Right of First Refusal and Co-Sale Agreement - Glasser Legal Works


REPRINTED WITH PERMISSION FROM VOLUMES ONE AND TWO OF 
The Emerging Growth Companies Series
From Glasser Legal Works
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RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT This RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT is entered into as of the day of _____, 19__ by and among ____________, a Delaware corporation (the "Company"), (the "Founder") and the undersigned holders (the "Purchasers") of Series A Preferred Stock of the Company (the "Preferred Shares"). WITNESSETH WHEREAS, the Company and the Purchasers [and the Founder] are parties to the Series A Preferred Stock Purchase Agreement of even date herewith, pursuant to which the Purchasers are purchasing shares of the Company's Series A Preferred Stock; WHEREAS, the Founder is the beneficial owner of the number of shares of Common Stock of the Company set forth opposite his/her name on Schedule A hereto; and WHEREAS, the Founder wishes to provide further inducement to the Purchasers to purchase the Preferred Shares; NOW, THEREFORE, in consideration of the premises and the mutual promises set forth in this Agreement; THE PARTIES AGREE AS FOLLOWS: 1.