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1、更多内容欢迎莅临天马行空官方博克：http:/ RIGHTS AGREEMENT* Confidential treatment has been requested for the omitted portions of this agreement, which request has been filed separately with the Securities and Exchange Commission.THIS INVESTORS RIGHTS AGREEMENT (this “Agreement“), dated as of _,_,_(M,D,Y), between AA
2、A INC., a _ corporation (the “Company“), and BBB BV, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), organized under the laws of The _(the “Investor“), and a subsidiary of CCC Corporation, a _corporation.RECITALS WHEREAS, the Company and the Investor
3、are parties to the Common Stock and Warrant Purchase Agreement, dated as of _,_,_(M,D,Y), (as the same may be amended from time to time, the “Purchase Agreement“);WHEREAS, in order to induce the Company to approve the issuance of common stock, par value $,_ per share, of the Company (the “Common Sto
4、ck“), and to induce the Investor to invest funds in the Company pursuant to the Purchase Agreement, the Investor and the Company hereby agree to enter into this Agreement which shall set forth the rights of the Investor to cause the Company to register shares of Common Stock issued or issuable to th
5、e Investor under the Purchase Agreement and certain other matters as set forth herein;NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
6、the Company and the Investor hereby agree as follows:1. Definitions. Unless otherwise defined herein, the terms below shall have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined). Capitalized terms used but not defined herein sh
7、all have the meanings ascribed to them in the Purchase Agreement.(a) “13D Group“ means any group of persons formed for the purpose of acquiring, holding, voting or disposing of Voting Stock which would be required under Section 13(d) of the Exchange Act, and the rules and regulations promulgated the
8、reunder, to file a statement on Schedule 13D (a “Schedule 13D“) pursuant to Rule 13d1(a) of the rules and regulations promulgated under the Exchange Act or a Schedule 13G pursuant to Rule 13d1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a “person“ within the me
9、aning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Voting Stock representing more than 5% of any class of Voting Stock then outstanding.(b) “Affiliate“ means, with respect to any specified Person, any Person that directly or indirectly through one or more intermediaries,
10、Controls, is Controlled by, or is under common Control with, such specified Person.(c) “Business Day“ shall mean any day that is not a Saturday, a Sunday or a day on which commercial banks are required or permitted by law to be closed in San Jose, California or Helsinki, Finland and any days not ref
11、erred to as Business Days shall be calendar days.(d) “Calculated Percentage“ shall mean the Investors percentage of ownership of the outstanding Common Stock determined by dividing (i) the number of shares of Common Stock held by the Investor on the determination date by (ii) the number of shares of
12、 Common Stock outstanding on the determination date, excluding the Excluded Securities (as defined below) with respect to which the Investor did not exercise its rights to purchase shares of Common Stock pursuant to Section 8(b).(e) “Change of Control Transaction“ means any of the following: (i) any
13、 sale, lease, exchange, transfer or other disposition of all or substantially all of the assets of the Company; or (ii) any consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company
14、immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corpo
15、ration of such continuing or surviving entity; or (iii) any transaction as a result of which (A) any person or entity that is a strategic investor either (1) becomes the “beneficial owner“ (as defined in Rule 13d3 under the Exchange Act), directly or indirectly, of securities of the Company represen
16、ting greater than 50% of the total voting power represented by the Companys then outstanding voting securities or (2) becomes the “beneficial owner“ (as defined in Rule 13d3 under the Exchange Act), directly or indirectly, of securities of the Company representing greater than 35% of the total voting power represented by the Companys then
