《SHARERESTRICTIONAGREEMENT》由会员分享，可在线阅读，更多相关《SHARERESTRICTIONAGREEMENT（9页珍藏版）》请在金锄头文库上搜索。
1、SHARE RESTRICTION AGREEMENT（股东限制协议） 股份限制协议的作用是限制创始人股份的授予，对于创始 人持有公司所有的股份，在4年内每年授予25% 。如创始人提前离 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 intoon (the “ Effective Date ” )
2、, by an,a organized under the laws of Cayman Islands (the“ Company ),each of the in dividuals and their respective hold ing compa nies through which suchin dividual holds certa in ordi nary shares of the Compa ny as listed on Schedule I attached hereto (each such in dividual, a“ Prin cipal ” and col
3、lectively, the“ Peach such holding company, a“ Holding Company ” and collectively, the“ HoldingCompanies” and with the Principals, the“ Restricted Persons ” ), and the Persons liston Schedule II attached hereto, together with its successor and permitted assign and tran sferee (the“I nv estoEadn )of
4、the parties to this Agreeme nt is referred to here inin dividually as a“ Party ” and collectively as the CapitalizedRterties usedhere in without defi niti on shall have the meanings set forth in the ShareholdersAgreeme nt (as defi ned below).RECITALSA. The Inv estor has agreed to purchase from the C
5、ompa ny, and the Compa ny hasagreed to sell to the Investor, certain Series A Preferred Shares of the Company on the terms and con diti ons set forth in the Series A Preferred Share Purchase Agreeme nt dated by and among the Compa ny, the Prin cipals, the Hold ing Compa ni es,the Investor, and the o
6、ther parties thereto (the“ Purchase Agreement ” ).B. The Purchase Agreeme nt provides that it is a con diti on precede nt to thecon summati on of the tran sacti ons con templated un der the Purchase Agreeme nt that the Parties en ter into this Agreeme nt.C. The Parties desire to enter into this Agre
7、ement and make the respective representations, warranties, covenants and agreements set forth 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
8、, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be 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 Persornecthtlayt,od
9、r i indirectly, Controls, is Controlled by or is under common Control with such Person. In the case of any Investor, the term“ Affiliate ” also includes (v) anyshareholder of such Investor, (w) any of such shareholder s or such Investor spartners or limited partners, (x) the fund manager managing or
10、 advising such shareholder or such Investor (and general partners, limited partners and 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
11、 for investment purposes that is promoted, sponsored, managed, advised or serviced by such Investor or any of its shareholder or its shareholder salgpeanretnr er or fund manager.“ Business Day ” means any day that is not a Saturday, Sunday, legal holiday or other day on which commercial banks are re
12、quired or authorized by law to be closed in the Cayman Islands, the PRC or Hong Kong.“ Board of Directors ean”s tmhe 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
13、that the Principal: (a) has committed an act of theft, forgery, fraud, dishonesty, misappropriation 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 regu
14、lation of any court or governmental or regulatory body or authority, or has violated any duty 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
15、unlawful use or possession of illegal drugs; (d) has breached in any material respect this Agreement or any other agreement among such Principal and theCompany (and certain other parties thereto, if any, including any employment agreement, confidentiality and invention assignment agreement and non-c
16、ompete agreement), which breach is not cured (if curable, and if other than a funding obligation) 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 his/her full profes
