RegistrationandInformationRights信息所有权注册协议doc.docx

1、RegistrationandInformationRights信息所有权注册协议docRegistration and Information Rights信息所有权注册协议 - WHEREAS, the Company, the Founders, and one or more of the Series A Purchasers, the Series B Purchasers and the Series C Purchasers are parties to certain Registration and Information Rights Agreements made an

2、d entered into as of _,_,_(M,D,Y), _,_,_(M,D,Y), and _,_,_(M,D,Y)(the Prior Agreements andWHEREAS, the Series D Purchasers and the Company have entered into or concurrently herewith are entering into a Series D Preferred Stock Purchase Agreement (the Series D Purchase Agreement ), pursuant to which

3、the Series D Purchasers are purchasing from the Company shares of its Series D Preferred Stock (the Series D Preferred andWHEREAS, the obligations of the Company and the Series D Purchasers under the Series D Purchase Agreement are conditioned, among other things, upon the execution and delivery of

4、this Agreement by the Company, the Founders and the Purchasers; andWHEREAS, in consideration of the Companys sale and the Series D Purchasers purchase of the Series D Preferred, the several parties hereto wish to grant to the Series D Purchasers the several rights set forth herein, and to observe th

5、e several obligations set forth herein, which rights and obligations shall terminate and supersede, to the extent not already terminated and superseded, those set forth in the Prior Agreements;NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the Company, t

6、he Founders and the Purchasers agree as follows:SECTION 1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall have the following respective meanings: COMMISSION shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securiti

7、es Act. CONVERSION STOCK means the Series A, the Series B, the Series C and the Series D Preferred Stock, and the Common Stock issued or issuable pursuant to conversion of the Series A, the Series B, the Series C and the Series D Preferred Stock. HOLDERS shall mean (i) the Purchasers for so long as

8、Purchasers hold Conversion Stock or Registrable Securities, (ii) the Founders for so long as the Founders hold Registrable Securities, and (iii) any person holding Registrable Securities to whom the rights under this Agreement have been transferred in accordance with Section 5.9 hereof. INITIATING H

9、OLDERS shall mean any holder or holders of more than 50% of the Series A Preferred, the Series B Preferred, the Series C Preferred and the Series D Preferred (and Registrable Securities issued upon conversion thereof) then outstanding as of the relevant date considered as a single class; and in the

10、case of up to one registration pursuant to Section 5.1(a), any holder or holders of no less than sixty percent (60%) of the Series D Preferred (and the Registrable Securities issued upon conversion thereof) then outstanding as of the relevant date considered as a single class (such registration refe

11、rred to herein as the Series D Registration ). SERIES A PREFERRED shall mean the Series A Preferred Stock of the Company issued pursuant to the Series A Preferred Stock Purchase Agreement. SERIES B PREFERRED shall mean the Series B Preferred Stock of the Company issued pursuant to the Series B Prefe

12、rred Stock Purchase Agreement. SERIES C PREFERRED shall mean the Series C Preferred Stock of the Company issued pursuant to the Series C Preferred Stock Purchase Agreement. SERIES D PREFERRED shall mean the Series D Preferred Stock of the Company issued pursuant to the Series D Preferred Stock Purch

13、ase Agreement. REGISTRABLE SECURITIES means (i) shares of Common Stock of the Company issued or issuable in respect of the Conversion Stock upon any stock split, stock dividend, recapitalization, or similar event, or any Common Stock otherwise issuable with respect to the Conversion Stock, (ii) shar

14、es of Common Stock which are Conversion Stock, and (iii) shares of Common Stock which are held by the Founders; provided, however, that shares of Conversion Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been sold to or through a broker or d

15、ealer or underwriter in a public distribution or a public securities transaction.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 the effectivene

16、ss of such registration statement. REGISTRATION EXPENSES shall mean all expenses, except as otherwise stated below, incurred by the Company in complying with Sections 5.1, 5.2 and 5.3 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fe

17、es, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company) and the reasonabl

18、e fees and disbursements of one counsel for all Holders as appointed by the Holders (other than the Founders). RESTRICTED SECURITIES shall mean the securities of the Company required to bear the legend set forth in Section 3 hereof. SECURITIES ACT shall mean the Securities Act of 1933, as amended, o

19、r any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. SELLING EXPENSES shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Holders and, e

20、xcept as set forth under Registration Expenses , all reasonable fees and disbursements of counsel for any Holder.SECTION 2. RESTRICTIONS ON TRANSFERABILITY. The Conversion Stock and any other securities issued in respect of the Conversion Stock upon any stock split, stock dividend, recapitalization,

21、 merger, consolidation or similar event, shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. Each Purchaser will cause any proposed purchaser, assigne

22、e, transferee, or pledgee of any such shares held by such Purchaser to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.SECTION 3. RESTRICTIVE LEGEND. Each certificate representing (i) the Conversion Stock and (ii) any other securit

23、ies issued in respect of the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 4 below) be stamped or otherwise imprinted with a legend in substantially the following form (i

24、n addition to any legend required under applicable state securities laws):THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION TH

25、EREOF. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.Each Purchaser and e

26、ach Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Preferred Stock or the Common Stock in order to implement the restrictions on transfer established in this Agreement.SECTION 4. NOTICE OF PROPOSED TRANSFERS. The holder of each ce

27、rtificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities (other than (i) a transfer not involving a change in beneficial ownership

28、, (ii) in transactions involving the distribution without consideration of Restricted Securities by any Purchaser to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, (iii) in transactions involving the transfer without consideration of Restricted

29、 Securities by a Purchaser during his or her lifetime by way of gift or on death by will or intestacy, or (iv) in transactions in compliance with Rule 144), unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give writt

30、en notice to the Company of such holders intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied, at such holders expense, by either

31、 (i) an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be, reasonably satisfactory to the Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, (

32、ii) a no action letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, or (iii) other evidence satisfactory to the Company, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the