股份限制协议书范本模板.docx

1、股份限制协议书范本模板始人提前离职、有违法行为或重大违约，则其可获得的股份会相应减少并由公司回购，因此限制创始人在公司的投票权、影响力和获得经济收入的权利，保护公司的股权资本和投资人的权益。SHARE RESTRICTION AGREEMENTTHIS SHARE RESTRICTION AGREEMENT (this “Agreement”) is entered into on (the “Effective Date”), by and among , a organized under the laws of Cayman Islands (the “Company”), each o

2、f the individuals and their respective holding companies through which such individual holds certain ordinary shares of the Company as listed on Schedule I attached hereto (each such individual, a “Principal” and collectively, the “Principals”, each such holding company, a “Holding Company” and coll

3、ectively, the “Holding Companies” and with the Principals, the “Restricted Persons”), and the Persons listed on Schedule II attached hereto, together with its successor and permitted assign and transferee (the “Investor”). Each of the parties to this Agreement is referred to herein individually as a

4、 “Party” and collectively as the “Parties”. Capitalized terms used herein without definition shall have the meanings set forth in the Shareholders Agreement (as defined below).RECITALSA.The Investor has agreed to purchase from the Company, and the Company has agreed to sell to the Investor, certain

5、Series A Preferred Shares of the Company on the terms and conditions set forth in the Series A Preferred Share Purchase Agreement dated by and among the Company, the Principals, the Holding Companies, the Investor, and the other parties thereto (the “Purchase Agreement”).B.The Purchase Agreement pro

6、vides that it is a condition precedent to the consummation of the transactions contemplated under the Purchase Agreement that the Parties enter into this Agreement.C.The Parties desire to enter into this Agreement and make the respective representations, warranties, covenants and agreements set fort

7、h herein on the terms and conditions set forth herein.WITNESSETHNOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be

8、legally bound hereto hereby agree as follows:1.Definitions. 1.1 The following terms shall have the meanings ascribed to them below:“Affiliate” means, with respect to a Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such Person. In th

9、e case of any Investor, the term “Affiliate” also includes (v) any shareholder of such Investor, (w) any of such shareholders or such Investors general partners or limited partners, (x) the fund manager managing or advising such shareholder or such Investor (and general partners, limited partners an

10、d officers thereof) and other funds managed or advised by such fund manager, (y) trusts Controlled by or for the benefit of any such Person referred to in (v), (w) or (x), and (z) any fund or holding company formed for investment purposes that is promoted, sponsored, managed, advised or serviced by

11、such Investor or any of its shareholder or its shareholders general partner or fund manager.“Business Day” means any day that is not a Saturday, Sunday, legal holiday or other day on which commercial banks are required or authorized by law to be closed in the Cayman Islands, the PRC or Hong Kong.“Bo

12、ard of Directors” means the board of directors of the Company.“Cause” means, with respect to a Principal, the determination by a majority of the non-Principal directors on the Board of Directors of the Company that the Principal: (a) has committed an act of theft, forgery, fraud, dishonesty, misappr

13、opriation or embezzlement, has committed an act which brings the Principal or any Group Company into public disrepute, contempt, scandal or ridicule, has committed a knowing violation of any order, rule or regulation of any court or governmental or regulatory body or authority, or has violated any d

14、uty of loyalty or other fiduciary duty owed to the Group; (b) has been indicted or convicted of, or pled guilty or nolo contendere to, any felony (other than a moving vehicle violation); (c) has engaged in the unlawful use or possession of illegal drugs; (d) has breached in any material respect this

15、 Agreement or any other agreement among such Principal and the Company (and certain other parties thereto, if any, including any employment agreement, confidentiality and invention assignment agreement and non-compete agreement), which breach is not cured (if curable, and if other than a funding obl

16、igation) within 30 days after receipt of written notice from the Company to such Principal specifying such failure; (e) has materially breached or materially failed to comply with the good-faith and reasonable directions of the Board of Directors of the Company; or (f) has failed to devote all of hi

17、s/her full professional time, attention, energies and abilities to his/her employment for the Group Companies.“Control” of a given Person means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through th

18、e ownership of voting securities, by contract or otherwise; provided, that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members

19、 or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person. The terms “Controlled” and “Controlling” have meanings correlative to the foregoing.“Equity Securities” means with respect to any Person that is a legal entity, any and all sha

20、res of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the f

21、oregoing, or security convertible into, exchangeable or exercisable for any of the foregoing.“Group Company” has the meaning given to such term in the Memorandum and Articles. “Hong Kong” means the Hong Kong Special Administrative Region.“Leave/Disability” means, with respect to a Principal, that su

22、ch Principal has been unable to perform his or her duties due to serious illness, disability, or mandatory leave from office as required by applicable law (including but not limited to statutory military services) for three (3) consecutive months or six (6) months in any twelve (12) month period, in

23、 the case of illness or disability, or up to a consecutive period of two (2) years, in the case of mandatory leave as required by applicable law.“Majority Series A Preferred Holders” means the holders of 50% or more of the voting power of the then outstanding Series A Preferred Shares and/or Ordinar

24、y Shares converted therefrom (voting together as a single class and calculated on an as-converted basis).“Memorandum and Articles” means the Amended and Restated Memorandum of Association of the Company and the Amended and Restated Articles of Association of the Company, as each may be amended and/o

25、r restated from time to time.“Ordinary Shares” means the ordinary shares of the Company, par value US$ per share.“Person” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity. “Q

26、ualified IPO” means a firm commitment underwritten public offering of the Ordinary Shares of the Company on the New York Stock Exchange, NASDAQ, Hong Kong Stock Exchange, or other internationally accepted stock exchange agreed by the Investor, (i) where the per share pre-offering valuation of the Co

27、mpany is at least times of the per share price of the Series A Preferred Shares (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares and the like) and (ii) shares issued to the public in the offering by the Company shall not be less than 25% of

28、all shares of the Company, on a fully-diluted basis, immediately following the public offering.“Preferred Shares” means, collectively, the Series A Preferred Shares of the Company. “Restricted Shares” means, with respect to a Principal and such Principals Holding Companies, all of the Shares held by

29、 such Principal and such Principals Holding Companies as of the Start Date and any new, substituted or additional Shares, securities or other property described in Section 3.5 of this Agreement received by any of them after the Start Date, which Shares, securities and other property shall remain Res

30、tricted Shares until they are vested and released from the Repurchase Right pursuant to this Agreement.“Series A Preferred Shares” means the Series A Preferred Shares of the Company, par value US$ per share, with the rights and privileges as set forth in the Memorandum and Articles.“Shareholders Agr

31、eement” means the Shareholders Agreement, as defined in the Purchase Agreement and as amended from time to time. “Shares” means the Ordinary Shares and the Preferred Shares.“Start Date” means, with respect to each Principal, the date of the Closing (as defined in the Purchase Agreement) or the date

32、of signing formal employment contract with the company, whichever is later. “Vested Shares” means Shares that were Restricted Shares but that have subsequently become vested and released from the Repurchase Right pursuant to this Agreement.1.2 Other Defined Terms. The following terms shall have the meanings defined for such terms in the Sections set forth below: AgreementPreambleChange of Control EventSection 3.2(b)CompanyPreambleDisputeSection 5.4(a)Effective DatePreambleHKIACSection 5.4(a)Holding CompanyPreambleInvestorPreambleOther Restriction Agreements