First Refusal and Co-Sale Agreement Sample Contracts

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AKILI INTERACTIVE LABS, INC. AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT
First Refusal and Co-Sale Agreement • April 25th, 2024 • PureTech Health PLC • Pharmaceutical preparations

This AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of the 25th day of May, 2021 by and among AKILI INTERACTIVE LABS, INC., a Delaware corporation (the “Company”), the holders of Common Stock of the Company (the “Common Stock”), or of options to purchase Common Stock, listed on Exhibit A attached hereto (each a “Common Holder” and, together, the “Common Holders”) and the holders of Preferred Stock of the Company (the “Preferred Shares”) listed on Exhibit B attached hereto (each an “Investor” and together, the “Investors”).

FIRST REFUSAL AND CO-SALE AGREEMENT
First Refusal and Co-Sale Agreement • April 1st, 2010 • Qlik Technologies Inc

This FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of November 17, 2004 by and among Qlik Technologies Inc., a Delaware corporation (the “Company”), the parties listed on Schedule A (each, a “Common Holder” and together the “Common Holders”) and the parties listed on Schedule B (the “Investors”) who are holders of Preferred Stock of the Company (the “Preferred Shares”).

AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT
First Refusal and Co-Sale Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York

This AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of the 19th day of December, 2006 by and among Longtop Financial Technologies Limited, an International Business Company under the laws of the British Virgin Islands (the “Company”), and the holders of Ordinary Shares of the Company listed on the Schedule of Ordinary Shareholders attached as Exhibit A hereto (each a “Ordinary Shareholder” and together the “Ordinary Shareholders”) and the investors listed on the Schedule of Investors attached as Exhibit B hereto, each of which is herein referred to as an “Investor.

FIRST REFUSAL AND CO-SALE AGREEMENT
First Refusal and Co-Sale Agreement • December 29th, 2016 • Rise Companies Corp • Real estate investment trusts • New York

This FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of the 14th day of April, 2014 by and among Rise Companies Corp., a Delaware corporation (the “Company”), the holders of Common Stock of the Company (the “Common Stock”) listed on Exhibit A attached hereto (each a “Common Holder” and, together, the “Common Holders”) and the holders of Preferred Stock of the Company (the “Preferred Shares”) listed on Exhibit B attached hereto (the “Investors”).

AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT
First Refusal and Co-Sale Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • Delaware

THIS AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of September 11, 2007, by and among LDR Holding Corporation, a Delaware corporation (the “Company”), each of the individuals and entities listed on Schedule A attached hereto (the “Investors”), and each of the individuals listed on Schedule B attached hereto (the “Common Holders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in that certain Series C Preferred Stock Purchase Agreement dated as of the date hereof (the “Purchase Agreement”) by and among the Company and certain of the Investors. The Common Holders and the Investors are sometimes referred to herein individually as “Stockholder” and collectively as the “Stockholders.”

FIRST REFUSAL AND CO-SALE AGREEMENT
First Refusal and Co-Sale Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc. • New York

This FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of the 24th day of December, 2004 by and among New Oriental Education & Technology Group Inc., an International Business Company under the laws of the British Virgin Islands (the “Company”), the parties listed on Exhibit A (each a “Common Holder” and together the “Common Holders”) and the parties listed on Exhibit B (the “Investors”) who are holders of Preferred Shares of the Company (the “Preferred Shares”).

AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT
First Refusal and Co-Sale Agreement • January 21st, 2011 • RPX Corp • California

This AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of the 15th day of July, 2009 by and among RPX Corporation, a Delaware corporation (the “Company”), John Amster, Geoffrey T. Barker and Eran Zur (each a “Founder” and together the “Founders”) and the holders of Preferred Stock of the Company (the “Preferred Shares”) listed on Exhibit A (the “Investors”).

FOURTH AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT
First Refusal and Co-Sale Agreement • August 31st, 2017 • Despegar.com, Corp. • Transportation services • Delaware

Parties: Despegar.com, Corp., a business company incorporated in the British Virgin Islands with company number 1936519 and whose registered office is at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110 (the “Company”), the holders of Ordinary Shares of the Company (“Ordinary Shares”) listed on Schedule A hereto (the “Tiger Shareholders”), the holders of Ordinary Shares listed on Schedule B hereto (the “Management Shareholders”), the holders of Ordinary Shares listed on Schedule C hereto (the “Other Investor Shareholders”), the holders of Ordinary Shares listed on Schedule D hereto (the “Expedia Shareholder”) and such persons who may be listed from time to time on Schedule E hereto (the “Additional Shareholders” and, together with the Management Shareholders, the Tiger Shareholders, the Other Investor Shareholders and the Expedia Shareholder, each, a “Shareholder” and, collectively, the “Shareholders”), in each case as such Schedules A, B

RECITALS
First Refusal and Co-Sale Agreement • February 1st, 2005 • Ovation Products Corp • Delaware
FIRST REFUSAL AND CO-SALE AGREEMENT
First Refusal and Co-Sale Agreement • June 12th, 2020 • Crush Capital Inc. • Services-motion picture & video tape production • California

This FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of May 4, 2020 by and among Crush Capital Inc., a Delaware corporation (the “Company”), the holders of Common Stock of the Company (the “Common Stock”) listed on Exhibit A attached hereto (each a “Common Holder” and, together, the “Common Holders”) and the holders of Preferred Stock of the Company (the “Preferred Stock”) listed on Exhibit B attached hereto (each an “Investor” and together, the “Investors”). Each Common Holder is the beneficial owner of the number of shares of Common Stock set forth opposite his or her name on Schedule A attached hereto.

AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT
First Refusal and Co-Sale Agreement • February 16th, 2016 • WayBetter, Inc. • Services-personal services • Delaware

This AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of the 6th day of October, 2015, by and among WAYBETTER, INC., a Delaware corporation (the “Company”), the holders of Common Stock of the Company (the “Common Stock”) listed on Exhibit A attached hereto (each a “Common Holder” and, together, the “Common Holders”) and the holders of Preferred Stock of the Company (the “Preferred Shares”) listed on Exhibit B attached hereto (each an “Investor” and together, the “Investors”).

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