美国优先股法律模板之rightoffirstrefusalandco-saleagreement2013clean.docx

[AMENDED AND RESTATED] RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT TABLE OF CONTENTS Note to Drafter: Secti on head ings have bee n formatted to automatically populate the Table of Contents. However, when editing this document for your own use, the page numbers may cha nge. In order to reflect the correct page nu mbers in the Table of Conten ts, you must “ updat page nu mbers ” to the Table of Contents by (1) rightck ing any where in the Table of Conten ts, and (2) choose “ update field, ” then “ update page numtyorg odtyor delete section TOC \o 1-5 \h \z head ings, follow step (1) and (2) above and choose “ update en tire table. ” Page Definitions 2 Agreeme nt Among the Compa ny, the In vestors and the Key Holders. 4 Right of First Refusal 4 Right of Co-Sale 6 Effect of Failure to Comply 8 Exempt Transfers 9 Exempted Tran sfers 9 Exempted Offerings 10 [Prohibited Transferees] 10 Legend 10 Lock-Up 11 Agreeme nt to Lock-Up 11 Stop Tran sfer Instructions 11 Miscella neous 12 Term 12 Stock Split 12 Ownership 12 Dispute Resolution 12 Notices 13 En tire Agreement 14 Delays or Omissi ons 14 Amen dme nt; Waiver and Termin ati on 14 Assig nment of Rights 15 Severability 15 Additi onal In vestors 15 Gover ning Law 16 Titles and Subtitles 16 Coun terparts 16 [Aggregati on of Stock] 16 Specific Performanee 16 [Additio nal Key Holders] 16 [Consent of Spouse] 17 6.19 [Effect on Prior Agreement] 17 Schedule A - Schedule B - [Exhibit A - Investors Key Holders Consent of Spouse] [AMENDED AND RESTATED] RIGHT OF FIRST REFUSALAND CO-SALE AGREEMENT THIS [AMENDED AND RESTATED] RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this Agreement )js made as of the [__] day of [ , 20_] by and among [_____], a [Delaware] corporation (the Company), the Investors listed orSchedule A and the Key Holders listed on Schedule B. [Alternative 1:In most cases in vestors will want the term “ KeyHolders In most cases in vestors will want the term “ KeyHolders ”o in clude major com mon stock or opti on h