Right of First Refusal and Co-Sale Agreement

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT is made this day of , ____, by and among , a __________ corporation (the "Company"), the Investors listed on the signature pages A hereto (collectively, the "Investors" and each individually, an "Investor") and the individuals identified on the signatures pages hereto as Key Shareholders who shall have executed a counterpart signature page hereto (collectively, the "Key Shareholders" and each individually, a "Key Shareholder") and their respective spouses, if any.

RECITALS:

1. The Investors are purchasing shares of the Company's Series A Preferred Stock (the "Series A Stock"), pursuant to that certain Series A Preferred Stock Purchase Agreement dated as of the date hereof (the "Series A Stock Purchase Agreement").

2. The execution of this Agreement by the parties hereto is a condition to the obligation of the Investors to purchase Series A Stock under the Series A Stock Purchase Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein the parties hereto agree as follows:

1. Right of First Refusal on Key Shareholder Stock.

a.  If at any time a Key Shareholder reaches agreement with any third party to sell or otherwise assign for consideration shares of the Company's common stock ("Common Stock"), or other securities of the Company convertible into or exchangeable for Common Stock (hereinafter, the "Common Equity Securities") to such third party, the Key Shareholder shall notify the Company and the Investors in writing (the "Sale Notice") prior to any such sale, of the terms of the proposed sale, assignment or transfer, and shall grant the Company, first, and then the Investors, second, the right to purchase all such securities on such terms as hereinafter set forth (the securities so offered being referred to herein as the "Offered Securities")....