CO-SALEAGREEMENT-合同范本模板

CO-SALEAGREEMENT

this

CO-

SALE

AGREEMENT

(this

‘agreement’)

is

made

and

entered

into

as

of

_________,_________,_________(m/d/y)

by

and

between

aaa

usa,

inc.,

a

_________(placename)

corporation

(the

‘pany’),

(ii)

bbb,

inc.

(‘bbb’) and (iii) ccc(sb) (‘ccc(sb)’).

a. concurrently herewith, bbb and the pany are entering into that

certain

agreement,

dated

as

of

the

date

hereof

(the

‘principal

agreement;’ capitalized terms used herein and not otherwise defined

shall

have

the

meanings

defined

in

the

principal

agreement),

pursuant

to

which, among other things, bbb will acquire shares of mon stock and

warrants in consideration of the license by bbb of the bbb logos and the

bbb content and provision by bbb of certain broadcast advertising and

promotion.

b. to induce bbb to enter into the principal agreement, ccc(sb) has

agreed to enter into this agreement and offer bbb the opportunity to

participate in certain sales of his shares of mon stock of the pany.

now

therefore,

in

consideration

of

the

above

recitals

and

the

mutual

covenants made herein, the parties hereby agree as follows:

1. right of co- sale.

notice

of

sales.

in

the

event

ccc(sb)

proposes

to

accept

one

or

more

bona

fide

offers

(collectively,

the

‘purchase

offer’)

from

any

persons

to

purchase

from

him

shares

of

the

mon

stock

of

the

pany,

he

promptly

shall

give

written

notice

(the

‘notice’)

to

bbb

describing

fully

the

purchase

offer,

including

the

number

of

shares

of

mon

stock

proposed

to

be

transferred (the ‘shares’), the proposed bona f

ide transfer price and

the

name

and

address

of

the

proposed

transferee.

the

notice

may

be

included

as

a

part

of

any

notice

required

to

be

given

by

ccc(sb)

under

article

eight,

section 1 of the pany’

s bylaws.

participation

right.

to

the

extent

that

the

pany

and

other

stockholders of the pany have not exercised their respective rights of

first

refusal

to

purchase

the

shares

in

accordance

with

article

eight

of

the

pany’s

bylaws,

bbb

shall

have

the

right

(the

‘participation

right’)

to participate in ccc(sb)’s sale of the shares under the terms and

conditions specified in the purchase offer. to the extent bbb exercises

its participation rights, the number of shares which ccc(sb) may sell

pursuant to the purchase offer shall be correspondingly reduced. the

participation

right

of

bbb

is

subject

to

the

following

terms

and

conditions:

(a) number of shares. bbb may sell its pro rata share of the shares

covered

by

the

purchase

offer.

bbb’s

‘pro

rata

share’

for

purposes

of

this

agreement

is

that

number

of

shares

of

mon

stock

equal

to

the

product

obtained

by

multiplying

(i)

the

aggregate

number

of

shares

covered

by

the

purchase offer, times

(ii)

a fraction,

the numerator of which is

the sum

of

the

number

of

shares

of

mon

stock

at

the

time

owned

by

bbb

and

thedenominator of which is the aggregate number of shares of mon stock

at

the

time

outstanding,

assuming

conversion

of

all

outstanding

preferred

stock of the pany and the exercise of all options and warrants then

outstanding.

(b) exercise notice. if bbb desires to exercise its participation

rights, bbb shall provide ccc(sb), within thirty

days after bbb’s

receipt of the notice, a written notice of such election (‘exercise

notice’) specifying the number of shares

of mon stock that bbb elects

to

sell

pursuant

to

the

participation

rights.

each

exercise

notice

shall

be irrevocable, unless otherwise consented to by ccc(sb).

(c) delivery of certificates. bbb shall effect its participation in

the sale by delivering to the pany promptly following exercise of its

participation right, for delivery to the purchaser of the shares at the

closing

of

the

transaction

contemplated

by

the

purchase

offer,

one

or

more

certificates,

properly

endorsed

for

transfer,

representing

the

number

of

shares

of

mon

stock

which

bbb

has

elected

to

sell

pursuant

to

the

participation rights.

(d) transfer of shares. the stock certificate or certificates which

bbb delivers to the pany pursuant to section (c) shall be delivered by

the pany to the purchaser under the purchase offer at the closing of the

transaction

contemplated

by

the

purchase

offer;

and

the

pany

shall

receive

on

behalf

of,

and

promptly

remit

to

bbb,

that

portion

of

the

sale

proceeds

which bbb is entitled to receive by reason of its participation in the

sale.

(e) closing. whether or not bbb exercises its participation rights,

the

closing

of

the

sale

of

the

shares

subject

to

the

purchase

offer

shall

take

place

not

later

than

one

hundred

twenty

(120)

days

following

the

date

the notice was first delivered to bbb. at the closing, ccc(sb) may sell

any

shares

subject

to

the

purchase

offer

as

to

which

bbb

has

not

exercised

its participation rights; and, if bbb has exercised its participation

rights,

the

consummation

of

such

sale

shall

be

subject

to

the

sale

by

bbb

at the closing of all shares of mon stock which bbb has elected to sell

pursuant to the participation rights. any proposed sale on terms and

conditions materially different from those described in the notice, as

well as any subsequent proposed sale by ccc(sb), will again require

pliance by ccc(sb) with the provisions of this agreement.

termination. this agreement and the participation rights granted

hereunder

shall

terminate

upon

the

first

to

occur

of

the

following:

(a)

the tenth anniversary of the date of this agreement;

(b)

the

execution

of

a

written

agreement

to

terminate

this

agreement

by ccc(sb) and bbb;

(c) the consummation of the first sale of securities of the pany to

the public pursuant to an effective registration statement filed by the

pany under the securities act of 1933, as amended;

(d)

the

first

date

on

which

bbb

or

any

assignee

to

which

such

participation rights have been assigned pursuant to section hereof (i)

own mon stock representing less than 10% of the number of shares of the

pany’s

mon

stock

that

would

be

outstanding

if

all

then

outstanding

shares

of

the

pany’s

convertible

preferred

stock

were

then

converted

into

shares

of mon stock or (ii) hold less than 50% of the number of such mon stock