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
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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.