Co-Sale and First Refusal Agreement Sample Contracts

CO-SALE AND FIRST REFUSAL AGREEMENT
Co-Sale and First Refusal Agreement • September 12th, 2005 • Vincera, Inc. • Services-prepackaged software • Texas

This CO-SALE AND FIRST REFUSAL AGREEMENT (this “Agreement”) is entered into as of February 21, 2003, by and among Smarte Solutions, Inc., a Delaware corporation (the “Company”), each of the individuals and entities listed on Schedule I attached hereto (the “Purchasers”) and each of the individuals listed on Schedule II attached hereto (the “Key Stockholders”). This Agreement shall become effective as of the Closing (as defined therein) of that certain Series A Convertible Preferred Stock Purchase Agreement dated as of even date herewith (the “Purchase Agreement”) by and among the Company and the Purchasers. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.

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CO-SALE AND FIRST REFUSAL AGREEMENT
Co-Sale and First Refusal Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Delaware

This CO-SALE AND FIRST REFUSAL AGREEMENT (this “Agreement”) dated March 25, 2013, is entered into by and among Heat Biologics, Inc., a Delaware corporation (the “Company”), each holder of the Company’s Series B Preferred Stock (as defined below) (the “Purchasers”), each holder of the Company’s Series 1 Preferred Stock, par value $0.0001 (the “Series 1 Preferred Holders”), each holder of the Company’s Series A Preferred Stock, par value $0.0001 (the “Series A Preferred Holders”, and collectively with the Series 1 Preferred Holders, the “Series 1 and Series A Preferred Holders”) and each holder of Common Stock (as defined below) (the “Stockholders”). The Series 1 and Series A Preferred Holders, collectively with the Purchasers, are referred to herein as the (“Preferred Stockholders”). This Agreement will become effective as of the Initial Closing (as defined therein) of that certain Series B Preferred Stock Purchase Agreement dated of even date herewith (the “Purchase Agreement”) by and

CO-SALE AND FIRST REFUSAL AGREEMENT
Co-Sale and First Refusal Agreement • February 13th, 2006 • Elandia, Inc. • Delaware

This CO-SALE AND FIRST REFUSAL AGREEMENT (this “Agreement”) is entered into as of , 2005, by and between Stanford International Bank, Ltd., an Antiguan corporation (“Stanford”) and W&R South Pacific, L.P., a Washington limited partnership (“W&R”). This Agreement shall become effective as of the Closing (as defined therein) of that certain Agreement and Plan of Merger dated as of July 25, 2005 among eLandia Solutions, Inc., a Delaware corporation (the “Company”), eLandia AST Acquisition, Inc., a Delaware corporation (“Merger Sub”), AST Telecom, L.L.C., a Delaware limited liability company (“AST”), Stanford and W&R (the “Merger Agreement”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Merger Agreement.

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