Co-Sale Agreement Sample Contracts

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CO-SALE AGREEMENT
Co-Sale Agreement • July 29th, 2022 • Hainan Oriental Jiechuang Investment Partnership (Limited Partnership) • Services-specialty outpatient facilities, nec • Hong Kong

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereto hereby agree as follows:

September 25, 2012 Pegasus Capital Advisors, L.P. c/o Pegasus Capital Advisors Cos Cob, CT 06807 Gentlemen:
Co-Sale Agreement • October 1st, 2012 • LED Holdings, LLC • Electric lighting & wiring equipment • Delaware

Reference is made to the that certain letter agreement (the “Original Co-Sale Letter”), dated as of May 25, 2012, by Pegasus Capital Advisors, L.P., a Delaware limited partnership (“PCA”) for the benefit of RW LSG Holdings LLC, a Delaware limited liability company (“Riverwood”) and that certain Series H Preferred Stock Subscription Agreement, dated as of May 25, 2012 (the “Subscription Agreement”), between Lighting Science Group Corporation, a Delaware corporation (the “Company”) and Riverwood, pursuant to which Riverwood acquired shares of Series H Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series H Preferred”), which Series H Preferred is convertible into shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”). Certain capitalized terms used herein are defined in Section 4 below. In connection with the execution of that certain letter agreement (the “Four Party Co-Sale Letter”), dated as of the date hereof, by PCA for the

SCC COMMUNICATIONS CORP. CO-SALE AGREEMENT
Co-Sale Agreement • April 9th, 1998 • SCC Communications Corp
ANALEX CORPORATION CO-SALE AGREEMENT
Co-Sale Agreement • June 9th, 2004 • Analex Corp • Services-computer programming, data processing, etc. • Delaware

This CO-SALE AGREEMENT (this “Agreement”), dated as of May 28, 2004, is among ANALEX CORPORATION, a Delaware corporation (the “Company”), (b) PEQUOT PRIVATE EQUITY FUND III, L.P., PEQUOT OFFSHORE PRIVATE EQUITY PARTNERS III, L.P. (each a “Pequot Shareholder” and, collectively, the “Pequot Shareholders”) and the other investors listed on the signature pages hereto under the heading “Investor Shareholders” (each an “Investor Shareholder” and, collectively, the “Investor Shareholders” and, together with the Pequot Shareholders, the “Shareholders”, collectively).

RECITALS
Co-Sale Agreement • April 18th, 2001 • On Stage Entertainment Inc • Services-amusement & recreation services • California
TRIDENT BRANDS INCORPORATED CO-SALE AGREEMENT EFFECTIVE AS OF January 29, 2015
Co-Sale Agreement • May 8th, 2017 • Fengate Trident LP • Metal mining

CO-SALE AGREEMENT, dated as of February , 2015 (this “Agreement”), by and between the shareholder of Trident Brands Incorporated, a corporation formed and subsisting under the laws of Nevada (the “Company”) set forth on Annex I attached hereto (together with any Affiliate (excluding the Company) who hereafter acquires any Shares (as defined below), the “Existing Shareholder”) and LPF (MCTECH) Investment Corp. (together with any permitted successor, assign or transferee of such investor’s Shares(the “Investor”). As used herein, “Shareholders” shall mean the Investor, the Existing Shareholder and any other person who agrees in writing with the parties hereto to be bound by and to comply with all applicable provisions of this Agreement as a Shareholder hereunder.

AMENDED AND RESTATED CO-SALE AGREEMENT
Co-Sale Agreement • October 3rd, 2002 • Ge Capital Equity Investments Inc • Personal credit institutions • New York

THIS CO-SALE AGREEMENT is amended and restated as of this 28th day of June, 2001, by and among PrimeSource Healthcare, Inc., a Massachusetts corporation (the "COMPANY"), and the persons listed as Stockholders on the signature pages hereto (collectively, the "STOCKHOLDERS" and individually, a "STOCKHOLDER").

CO-SALE AGREEMENT
Co-Sale Agreement • July 10th, 2015 • Golden Post Rail, LLC • Metal mining • Texas

This Co-Sale Agreement (the “Agreement”) is made and entered into as of June 30, 2015 (the “Effective Date”) by and among DynaResource, Inc., a Delaware corporation (the “Company”), Golden Post Rail, LLC (“Golden Post Rail” and together with its assignees, the “Investors”, and each an “Investor”) and the parties set forth on Exhibit A attached hereto (each a “Key Holder” and together the “Key Holders”).

CO-SALE AGREEMENT
Co-Sale Agreement • January 10th, 2008 • Pet DRx CORP • Agricultural services • New York

This CO-SALE AGREEMENT (this “Agreement”) is entered into as of September 11, 2006, by and among Echo Healthcare Acquisition Corp., a Delaware corporation (“Parent”), and each of the stockholders of the Company signatory hereto (each, a “Stockholder,” and together, the “Stockholders”).

TECHWELL, INC. FOURTH AMENDED AND RESTATED CO-SALE AGREEMENT
Co-Sale Agreement • April 10th, 2006 • Techwell Inc • Semiconductors & related devices • California

THIS FOURTH AMENDED AND RESTATED CO-SALE AGREEMENT (the "Agreement") is made and entered into as of March 11, 2005 by and among Techwell, Inc., a California corporation (the "Company"), the shareholders of the Company identified in Schedule A (each a "Shareholder" and collectively referred to herein as the "Shareholders"), and those investors identified in Schedule B that (i) hold not less than 250,000 shares (as adjusted for stock splits, stock dividends, combinations, recapitalizations and the like) of the Company's Series B Preferred Stock (the "Major B Investors"), (ii) hold not less than 150,000 shares (as adjusted for stock splits, stock dividends, combinations, recapitalizations and the like) of the Company's Series C Preferred Stock (the "Major C Investors"), (iii) hold not less than 150,000 shares (as adjusted for stock splits, stock dividends, combinations, recapitalizations and the like) of the Company's Series D Preferred Stock (the "Major D Investors"), (iv) hold not less

DPAC Technologies Corp. Co-Sale Agreement Dated as of January 31, 2008
Co-Sale Agreement • February 5th, 2008 • Dpac Technologies Corp • Semiconductors & related devices

This CO-SALE AGREEMENT dated as of January 31, 2008 (the “Agreement”) by and among DPAC Technologies Corp., a California corporation (the “Company”), Development Capital Ventures, LP, a Delaware limited partnership (“DCP”), William Roberts, an individual, and Steven D. Runkel, an individual (together with any future holder of Shares, individually, a “Shareholder” and collectively, the “Shareholders”), and Canal Mezzanine Partners, L.P., a Delaware limited partnership (the “Holder”), is provided for and entered into pursuant to the Senior Subordinated Note and Warrant Purchase Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and between the Company, Quatech, Inc., an Ohio corporation and wholly owned subsidiary of the Company, and the Holder. The Company, the Shareholders and the Holder are referred to collectively as the “Parties” and individually as a “Party”.

Page SECTION 1 DEFINITIONS 1 1.1 Certain Definitions 1 SECTION 2 RESTRICTIONS ON TRANSFER 3 2.1 General 3 2.2 Notice of Proposed Transfer 3 SECTION 3 RIGHT OF CO-SALE 3 3.1 Exercise by the Remaining Investor 3 3.2 Closing; Consummation of the Co-Sale...
Co-Sale Agreement • September 21st, 2009 • Maxygen Inc • Services-commercial physical & biological research • Delaware

This Co-Sale Agreement (this “Agreement”) is dated as of September 18, 2009, and is between Perseid Therapeutics LLC, a Delaware limited liability company (the “Company”), Maxygen, Inc., a Delaware corporation (“Maxygen”), and Astellas Bio Inc., a Delaware corporation (“Bio”) (each of Bio and Maxygen an “Investor,” and collectively, the “Investors”). All capitalized terms used and not defined herein shall have such meanings as set forth in the Master Joint Venture Agreement by and between Maxygen, Astellas Pharma Inc. and Bio dated as of June 30, 2009 (the “Master Joint Venture Agreement”).

CO-SALE AGREEMENT
Co-Sale Agreement • November 2nd, 2011 • Gores Radio Holdings, LLC • Radio broadcasting stations • Delaware

THIS CO-SALE AGREEMENT (this "Agreement") is made and entered into as of November 1, 2011 by and between Triton Media Group, LLC ("Oaktree") and Gores Radio Holdings, LLC ("Gores" and collectively with Oaktree, the "Investors").

● , INC. CO-SALE AGREEMENT
Co-Sale Agreement • September 29th, 2022 • Colorado

This Co-Sale Agreement (the “Agreement”) is made and entered into as of this ● day of ●, 20__, by and among ● , Inc., a Delaware corporation (the “Company”), each of the persons and entities listed on Exhibit A hereto (the “Investors”) and each of the persons listed on Exhibit B hereto (each referred to herein as a “Key Holder” and collectively as the “Key Holders”).

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