Right of First Refusal and Co-Sale Agreement Sample Contracts
RECITALSRight of First Refusal and Co-Sale Agreement • January 8th, 2008 • ATA Inc. • New York
Standard Contracts
SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • September 9th, 2024 • Pacaso Inc. • Real estate operators (no developers) & lessors • Delaware
THIS SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of the 1st day of September, 2021 by and among Pacaso Inc., a Delaware corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holders (as defined below) listed on Schedule B.
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • October 27th, 2020 • PureTech Health PLC • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of the 30th day of June, 2020 by and among Vor Biopharma Inc., a Delaware corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holders (as defined below) listed on Schedule B.
NATIV MOBILE INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT, AS AMENDEDRight of First Refusal and Co-Sale Agreement • June 11th, 2024 • Mode Mobile, Inc. • Services-computer processing & data preparation • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT, as amended (this “Agreement”) originally made and entered into as of February 25, 2021, and as amended May 7, 2024, by and among Nativ Mobile, Inc., a Delaware corporation (the “Company”), the Investors listed on Schedule A and the Key Holders listed on Schedule B.
HYPERSCIENCES, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • June 20th, 2018 • HyperSciences, Inc. • General industrial machinery & equipment • Washington
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of ________________________ by and among HyperSciences, Inc., a Delaware corporation (the “Company”), the Investors listed on Schedule A and the Key Holders listed on Schedule B.
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • Hong Kong
THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of October 21, 2010, by and among NOBAO RENEWABLE ENERGY HOLDINGS LIMITED, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), SLP NOBLE HOLDINGS LTD., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Silver Lake”), CHINA ENVIRONMENT FUND III, L.P., an exempted limited partnership registered in the Cayman Islands (“CEF”), TAI FENG INVESTMENTS LIMITED, a company duly organized and validly existing under the Laws of the British Virgin Islands and wholly owned by Mr. Kwok Ping Sun (the “Founder”) and WIDE SAFETY INTERNATIONAL LIMITED, a Hong Kong company (“Wide Safety”).
EX-4.7 6 a2229616zex-4_7.htm EX-4.7 GDS HOLDINGS LIMITED SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • May 5th, 2020 • Hong Kong
This Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement (this “Agreement”) is made as of May 19, 2016 by and among GDS Holdings Limited, an exempted company organized and existing under the laws of the Cayman Islands (the “Company”), the entities as listed on Exhibit A attached hereto (the “Series A Shareholders”), the entities listed on Exhibit A-1 attached hereto (the “Series B Shareholders”), the entities listed on Exhibit A-2 attached hereto (the “Series A* Shareholders”), the entities listed on Exhibit A-3 attached hereto (the “Series B1 Shareholders”), the entities listed on Exhibit A-3 attached hereto (the “Series B2 Shareholders”), the entity listed on Exhibit A-3 attached hereto (the “Series B4 Shareholder”), the entity listed on Exhibit A-3 attached hereto (the “Series B5 Shareholder”), the entity listed on Exhibit A-4 attached hereto (the “Series C Shareholder”), the individuals and entities listed on Exhibit B attached hereto (each a “Key Founder” and c
RECITALSRight of First Refusal and Co-Sale Agreement • April 18th, 2001 • On Stage Entertainment Inc • Services-amusement & recreation services • California
Winc, Inc. Sixth amended and restated Right of first Refusal and co-Sale AGREEMENT Effective Date: [__________ __], 2020Right of First Refusal and Co-Sale Agreement • July 10th, 2020 • Winc, Inc. • Retail-miscellaneous retail • Delaware
This Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement (this “Agreement”) is made as of [__________ __], 2020, by and among Winc, Inc., a Delaware corporation (the “Company”), the holders of Common Stock listed on Schedule 1 hereto (the “Common Holders”), the holders of shares of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock listed on Schedule 2 hereto (the “Investors”), and each of Alexander Oxman and Geoffrey McFarlane in their individual capacities (the “Key Holders”). Investors, Common Holders and Key Holders shall collectively be referred to as “Stockholders”.
FOURTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware
This Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement (the “Agreement”) is made and entered into as of this 20th day of November, 2013 (the “Effective Date”), by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), those holders of the Company’s Common Stock listed on Exhibit A hereto (referred to hereinafter as the “Common Holders” and each individually as a “Common Holder”), the persons and entities listed on Exhibit B hereto (referred to hereinafter as the “Investors” and each individually as an “Investor”, and together with the Common Holders, the “Stockholders”) and each other person or entity who shall, subsequent to the date hereof, join in and become a party to this Agreement by executing and delivering to the Company an instrument of accession substantially in the form of Exhibit C attached hereto (an “Instrument of Accession”).
SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • March 13th, 2017 • Yext, Inc. • Services-computer processing & data preparation • New York
THIS SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of the 28th day of May, 2014, by and among Yext, Inc., a Delaware corporation (the “Company”), the Investors listed on Schedule A attached hereto and the Key Holders listed on Schedule B attached hereto.
EX-10.41 5 dex1041.htm RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT GLOBAL COMMUNICATION SEMICONDUCTORS, INC. AMENDMENT TO THE RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • May 5th, 2020 • California
THIS AMENDMENT TO THE RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the “Amendment”) is made and entered into as of the 19th day of March, 2002 by and among Global Communication Semiconductors, Inc. (the “Company”), and each of the persons and entities listed on Schedule A hereto (“Series A-1 Investors”), each of the persons and entities listed on Schedule B hereto (“Series B-1 Investors”), each of the persons and entities listed on Schedule C hereto (“Series C-1 Investors”) and each of the persons and entities listed on Schedule D.1 hereto (“Series D-1 Investors”) (collectively, the “Existing Investors” or “Investors”), the entities listed on Schedule D.2 hereto (the “Additional Series D-1 Investors”), the Founders identified on Schedule E hereto (the “Founders”) and the Major Employee Shareholders identified on Schedule F hereto (the “Major Employee Shareholders”).
SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • October 18th, 2013 • Tetralogic Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • July 19th, 2013 • C MEDIA LTD • Cable & other pay television services • New York
This RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is entered into as of the 5th day of July, 2013 by and among YOU On Demand Holdings, Inc., a Nevada corporation (the “Company”), the stockholders of the Company set forth on the signature page hereto (each a “Key Holder” and collectively the “Key Holders”), and C Media Limited as the holder of the Company’s Series D Preferred Stock (the “Investor”, and together with the Key Holders, the “Major Stockholders”).
BLOCKSTACK INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT December 16, 2016Right of First Refusal and Co-Sale Agreement • July 8th, 2019 • Blockstack Inc. • Delaware
This Right of First Refusal and Co-Sale Agreement (this “Agreement”) is dated as of December 16, 2016, and is by and among Blockstack Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Exhibit A (each, an “Investor,” and collectively, the “Investors”) and the individuals listed on Exhibit B (each, a “Common Holder,” and collectively, the “Common Holders”).
SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • July 26th, 2024 • WeRide Inc. • Services-computer integrated systems design • Hong Kong
THIS SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is entered into on October 29, 2022, by and among:
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • August 8th, 2017 • Denim LA, Inc. • Retail-apparel & accessory stores • Delaware
THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT is made as of July 14, 2017 by and among Denim.LA, Inc., a Delaware corporation (the “Company”), the Rights Holders listed on Schedule A, the Key Holders listed on Schedule B and the Investors listed on Schedule C. For the avoidance of doubt, each Person that is a party to the Purchase Agreement (as defined below) as an “Investor” thereunder is hereby deemed automatically, and without any further action, to have joined this Agreement and become a party hereof as an “Investor” pursuant to Section 2(b) of the Purchase Agreement, notwithstanding any failure by such Person have executed or delivered this Agreement to any other party hereof.
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • September 8th, 2021 • Basil Street Cafe, Inc. • Retail-eating places • Delaware
This AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of [•], 2021, by and among Basil Street Café, Inc., a Delaware corporation (the “Company”), the Stockholders listed on Attachment A and the Key Holders listed on Attachment B.
EX-4.4 4 dex44.htm SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO- SALE AGREEMENT SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • May 5th, 2020 • California
This SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT is entered into as of the 29th day of March 2001 by and among Responsys, Inc., a California corporation (the “Company”), Anand Jagannathan and Raghunath Raghavan (collectively, the “Founders” and individually each a “Founder”) and the undersigned holders (collectively, the “Investors” and individually each an “Investor”) of Preferred Stock of the Company.
LENDINGCLUB CORPORATION AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT MARCH 13, 2009Right of First Refusal and Co-Sale Agreement • June 17th, 2009 • LendingClub Corp • Finance services • California
This Amended and Restated Right of First Refusal and Co-Sale Agreement (the “Agreement”) is made and entered into as of this 13th day of March, 2009, by and among LendingClub Corporation, 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”).
EX-4.3 7 dex43.htm RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BAZAARVOICE, INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • May 5th, 2020 • Delaware
THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of February 9, 2010 by and among Bazaarvoice, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”) and the individuals listed on Schedule B hereto (each, a “Founder” and collectively, the “Founders”).
ANTERIOS, INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • March 31st, 2015 • Anterios Inc • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of the 6th day of October, 2009 by and among Anterios, Inc. (f/k/a Encapsion, Inc.), a Delaware corporation (the “Company”), each holder of the Company’s Series A Preferred Stock, $0.0001 par value per share (“Series A Preferred Stock”) listed on Schedule A (the “Series A Holders”) and each holder of the Company’s Series B Preferred Stock, $0.0001 par value per share (“Series B Preferred Stock”) listed on Schedule B (the “Series B Holders”, together with the Series A Holders, the “Investors”, and each individually, an “Investor”) and those certain stockholders of the Company listed on Schedule C (each of whom is referred to herein as a “Key Holder” and, collectively, as the “Key Holders”).
SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • January 19th, 2021 • Cloopen Group Holding LTD • Services-prepackaged software • Hong Kong
THIS SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is entered into on November 13, 2020 (the “Effective Date”), by and among:
EX-4.5 5 d222007dex45.htm RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT DATED SEPTEMBER 6, 2011 Execution Version RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT This RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is entered into as of...Right of First Refusal and Co-Sale Agreement • May 5th, 2020 • Hong Kong
EX1A-3 HLDRS RTS 8 hylete_1a-ex0303.htm RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT HYLETE, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • May 5th, 2020 • California
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is made and entered into as of July 16, 2015, by and among Hylete, Inc., a California 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 “Founder” and collectively as the “Founders”).
Innovative Micro Technology, Inc. Right of First Refusal and Co-Sale AgreementRight of First Refusal and Co-Sale Agreement • February 7th, 2005 • Investor Ab • Electronic components, nec • California
WITNESSETH:Right of First Refusal and Co-Sale Agreement • May 26th, 2006 • Light Sciences Oncology Inc • Surgical & medical instruments & apparatus • Washington
Q2 HOLDINGS, INC. (F/K/A CBG HOLDINGS, INC.) SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT March 1, 2013Right of First Refusal and Co-Sale Agreement • February 12th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software • Delaware
THIS SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2013 by and among Q2 Holdings, Inc. (f/k/a CBG Holdings, Inc.), a Delaware corporation (the “Company”), the holders (other than the Investors) of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), set forth on Exhibit A, to this Agreement, as such Exhibit A may be amended from time to time with no further action on the part of the parties to this Agreement to add subsequent holders of Common Stock (individually a “Common Holder,” collectively, the “Common Holders”), and the undersigned holders of (i) the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), (ii) the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”) and (iii) the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (“Series C Preferred
FOURTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • January 19th, 2021 • Adagene Inc. • Pharmaceutical preparations • Hong Kong
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (AMENDED AND RESTATED AS OF DECEMBER 22, 2011)Right of First Refusal and Co-Sale Agreement • August 7th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Right of First Refusal and Co-Sale Agreement (this “Agreement”) is made as of December 22, 2011 by and among Acceleron Pharma Inc., a Delaware corporation (the “Corporation”), the parties listed on Exhibit A hereto (the “Investors”), the persons listed as Founders on the signature pages hereto (the “Founders”) and the persons listed as Other Company Stockholders on the signature pages hereto (the “Other Company Stockholders” (the Founders and Other Company Stockholders are individually referred to herein as a “Company Stockholder” and, collectively, the “Company Stockholders”)).
MONTROSE ENVIRONMENTAL GROUP, INC. THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • June 30th, 2020 • Montrose Environmental Group, Inc. • Services-management consulting services • Delaware
THIS THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is made as of April 13, 2020, by and among Montrose Environmental Group, Inc., a Delaware corporation (the “Company”), the holders of shares of Common Stock listed on Exhibit A (collectively, the “Common Stockholders” and individually a “Common Stockholder”), the holders of shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock (“Preferred Stock”) listed on Exhibit B (collectively, the “Preferred Stockholders,” individually a “Preferred Stockholder” and jointly with the Common Stockholders, the “Stockholders” or individually a “Stockholder”), the warrantholders listed on Exhibit C (the “Warrantholders”) and the former members of EnviroWorks, LLC, a Delaware limited liability company (“EnviroWorks”), listed on Exhibit D (collectively, the “Investors”).
EX-10.8 9 d267854dex108.htm AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO- SALE AGREEMENT COSKATA, INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT AUGUST 3, 2011 PageRight of First Refusal and Co-Sale Agreement • May 5th, 2020 • Delaware
H-CYTE, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT as of November 15, 2019 RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • February 25th, 2020 • FWHC Holdings, LLC • Surgical & medical instruments & apparatus • Nevada
This Right of First Refusal and Co-Sale Agreement (this "Agreement") is entered into as of November 15, 2019 by and among (i) H-Cyte, Inc., a Nevada corporation (the "Company"), (ii) the Investors listed on Schedule I (the "Investors"), and (iii) the Key Holders listed on Schedule II.
THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • April 4th, 2013 • Receptos, Inc. • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT is made as of February 3, 2012, by and among RECEPTOS, INC., a Delaware corporation (the “Company”), each Investor (as defined below) and each Key Holder (as defined below).
EX-4.15 14 dex415.htm SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT EXECUTION COPY SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • May 5th, 2020 • New York
This SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is entered into as December 23, 2009, among:
