InvestorsRightsAgreement投资者权利协议doc.docx

1、InvestorsRightsAgreement投资者权利协议docInvestors Rights Agreement(投资者权利协议) - A. The Company proposes to sell and issue up to _ shares of its Series A Convertible Preferred Stock, par value $ _ per share (the PREFERRED STOCK ), pursuant to that certain Series A Convertible Preferred Stock Purchase Agreeme

2、nt dated of even date herewith (the SERIES A AGREEMENT B. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Series A Agreement. C. The Company desires to enter into this Agreement and grant to the investors the rights contained herein in order to f

3、ulfill such condition.NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows:1. DEFINITIONS1.1 The term HOLDER means any investor owning of record Registrable Securities that have not been sold to the public or any assignee of reco

4、rd of such Registrable Securities in accordance with Section 2.9 hereof.1.2 The terms REGISTER, REGISTERED, and REGISTRATION refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of su

5、ch registration statement.1.3 The term REGISTRABLE SECURITIES means (a) shares of common stock, par value $0.01 per share (the COMMON STOCK ), of the Company issued or issuable upon conversion of the Preferred Stock, (b) shares of Common Stock purchased by the Holder or issued or issuable to the Hol

6、der upon conversion of other securities purchased by the Holder pursuant to its right of first refusal in Section 4 of this Agreement, and (c) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend

7、 or other distribution with respect to, or in exchange for or in replacement of, such above-described securities. Notwithstanding the foregoing, Registrable Securities shall not include any securities sold by a person to the public either pursuant to a registration statement, Section 4(1) of the Sec

8、urities Act or Rule 144 under the Securities Act ( RULE 144 ) or sold in a private transaction in which the transferors rights under Section 2 of this Agreement with respect to such registration rights are not assigned.1.4 SECURITIES ACT shall mean the Securities Act of 1933, as amended, or any simi

9、lar United States federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.1.5 The term FORM S-3 means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subs

10、equently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.1.6 The term SEC or COMMISSION means the United States Securities and Exchange Commission.2. REGISTRATION RIGHTS.2.1 DEMAND REGISTRATION.(

11、A) Subject to the conditions of this Section 2.1, if the Company shall receive at any time after the earlier of (i) one hundred and eighty (180) days after the effective date of the Companys first registered public offering of its capital stock, or (ii) _,_,_(M/D/Y), a written request from the Holde

12、rs of not less than thirty percent (30%) of the Registrable Securities (the INITIATING HOLDERS ) that the Company file a registration statement under the Securities Act covering the registration of at least such Registrable Securities that will have an aggregate sales price to the public in excess o

13、f _ Dollars ($ _), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and, subject to the limitations of Section 2.1(b), effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities th

14、at the Holders request to be registered.(B) In the event that a registration pursuant to Section 2.1 is for a registered public offering involving an underwriting, the Initiating Holders will so advise the Company as part of the written request given by such Initiating Holders and the Company shall

15、in turn so advise the Holders. The right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holders participation in such underwriting and the inclusion of such Holders Registrable Securities in the underwriting to the extent provided herein. All

16、Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company in writing that marketing fact

17、ors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting s

18、hall be allocated, first, to the Holders of Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); second, to shares to be registered and sold for the Companys own account; and third, to the stockholders (

19、other than the Holders) invoking contractual rights to have their securities registered, if any, on a pro rata basis.(C) The Company is obligated to effect only two (2) such registrations pursuant to this Section 2.1. A registration pursuant to this Section 2.1 may be the first public offering of th

20、e Companys Securities (the INITIAL OFFERING ).(D) The Company shall not be required to effect a registration pursuant to this Section 2.1 during the period starting with the date of filing of, and ending on the date which is one hundred and eighty (180) days following the effective date of the regis

21、tration statement pertaining to the Initial Offering, provided that the Company is making reasonable and good faith efforts to cause such registration statement to become effective. In addition, the Company shall not be required to effect a registration pursuant to this Section 2.1 if within thirty

22、(30) days of receipt of a written request from the Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Companys intention to make its Initial Offering and files the registration statement with respect thereto within sixty (60) days of such notice; PROVIDED,

23、HOWEVER, that the Company may not exercise its rights under this sentence more than twice and that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective.(E) The Company shall be entitled to postpone the filing of any registrat

24、ion statement otherwise required to be prepared and filed by the Company pursuant to this Section 2.1 or Section 2.3 hereof, or suspend the use of any effective registration statement under this Section 2.1 or Section 2.3 hereof, for a reasonable period of time which shall be as short as practicable

25、, but in any event not in excess of one hundred and twenty (120) days (a DELAY PERIOD ), if the Company (i) determines in good faith that the registration and distribution of the Registrable Securities covered or to be covered by such registration statement, or the disclosure required by such regist

26、ration statement, would materially interfere with any pending material financing, acquisition or corporate reorganization, or other material corporate development involving the Company or its subsidiaries, or would require premature disclosure thereof, and (ii) promptly gives the Holders written not

27、ice of such determination that contains a statement of the reasons for such postponement and an approximation of the period of the anticipated delay; provided that the Company shall not be entitled to exercise this right more than once in any twelve (12) month period. If the Company shall so postpon

28、e the filing of a registration statement, the Holders shall have the right to withdraw the request for registration by giving written notice from the holders of a majority of the Registrable Securities that were to be registered to the Company within 60 days after receipt of the notice of postponeme

29、nt or, if earlier, the termination of such Delay Period.(F) All expenses incurred in connection with each registration by the Holders pursuant to this Section 2.1 (excluding underwriters discounts and commissions and brokers fees and any transfer taxes relating to the disposition of the Registrable

30、Securities, which shall be paid by the selling Holders pro rata), including without limitation all registration, filing, qualification, printers and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of a single counsel for the selling Holde

31、r shall be borne by the Company; PROVIDED, HOWEVER, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn by the Initiating Holder, unless the withdrawal of the registration re

32、quest results from either (i) intentional actions by the Company outside the normal course of business, or (ii) the discovery of information about the Company, that is not known at the time of the Initiating Holders request made pursuant to Section 2.1(a), that materially reduces the feasibility of the registration proceeding.(G) For purposes of any registration pursuant to this Section 2.1, Messrs. Dane J. Neller and Leslie G. Rudd and the Samantha Lauren Rudd Gift Trust shall be deemed to be Holders and any Shares issued or issuab