stock held by the Purchaser for the consideration and otherwise on the same terms and conditions received by the Partnerships. (b) The obligations of the Partnerships under Section 7(a) hereof to afford the Purchaser, or cause the Purchaser to be afforded, the rights referred to therein will be discharged if the Purchaser is given written notice which allows the Purchaser ten business days to exercise such rights (by written reply addressed to such person as may be designated in the notice, and if requested in such notice, sent by certified mail, return receipt requested), and within such ten business day period the Purchaser has not given notice of exercise of such rights. (c) All rights and obligations created by this Section 7 shall terminate upon the earlier to occur of (i) the written agreement of the parties hereto, or (ii) the Termination Event.. 9 9

Come Along/Take Along. (i) In the event that Abbingdon Venture Partners Limited Partnership-II, a Delaware limited partnership ("Abbingdon-II") and Abbingdon Venture Partners Limited Partnership-III, a Massachusetts Delaware limited partnership ("BDCAbbingdon-III" and together with Abbingdon-I, Abbingdon-II and Abbingdon-IIIII, the "Partnerships"), propose to transfer substantially all of the shares of the Common Stock held by them (a "Sale of Securities") other than to the public for cash pursuant to a registration statement filed under the Securities Act, then the following provisions of this Section 7 shall apply. (ii) The Partnerships shall permit the Purchaser, or cause the Purchaser to be permitted, to sell the same proportionate number of shares of the Common Stock held by the Purchaser as the Partnerships shall sell of the shares of the Common Stock held by the Partnerships, for the same consideration and otherwise on the same terms and conditions to be received by the Partnerships in the Sale of Securities. (iii) The Partnerships shall have the right to request the Purchaser to sell or cause to be sold the number of shares of the Common Stock held by the Purchaser which bears the same proportion to the number of shares of the Common Stock then held by the Purchaser as the number of shares of the Common Stock being sold by the Partnerships bears to the total number of shares of the Common Stock owned by the Partnerships (a "Purchaser Request"). (iv) Upon receipt by the Purchaser of a Purchaser Request, the Purchaser will sell or will cause to be sold the appropriate number of shares of the Common Stock held by the Purchaser for the consideration and otherwise on the same terms and conditions received by the Partnerships. (b) The obligations of the Partnerships under Section 7(a) hereof to afford the Purchaser, or cause the Purchaser to be afforded, the rights referred to therein will be discharged if the Purchaser is given written notice which allows the Purchaser ten business days to exercise such rights (by written reply addressed to such person as may be designated in the notice, and if requested in such notice, sent by certified mail, return receipt requested), and within such ten business day period the Purchaser has not given notice of exercise of such rights. (c) All rights and obligations created by this Section 7 shall terminate upon the earlier to occur of (i) the written agreement of the parties hereto, or (ii) the Termination Event.

Come Along/Take Along. (i) In the event that Business Development Capital Limited Partnership-III, a Massachusetts limited partnership ("BDC-III"), Abbingdon Venture Partners Limited Partnership, a Connecticut limited partnership ("Abbingdon-I"), Abbingdon Venture Partners Limited Partnership-II, a Delaware limited partnership ("Abbingdon-II") and Abbingdon Venture Partners Limited Partnership-III, a Delaware limited partnership ( "Abbingdon-III" and together with AbbingdonBDC-IIII, Abbingdon-II I and Abbingdon-IIIII, the "Partnerships"), propose to transfer substantially all of the shares of the Common Stock held by them (a "Sale of Securities") other than to the public for 8 8 cash pursuant to a registration statement filed under the Securities Act, then the following provisions of this Section 7 shall apply. (ii) The Partnerships shall permit the Purchaser, or cause the Purchaser to be permitted, to sell the same proportionate number of shares of the Common Stock held by the Purchaser as the Partnerships shall sell of the shares of the Common Stock held by the Partnerships, for the same consideration and otherwise on the same terms and conditions to be received by the Partnerships in the Sale of Securities. (iii) The Partnerships shall have the right to request the Purchaser to sell or cause to be sold the number of shares of the Common Stock held by the Purchaser which bears the same proportion to the number of shares of the Common Stock then held by the Purchaser as the number of shares of the Common Stock being sold by the Partnerships bears to the total number of shares of the Common Stock owned by the Partnerships (a "Purchaser Request"). (iv) Upon receipt by the Purchaser of a Purchaser Request, the Purchaser will sell or will cause to be sold the appropriate number of shares of the Common Stock held by the Purchaser for the consideration and otherwise on the same terms and conditions received by the Partnerships. (b) The obligations of the Partnerships under Section 7(a) hereof to afford the Purchaser, or cause the Purchaser to be afforded, the rights referred to therein will be discharged if the Purchaser is given written notice which allows the Purchaser ten business days to exercise such rights (by written reply addressed to such person as may be designated in the notice, and if requested in such notice, sent by certified registered mail, return receipt requested), and within such ten business day period the Purchaser has not given notice of exercise of such rights. (c) All rights and obligations created by this Section 7 shall terminate upon the earlier to occur of (i) the written agreement of the parties hereto, or (ii) the Termination Eventdate on which a registration statement (other than on Form S-8 or the successor to such Form) covering an underwritten public offering of the Company's Common Stock for cash is declared effective by the Commission, provided that this Agreement shall be reinstated if such public offering is not consummated within 20 days after such effective date.