Right Of First Refusal Sample Contracts

Nephros, Inc. – Specialty Renal Products, Inc. Right of First Refusal and Co-Sale Agreement (November 8th, 2018)

THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this "Agreement"), is made as of September 5, 2018, by and among Specialty Renal Products, Inc., a Delaware corporation (the "Company"), the Investors listed on Schedule A and the Key Holders listed on Schedule B.

Provention Bio, Inc. – Provention Bio, Inc. Right of First Refusal and Co-Sale Agreement (May 9th, 2018)

This RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the "Agreement") is made and entered into as of April 25, 2017, by and among PROVENTION BIO, INC., a Delaware corporation (the "Company"), the Investors (as defined below) and the Key Holders (as defined below) (the Investors and the Key Holders are sometimes referred to herein collectively as the "Shareholders").

Right of First Refusal & Cooperation Agreement Entered Into by and Among Fortune Software (Beijing) Co., Ltd. Xiaowei Wang Jing Zhang and RIFA Yunling (Beijing) Technology Co., Ltd. May 20, 2017 Beijing China Right of First Refusal & Cooperation Agreement (April 27th, 2018)
Framework Agreement for Exercise of Right of First Refusal Signed by and Among Si Wang Zaisi Cui Shenzhen Newrand Securities Advisory and Investment Co., Ltd. And Fortune Software (Beijing) Co., Ltd. June 2017 Beijing China (April 27th, 2018)

This Framework for Exercise of Right of First Refusal (the "Agreement") is made and signed on June 21, 2017 in Beijing, China by and between:

Framework Agreement for Exercise of Right of First Refusal Signed by and Among Yi Yang Ying Zhu Shenzhen Newrand Securities Advisory and Investment Co., Ltd. And Zhengyong Information Technology (Shanghai) Co., Ltd. November 2016 Beijing China (April 27th, 2018)

This Framework for exercise of right of first refusal (the "Agreement") is made and signed on November 23, 2016 in Beijing, China by and between:

Right of First Refusal & Cooperation Agreement (April 27th, 2018)
Right of First Refusal & Cooperation Agreement Entered Into by and Among Fortune Software (Beijing) Co., Ltd. Xiaoqiao Sun Si Wang and Shenzhen Ganlanren Investment & Management Co., Ltd. April 20, 2017 Beijing China Right of First Refusal & Cooperation Agreement (April 27th, 2018)
Framework Agreement for Exercise of Right of First Refusal Signed by and Among Han Meng Wenjing Lu Shenzhen Newrand Securities Advisory and Investment Co., Ltd. And Beijing CFO Glory Technology Co., Ltd. Zhongheng Xintai (Beijing) Asset Management Co., Ltd. July 2017 Beijing China (April 27th, 2018)

This Framework for exercise of right of first refusal (the "Agreement") is made and signed on July 25, 2017 in Beijing, China by and between:

Agreement for the Implementation of the Framework Agreement for Exercise of Right of First Refusal Jointly Signed by and Among Si Wang Shenzhen Ganlanren Investment & Management Co., Ltd. And Fortune Software (Beijing) Co., Ltd. (April 27th, 2018)

This Agreement for the Implementation of the Framework for Exercise of Right of First Refusal (hereinafter referred to as the "Agreement") is made and signed on April 20, 2017 in Beijing, China by:

Right of First Refusal & Cooperation Agreement (April 27th, 2018)
Provention Bio, Inc. – Provention Bio, Inc. Right of First Refusal and Co-Sale Agreement (February 12th, 2018)

This RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the "Agreement") is made and entered into as of April 25, 2017, by and among PROVENTION BIO, INC., a Delaware corporation (the "Company"), the Investors (as defined below) and the Key Holders (as defined below) (the Investors and the Key Holders are sometimes referred to herein collectively as the "Shareholders").

Eyenovia, Inc. – Eyenovia, Inc. Amended and Restated Right of First Refusal and Co-Sale Agreement (December 19th, 2017)

This Amended and Restated Right of First Refusal and Co-Sale Agreement (this "Agreement") is dated as of September 27, 2017, and is between EYENOVIA, INC., a Delaware corporation (the "Company"), the holders of Series A Preferred Stock of the Company as listed on Schedule 1 hereto (the "Series A Investors"), the holders of Series A-2 Preferred Stock of the Company as listed on Schedule 2 hereto (the "Series A-2 Investors"), the investors listed on Schedule 3 hereto (the "Series B Investors" and together with the Series A Investors and the Series A-2 the "Investors" and each an "Investor"), and the holders of the Company's common stock listed on Schedule 4, as updated from time to time (each a "Holder" and, collectively, the "Holders").

Apellis Pharmaceuticals, Inc. – This Warrant and the Shares of Common Stock Issued Upon Its Exercise Are Subject to the Restrictions on Transfer Set Forth in Section 5 of This Warrant and to Certain Further Restrictions Set Forth in a Right of First Refusal and Co-Sale Agreement by and Among the Company and Certain Other Holders of the Companys Stock (October 20th, 2017)

Apellis Pharmaceuticals, Inc., a Delaware corporation (the Company), for value received, hereby certifies that Golda Darty Partners, S.A., or its registered assigns (the Registered Holder), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, 200,000 shares of Common Stock, $0.0001 par value per share, of the Company (Common Stock), at a purchase price of $2.571 per share, at any time or from time to time on or after the date of issuance and on or before the earliest of: (i) 5:00 p.m. (Boston time) on October 19, 2018; (ii) the closing date of a Deemed Liquidation Event as defined in the Companys Certificate of Incorporation, as amended and restated (the Charter); and (iii) the closing date of a Qualified Public Offering as defined in the Charter. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as t

Helix TCS, Inc. – Right of First Refusal and Co-Sale Agreement (May 22nd, 2017)

This Right of First Refusal and Co-Sale Agreement (this "Agreement") is made and entered into as of May 17, 2017, by and among Helix TCS, Inc., a Delaware corporation (the "Company"), those certain holders of the Company's Series A Preferred and Common Stock listed on Exhibit A attached hereto (the "Key Holders") and the persons and entities listed on Exhibit B attached hereto (the "Investors").

Smsa Ballinger Acquisition Corp – Right of First Refusal and Co-Sale Agreement (October 28th, 2016)

This Right of First Refusal and Co-Sale Agreement (this "Agreement"), is made as of the 26th day of October, 2016 by and among Blackboxstocks Inc., a Nevada corporation (the "Company"), the Investor listed on Schedule A and the Key Holders listed on Schedule B.

NI Holdings, Inc. – ARTICLE IX DISTRIBUTIONS 21 9.1 Termination of Employment 21 9.2 Death 21 9.3 Time of Payment 22 9.4 Manner of Making Payments 22 9.5 Form of Payment 22 9.6 Direct Rollover. 22 9.7 Diversification Election 24 9.8 Election to Retain Interests in Plan 24 9.9 Mandatory Distributions 24 9.10 Dividends 25 9.11 Change in Control 26 ARTICLE X RIGHT AND RESTRICTIONS ON COMPANY STOCK 27 10.1 Right of First Refusal 27 10.2 Put Requirements 27 10.3 Prohibition on Purchase Arrangements 28 10.4 Nonterminable Rights 28 ARTICLE XI VOTING AND TENDER OF COMPANY STOCK 29 11.1 Voting 29 11.2 Tender 29 11.3 Fiduc (October 11th, 2016)

The NI Holdings, Inc. Employee Stock Ownership Plan (the "Plan") was established by NI Holdings, Inc. (the "Company") in order for its employees to participate in the ownership of the Company. The Plan, which was effective as of [INSERT DATE], is intended to be an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Internal Revenue Code of 1986, as amended, and is designed to invest primarily in Company Stock, which at all times shall meet the requirements for qualifying employer securities under Code Section 409(l). The purchase of Company Stock for the Plan was made with the proceeds of an exempt loan that met the requirements of Section 54.4975-7(b) of the Treasury Regulations (including any amendments thereto) and Section 2550.408(b)-3 of the Department of Labor Regulations (including any amendments thereto), employer contributions, dividends on qualified employer securities or a combination thereof.

Tpi Composites, Inc – Tpi Composites, Inc. Third Amended and Restated Right of First Refusal, Co-Sale and Voting Agreement (June 17th, 2016)

This THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL, CO-SALE AND VOTING AGREEMENT (this Agreement) is made and entered into as of June 17, 2010 by and among TPI Composites, Inc., a Delaware corporation (the Company), each of the persons and/or entities listed on Exhibit A attached hereto (as the same may be supplemented and amended from time to time as provided to herein) (collectively, the Investors), and each of the persons and/or entities listed on Exhibit B attached hereto (as the same may be supplemented and amended from time to time as provided to herein) (collectively, the Restricted Stockholders). The Investors and the Restricted Stockholders are referred to collectively herein as the Stockholders.

Naprodis, Inc. – Addendum to Repurchase Agreement and Right of First Refusal (January 29th, 2016)

AGREEMENT (this "Agreement") made as of June 30, 2015, among Kirk Kimerer (hereafter called the "Shareholder"), and, Sibannac, Inc., a Colorado corporation (hereinafter called the "Company"). Whereas the Shareholder is the owner of certain outstanding shares of the Company as follows:

Acacia Diversified Holdings, Inc. – Right of First Refusal to Purchase Common Stock (January 19th, 2016)

AGREEMENT made this 15th day of January, 2016 with an effective date of January 4, 2016 (the "Effective Date"), by and between Steven L. Sample ("Mr. Sample" or "Seller"), and Richard K. Pertile ("Mr. Pertile" or "Optionee") individuals residing in the State of Florida (each a "Party" and collectively the "Parties").

Jensyn Acquisition Corp. – Right of First Refusal and Corporate Opportunities Agreement (November 23rd, 2015)

THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this "Agreement") is made as of [______], 2015 by and between Jensyn Acquisition Corp., a Delaware corporation (the "Company"), and Jensyn Integration Services, LLC, a Delaware limited liability company (the "Affiliate"), in connection with the Company's proposed public offering of units consisting of shares of common stock, par value $0.0001 per share (the "Shares"), rights to receive one-tenth of one Share automatically on the consummation of an initial business combination by the Company, and warrants to purchase one-half of one Share at a price of $11.50 per full Share, as more fully described in a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the "Registration Statement").

STG Group, Inc. – Second Amended and Restated Right of First Refusal and Corporate Opportunities Agreement (October 23rd, 2015)

THIS SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this "Agreement") is made as of October 23, 2015 by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the "Company"), and Global Integrated Security (USA) Inc., a Delaware corporation ("GIS"), in connection with the Company's proposed public offering of shares of common stock, par value $0.0001 per share (the "Shares"), pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the "Registration Statement").

Anaptysbio Inc – AMENDMENT TO THE BYLAWS OF ANAPTYSBIO, INC. A Delaware Corporation July 9, 2015 (September 9th, 2015)
STG Group, Inc. – Amended and Restated Right of First Refusal and Corporate Opportunities Agreement (July 21st, 2015)

THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this "Agreement") is made as of July 21, 2015 by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the "Company"), and Global Integrated Security (USA) Inc., a Delaware corporation ("GIS"), in connection with the Company's proposed public offering of shares of common stock, par value $0.0001 per share (the "Shares"), pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the "Registration Statement").

Management Stockholders Agreement (July 20th, 2015)

This Management Stockholders Agreement (this Agreement) is entered into as of , 201 (the Effective Date) among First Data Holdings Inc., a Delaware corporation (the Company), New Omaha Holdings L.P., a Delaware limited partnership (Parent), and the undersigned person (the Management Stockholder) (the Company, Parent and the Management Stockholder being hereinafter collectively referred to as the Parties). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement.

Jensyn Acquisition Corp. – Right of First Refusal and Corporate Opportunities Agreement (June 12th, 2015)

THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this "Agreement") is made as of [______], 2015 by and between Jensyn Acquisition Corp., a Delaware corporation (the "Company"), and Jensyn Integration Services. LLC, a Delaware limited liability company (the "Affiliate"), in connection with the Company's proposed public offering of units consisting of shares of common stock, par value $0.0001 per share (the "Shares"), rights to receive one-tenth of one Share automatically on the consummation of an initial business combination by the Company, and warrants to purchase one-half of one Share at a price of $11.50 per full Share, as more fully described in a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the "Registration Statement").

DAVIDsTEA Inc. – DAVIDsTEA INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT FEBRUARY 24, 2014 (April 2nd, 2015)

THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND COSALE AGREEMENT is made as of the 24th day of February, 2014 by and among DAVIDsTEA Inc., a Canadian corporation (the Company), the Investors listed on Schedule A. the Key Holders listed on Schedule B and the Common Shareholders listed on Schedule C.

Illumina – Ii 34. Representations ........................................................ ............................................................. 63 35. Confidentiality ............................................................... ....................................................... 63 36. Notices ........ ............................................................................... ........................................... 64 37. Miscellaneous .............. ............................................................................... .......................... 64 38. Telecommunications Equi (February 18th, 2015)
Tpi Composites, Inc – Tpi Composites, Inc. Third Amended and Restated Right of First Refusal, Co-Sale and Voting Agreement (February 17th, 2015)

This THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL, CO-SALE AND VOTING AGREEMENT (this Agreement) is made and entered into as of June 17, 2010 by and among TPI Composites, Inc., a Delaware corporation (the Company), each of the persons and/or entities listed on Exhibit A attached hereto (as the same may be supplemented and amended from time to time as provided to herein) (collectively, the Investors), and each of the persons and/or entities listed on Exhibit B attached hereto (as the same may be supplemented and amended from time to time as provided to herein) (collectively, the Restricted Stockholders). The Investors and the Restricted Stockholders are referred to collectively herein as the Stockholders.

DAVIDsTEA Inc. – DAVIDsTEA INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT FEBRUARY 24, 2014 (December 19th, 2014)

THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND COSALE AGREEMENT is made as of the 24th day of February, 2014 by and among DAVIDsTEA Inc., a Canadian corporation (the Company), the Investors listed on Schedule A. the Key Holders listed on Schedule B and the Common Shareholders listed on Schedule C.

Third Amended and Restated Right of First Refusal and Co-Sale Agreement (November 24th, 2014)

THIS THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT is made as of December 18, 2013 by and among OpGen, Inc., a Delaware corporation (the "Company"), and the Stockholders listed on Schedule A (the "Stockholders").

On Deck – 53. Right of First Refusal 51 54. Set Back and Terrace 52 55. Right of First Offer 53 (November 10th, 2014)

LEASE made as of this 25th day of September, 2012, between 1400 Broadway Associates L.L.C., a New York limited liability company with an address c/o Newmark Grubb Knight Frank, 125 Park Avenue, New York, New York 10017 (hereinafter referred to as Landlord) and On Deck Capital, Inc., a Delaware corporation with an address at 155 East 56th Street, New York, New York 10022 (hereinafter referred to as Tenant).

On Deck – 53. Right of First Refusal 51 54. Set Back and Terrace 52 55. Right of First Offer 53 (September 30th, 2014)

LEASE made as of this 25th day of September, 2012, between 1400 Broadway Associates L.L.C., a New York limited liability company with an address c/o Newmark Grubb Knight Frank, 125 Park Avenue, New York, New York 10017 (hereinafter referred to as Landlord) and On Deck Capital, Inc., a Delaware corporation with an address at 155 East 56th Street, New York, New York 10022 (hereinafter referred to as Tenant).

Sky Power Holdings Ltd. – Deed of Non-Competition and Right of First Refusal (September 18th, 2014)
RealSource Residential, Inc – RIGHT OF FIRST REFUSAL & OPTION Dated: As of June 10, 2014 (August 14th, 2014)

Property Location: 6421 13 Mile Center Road NW 113, 115, 117, 119, 121, 123 and Williston, North Dakota 125 Frontier Avenue Williams County City of Watford City, North Dakota McKenzie County

1347 Capital Corp – Right of First Refusal and Corporate Opportunities Agreement (June 30th, 2014)

THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this "Agreement") is made as of [______], 2014 by and among 1347 Capital Corp., a Delaware corporation (the "Company"), 1347 Investors LLC, a Delaware limited liability company (the "Sponsor") and Kingsway Financial Services, Inc., a corporation incorporated under the Business Corporations Act (Ontario) ("Kingsway"), in connection with the Company's proposed public offering of units consisting of shares of common stock, par value $0.0001 per share (the "Shares"), rights to receive one-tenth of one Share automatically on the consummation of an initial business combination by the Company, and warrants to purchase one-half of one Share at a price of $11.50 per full Share, as more fully described in a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the "Registration Statement").