InvestorRightsAgreement(投资者权利协议)_6.doc

估值调整协议解决投资者与企业之间的估值冲突估值调整协议，即Investor Rights Agreement，作为一项常见的投资协议，旨在解决投资者与企业在估值上产生的冲突。

此协议为投资者和企业提供了一种机制，可以在未来可能出现的重大事件发生时对企业的估值进行调整。

本文将深入探讨估值调整协议的定义、作用、相关条款以及实例应用，以便更好地理解该协议对投资者与企业之间估值冲突的解决作用。

一、估值调整协议的定义估值调整协议是一份合同，由投资者和企业就公司财务状况等重要事项达成一致并签署。

该协议旨在明确投资者与企业在估值上的权益和义务，以减少因估值冲突而引发的纠纷。

该协议的签署通常是在投资者与企业之间达成投资协议的一部分，旨在明确双方在特定情况下对企业估值的调整方式。

二、估值调整协议的作用1. 解决估值冲突：估值调整协议通过明确投资者与企业在特定情况下对企业估值的调整方式，有效解决了由估值冲突引发的分歧和争议。

当重大事件发生时，协议确保投资者与企业之间对估值的认识一致，避免不必要的纠纷。

2. 保护投资者权益：估值调整协议确保投资者在特定情况下能够公平合理地分享企业价值的变化。

通过明确的权益安排，协议为投资者提供了一定的保护，确保他们能够获取应有的回报。

3. 提升交易透明度：估值调整协议要求企业在特定情况下公开其财务状况和相关信息。

这有助于提升交易的透明度，并为投资者提供更全面的信息，减少信息不对称引发的风险。

三、估值调整协议的相关条款估值调整协议通常由多个条款构成，下面是几个常见的条款：1. 估值调整时机：协议明确了估值调整的触发条件，例如企业获得新的融资、上市、收购等重大事件发生时。

这些条件旨在确保估值调整仅在特定情况下进行，并减少未来的不确定性。

2. 估值调整方法：协议规定了对企业估值进行调整的具体方法，例如使用某种评估模型、由专业评估机构进行评估等。

这些方法旨在确保估值的客观和公正性。

3. 权益调整：协议明确了投资者在估值调整时所享有的权益。

全篇的投资合作协定英文版Investment Cooperation AgreementThis document sets out the terms and conditions for an investment cooperation agreement between the parties involved. The agreement aims to establish a mutually beneficial relationship for the purpose of investing in various projects and opportunities.Parties InvolvedThe parties involved in this agreement are referred to as the "Investors." The Investors agree to collaborate and work together in good faith to achieve the common goal of successful investment outcomes.Purpose of the AgreementThe main purpose of this agreement is to outline the responsibilities and obligations of each Investor in the investment projects. It alsodefines the scope of the cooperation and the mechanisms for decision-making and dispute resolution.Investment ProjectsThe agreement covers various investment projects that the Investors may undertake together. These projects may include but are not limited to real estate, stocks, bonds, and other financial instruments. The parties will work together to identify and evaluate potential investment opportunities.Responsibilities of the InvestorsEach Investor agrees to contribute their expertise, resources, and capital to the investment projects as agreed upon. They will also share the risks and rewards of the investments in proportion to their contributions.Decision-Making ProcessDecisions related to the investment projects will be made jointly by the Investors. Unanimous agreement is required for major decisions, while minor decisions may be made by a simple majority. The parties will work together to ensure transparency and accountability in the decision-making process.Dispute ResolutionIn the event of any disputes or disagreements between the Investors, they agree to resolve them amicably through negotiation and mediation. If a resolution cannot be reached, the parties may seek legal recourse as a last resort.Term and TerminationThis agreement will remain in effect for a specified period, unless terminated earlier by mutual agreement or due to breach of the terms. Upon termination, the parties will settle any outstanding obligations and distribute any remaining assets in accordance with the agreed terms.Final ProvisionsThis investment cooperation agreement represents the entire understanding between the parties and supersedes any previous agreements or arrangements. Any modifications or amendments to the agreement must be made in writing and signed by all parties.This document is executed on the date set forth below.[Signature of Investor 1] [Signature of Investor 2]Date: [Date of Signing]。

Investor Rights Agreement(投资者权利协议)-The Company and the Investors are entering into a Series A Preferred Stock Purchase Agreement (the Series A Agreement) of even date herewith, pursuant to which the Company shall sell, and the Investors shall acquire, s hares of the Company’s Series A Preferred Stock (the Series A Preferred ). The shares of Series A Preferred are referred to collectively herein as the Shares.NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the parties agree as follows:SECTION 1. RESTRICTIONS ON TRANSFERABILITY; REGISTRATION RIGHTS1.1 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 Securities Act.Conversion Shares means the Common Stock issued or issuable upon conversion of the Shares.Exchange Act shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.Holder shall mean any Investor holding Registrable Securities and any person holding Registrable Securities to whom the rights under this Agreement have been transferred in accordance with Section 1.13 hereof. BBB(sb) shall be deemed to be a Holder, but only with respect to a registration effected pursuant to Section 1.6 below.Initiating Holders shall mean any Investors or transferees of Investors under Section 1.13 hereof who in the aggregate are Holders of not less than fifty percent (50%) of the Registrable Securities.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 effectiveness of such registration statement.Registration Expenses shall mean all expenses incurred by the Company in complying with Sections 1.5, 1.6 and 1.7 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, and 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).Registrable Securities means any Common Stock of the Company issued or issuable in respect of the Shares or Conversion Shares or other securities issued or issuable with respect to the Shares or Conversion Shares upon any stock split, stock dividend, recapitalization, or similar event, or any Common Stock otherwise issued or issuable with respect to the Shares or Conversion Shares; provided, however, that shares of Common Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale. The Common Stock held by Bezos shall be deemed Registrable Securities, but only with respect to a registration effected pursuant to Section 1.6 below, and subject to all limitations therein.Restricted Securities shall mean the securities of the Company required to bear the legend set forth in Section 1.3 hereof.Securities Act shall mean the Securities Act of 1933, as amended, or 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 an underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Holders and all fees and disbursements of counsel for the Holders (as limited by Section 1.8).1.2 Restrictions. The Shares and the Conversion Shares 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. The Investors will cause any proposed purchaser, assignee, transferee or pledgee of the Shares and the Conversion Shares to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.1.3 Restrictive Legend. Each certificate representing (i) theShares, (ii) the Conversion Shares, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with a legend in the form of Exhibit B attached hereto (in addition to any legend required under applicable state securities laws).Each Investor and Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.1.4 Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 1. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder’s 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 holder’s expense by either (i) a written opinionof legal counsel who shall, 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, or (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) any other evidence reasonably satisfactory to counsel 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. The Company will not require such a legal opinion or no action letter (a) in any transaction in compliance with Rule 144 or (b) in any transaction in which an Investor which is a partnership distributes Restricted Securities solely to partners thereof for no additional consideration. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 1.3 above, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.1.5 Requested Registration.(a) Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to the Registrable Securities, the Company will:(i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and(ii) as soon as practicable, use its commercially reasonable efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within thirty (30) days after receipt of such written notice from the Company; provided, however, that the Company shall notbe obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1.5;(1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;(2) Prior to the earlier of (a) one year following the effective date of the first public offering of the Common Stock of the Company to the general public which is effected pursuant to a registration statement filed with and declared effective by, the Commission under the Securities Act (the Initial Public Offering ) or (b) the third anniversary of the date of this Agreement;(3) Unless not less than one half of the Registrable Securities then outstanding are included in the request for registration pursuant to Section 1.5(a) above;(4) After (i) the Company has effected two (2) such registrations pursuant to this subparagraph 1.5(a) and each suchregistration has been declared or ordered effective and remained effective for the period specified in Section 1.9(a) of this Agreement or (ii) after seven (7) years after the date hereof or five years after the closing of the Company’s Initial Public Offering, whichever is earlier; or(5) If the Company shall furnish to such Holders a Certificate, signed by the President of the Company, stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near f uture, then the Company’s obligation to use its commercially reasonable efforts to register, qualify or comply under this Section 1.5 shall be deferred for a period not to exceed one hundred and twenty (120) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.Subject to the foregoing clauses (1) through (5), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.(b) Underwriting. In the event that a registration pursuant toSection 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 1.5(a)(i). The right of any Holder to registration pursuant to Section 1.5 shall be conditioned upon such Holder’s participation in the un derwriting arrangements required by this Section 1.5 and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested, to the went provided herein.The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (which managing underwriter shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.5, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities in writing and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excludedfrom the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to one hundred and eighty (180) days after the effective date of such registration.1.6 Company Registration.(a) Notice of Registration. If at any time or from time to time prior to the seventh anniversary of the date of this Agreement or the fifth anniversary of the Company’s Initial Public Offering, whichever is earlier, the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders other than (i) a registration relating solely toemployee benefit plans, or (ii) a registration relating solely to a Commission Rule 145 transaction, the Company will (but not more than five (5) times pursuant to this Section 1.6(a)):(i) promptly give to each Holder written notice thereof; and include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests made within fifteen (15) days after receipt of such written notice from the Company by any Holder, but only to the extent that such inclusion will not diminish the number of securities included by holders of the Company’s securities who have d emanded such registration pursuant to Section 1.5 hereof.(b) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.6(a)(i). In such event, the right of any Holder to registration pursuant to Section 1.6 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting, to the extent requested, to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holdersdistributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting (up to the exclusion of all Registrable Securities in the event of t he Company’s initial public offering), on a pro rata basis based on the total number of securities (including, without limitation, Registrable Securities) entitled to registration pursuant to registration rights granted to the participating Holders by the Company; provided, however, that if such offering is not the initial offering of shares to the public, no such reduction may reduce the number of securities being sold by the Holders to less than fifteen percent (15%) of the shares being sold in such offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred twenty (120) days after the effective date of the registration statement relating thereto.(c) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.6 prior to the effectiveness of such registration, whether or not any Holder has elected to include securities in such registration.1.7 Registration on Form S-3.(a) Notwithstanding the restrictions of Section 1.6 above, if any Holder or Holders of not less than twenty percent (20%) of the Registrable Securities requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $ _________, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its commercially reasonable efforts to cause such Registrable Securities to be registered for the offering on such form. The Company will (i) promptly give written notice of the proposed registration to all other Holders, and (ii) as soon as practicable, use its commercially reasonable efforts to effect such registration(including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate, the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company. The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7.(b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 1.7: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of and ending on the date six (6) months immediately following the effective date of, a registration statement (other than with respect toa registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) after the Company has effected three (3) such registrations pursuant to this Section 1.7 and each such registration has been declared or ordered effective and has remained effective for the period specified in Section 1.9(a) of this Agreement; (iv) after seven (7) years after the date of this Agreement or five (5) years after the closing of the Company’s Initial Public Offering, whichever is earlier; or (v) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days from the receipt of the request to file such registration by such Holder or Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.1.8 Expenses of Registration. All Registration Expenses incurred in connection with any registration pursuant to Sections 1.5 and 1.6 and the reasonable cost of one special legal counsel torepresent all of the Holders together in any such registration shall be borne by the Company. All Registration Expenses incurred in connection with any registration pursuant to Section 1.7 of this Agreement and the cost of any counsel for the Holders in any such registration shall be borne by the Holders pro rata according to the number of Registrable Securities included by them in such registration. If a registration proceeding is begun upon the request of Initiating Holders pursuant to Section 1.5, but such request is subsequently withdrawn, then the Holders of Registrable Securities to have been registered may either: (i) bear all Registration Expenses of such proceeding, pro rata on the basis of the number of shares to have been registered, in which case the Company shall be deemed not to have effected a registration pursuant to subparagraph 1.5(a) of this Agreement; or (ii) require the Company to bear all Registration Expenses of such proceeding, in which case the Company shall be deemed to have effected a registration pursuant to subparagraph 1.5(a) of this Agreement. Notwithstanding the foregoing however, if at the time of the withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of said Registration Expenses. In such case, the Company shall be deemed not to have effected a registration pursuant to subparagraph 1.5(a) of this Agreement. Unless otherwise stated, all other Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the registered securities included in suchregistration pro rata on the basis of the number of shares so registered.1.9 Registration Procedures. In the case of each registration, qualification or compliance effected by the Company pursuant to this Section 1, the Company will keep each Holder advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. The Company will:(a) Prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective until the distribution described in the registration statement has been completed, but in no event longer than sixty (60) days; and(b) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement.(c) Furnish to the Holders participating in such registration andto the underwriters, if any, of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities.(d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Act.(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.(f) Notify each Holder of Registrable Securities covered bysuch registration statement at any time when a prospectus relating thereto is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.(g) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or other trading market on which similar securities issued by the Company are then listed.(h) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.(i) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 1, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 1, if such securities are being sold throughunderwriters, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.1.10 Indemnification.(a) The Company will indemnify each Holder, each of its officers and directors and partners, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Section 1, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all actual out-of-pocket expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any。

投资者权利协议投资者权利协议是非常重要的融资文件，其中列出了投资者、关键股东和公司各方的权利和义务。

因此，在草拟协议时需要对其内容给予足够的重视。

在融资过程中，投资者权利协议是十分必要的，因为在上述协议中，公司授予投资者某些优先权利，如公司股份公开上市的登记权、新证券发行时的优先购买权、某些财务上的权利以及检查权和各种契约。

之后几轮融资中的一般准则是通过修改之前融资的投资者协议来制定该轮融资的投资者协议。

通常，投资者协议的各方为：公司、投资者以及关键股东。

关键股东一般是普通股的持有者及公司的创始人。

登记权。

首先迅速风投要求极软软件承诺其持有股票的登记权(Registration Right)。

该权利是根据美国证券法通过在美国上市的退出权。

公司股票公开上市的前提是向美国证券交易委员会（SEC）提交上市申请登记表，分为要求登记权(Demand Registration Right) 和附带登记权(Piggyback Registration Right)。

要求登记权有两种类型：F-1表格登记和F-3表格登记。

通常是，投资者要求公司向SEC提交同部分或全部股份相关的上市申请登记表。

登记对公司股票公开上市是必需的，因此，投资者要求公司在必要披露和支付相关费用时充分合作。

投资者通常要求公司同意以下几点：（1）在提出申请的特定期限内提交上市申请登记表。

（2）使上述上市申请登记表在某一期限内有效。

（3）向提出申请的股东提供必要文件，使之按SEC的要求出售其持有的证券。

（4）分担部分或全部登记费用。

在谈判中，双方商讨的重要事宜主要包括以下三点：（1）登记权行使的时间，（2）可行使登记权的股东在公司拥有股权的最低比例，（3）登记权的数量。

登记往往要耗费大量的时间和费用，这些费用不仅包括登记和销售费用，还包括由于遵守SEC的披露和其他要求而产生的费用，并且使公司面临承担责任的风险。

因此，极软软件的创始人提出，投资者的上述权利应当受到某些限制。

投资人合作协议一、引言本合作协议旨在明确投资人和项目方在项目投资过程中的权利、义务和责任，确保双方的合法权益得到保障。

本协议适用于投资人与项目方之间的合作，双方应本着平等、自愿、公平、诚实信用的原则，共同遵守本协议的约定。

二、定义1.投资人：指愿意向项目方提供资金支持，并享有相应权益的自然人、法人或其他组织。

2.项目方：指拥有合法项目，并寻求资金支持的自然人、法人或其他组织。

3.项目：指项目方为实现特定目标而进行的经济活动。

4.投资金额：指投资人根据本协议向项目方提供的资金总额。

5.投资回报：指投资人根据本协议约定，从项目中获得的收益。

6.投资周期：指投资人向项目方提供资金支持的时间段。

三、投资人的权利与义务1.投资人的权利：（1）按照本协议约定，享有投资回报。

（2）对项目方的经营状况、财务状况进行监督。

（3）在项目方违反本协议约定时，要求项目方承担违约责任。

2.投资人的义务：（1）按照本协议约定，向项目方提供资金支持。

（2）尊重项目方的经营管理，不得干涉项目方的正常运营。

（3）保守项目方的商业秘密，不得泄露给第三方。

四、项目方的权利与义务1.项目方的权利：（1）按照本协议约定，收取投资人的资金支持。

（2）自主经营，独立承担项目风险。

（3）享有项目的知识产权和收益。

2.项目方的义务：（1）按照本协议约定，向投资人支付投资回报。

（2）保证项目的合法性，不得从事违法活动。

（3）接受投资人的监督，及时向投资人报告项目的经营状况和财务状况。

五、投资回报1.投资回报方式：双方可根据实际情况，协商确定投资回报方式，如分红、利息、股权等。

2.投资回报期限：双方可根据项目特点和投资周期，协商确定投资回报期限。

3.投资回报计算：投资回报的计算方式由双方根据投资金额、投资周期和项目收益等因素协商确定。

六、投资退出1.投资人有权在投资周期届满或项目终止时，要求项目方按照本协议约定，返还投资本金及投资回报。

2.投资人有权在项目方违反本协议约定时，要求项目方承担违约责任，并要求返还投资本金及投资回报。

投资者权利协议颁布机关类别其他;此（经修订和重述的）投资者权利协议由［］[其为根据开曼群岛公司法（2007年版）设立的（豁免）公司（简称“公司”）]和协议附表A中所列投资者（本协议称该类投资者为“投资者”）、协议附表B中所列股东［本协议称该类股东为“关键股东”］及根据协议第6.9条成为协议当事方的其他购买者（如购买协议所定义）于（200年月日）订立。

引言鉴于, 公司和投资者是与本协议同日签订的A序列优先股购买协议（简称“购买协议”）的当事方; 且鉴于, 为促使公司订立购买协议，并为促使投资者根据购买协议向公司投入资金，投资者和公司谨此同意，本协议应规范投资者促使公司登记可发行给投资者的普通股股份的权利、投资者从公司获取特定信息的权利和投资者参与公司未来股权募集的权利，并应规范本协议规定的特定其他事项;因此, 当事方谨此达成如下协议:1.定义。

为本协议之目的：1.1“关联方”就特定某人而言，指直接或间接控制此人、或由此人直接或间接控制、或与此人共同被他人控制的人, 包括但不限于此人及此人控制的或由此人与一个或多个普通合伙人或管理方共同控制的现有和未来的风险资金, 或与此人由同一管理公司管理的合伙人、管理人员或者董事。

1.2“章程”指公司（有时经修订）的章程。

1.3“损害”指本协议当事方可能在《证券法》、《交易法》和其他联邦法或州法下受到的任何损失、损害或责任（连带责任或单独责任）, 只要该等损失、损害或责任（或因此而提起的诉讼）是由于或基于下述事项：(i)任何公司登记报告，包括该报告中的任何初步招股说明、最终招股说明、任何修订或补充中，就重要事实作出的虚假陈述或被指认为虚假陈述的事项; (ii)疏于或被指认为疏于在报告中就必须包括其中的重要事实或必须作出的非误导性陈述进行陈述；(iii)本协议受偿方（或者其任何代理人或关联方）违反或被指认为违反《证券法》、《交易法》、州证券法或任何根据《证券法》、《交易法》、州立证券法发布的规章制度。

20XX 专业合同封面COUNTRACT COVER甲方：XXX乙方：XXX2024版投资者权益保护协议本合同目录一览第一条定义与解释1.1 投资者1.2 甲方1.3 乙方1.4 投资1.5 收益1.6 损失1.7 合同1.8 交易日1.9 交易日志1.10 法律法规第二条投资范围与方式2.1 投资范围2.2 投资方式2.3 投资限制第三条投资者的权利与义务3.1 投资者的权利3.2 投资者的义务第四条甲方的权利与义务4.1 甲方的权利4.2 甲方的义务第五条乙方的权利与义务5.1 乙方的权利5.2 乙方的义务第六条投资收益与分配6.1 收益计算6.2 收益分配6.3 收益支付第七条投资风险与责任7.1 风险提示7.2 风险承担7.3 责任限制第八条合同的变更与解除8.1 变更条件8.2 解除条件8.3 变更与解除的程序第九条争议解决9.1 争议解决方式9.2 争议解决机构9.3 诉讼管辖第十条法律法规的适用10.1 法律法规10.2 合同效力10.3 合规性检查第十一条保密条款11.1 保密内容11.2 保密期限11.3 泄密责任第十二条通知与送达12.1 通知方式12.2 送达地址12.3 通知时效第十三条合同的生效、终止与解除13.1 生效条件13.2 终止条件13.3 解除条件第十四条其他条款14.1 不可抗力14.2 合同的完整性14.3 合同的修改14.4 合同的废止14.5 双方协商一致的内容第一部分：合同如下：第一条定义与解释1.1 投资者投资者是指根据本合同约定，向甲方进行投资的自然人、法人或其他组织。

1.2 甲方甲方是指接受投资者投资，并根据本合同约定进行投资管理、运用和处置的投资管理方。

1.3 乙方乙方是指与甲方合作，为甲方提供投资咨询、资产管理等服务的一方。

1.4 投资投资是指投资者根据本合同的约定，向甲方投入的资金。

1.5 收益收益是指投资产生的利润、红利、利息等收益性收入。

投资者保护协议模板投资者保护协议投资者保护协议模板本投资者保护协议（以下简称“协议”）由以下签约方（以下简称“双方”）就投资者在特定项目中的权益保护达成如下协议，并同意遵守其条款和条件：第一条定义和范围1.1 本协议中的术语定义如下：（1）“投资者”指向特定项目投资资金的自然人、法人或其他形式的机构。

（2）“项目”指特定的投资项目，包括但不限于公司、企业或其他形式的商业实体、房地产开发项目、基础设施项目等。

（3）“主体”指与项目相关的特定公司、合作伙伴、机构等。

（4）“权益”指投资者在项目中的股权、债权、分红权、表决权等财产权益。

（5）“保护”指保护投资者的合法权益，包括但不限于投资回报、信息透明度、决策参与权等方面。

1.2 本协议适用于投资者在项目中所享有的权益保护事项。

第二条信息披露及透明度2.1 主体应当及时向投资者披露相关的项目信息，包括但不限于项目的经营状况、财务报告、合同文件等。

2.2 主体应当确保向投资者提供的信息准确、真实、完整，并定期更新相关信息。

2.3 主体应当建立完善的信息披露制度和渠道，确保投资者能够及时获取项目的相关信息。

第三条投资回报保障3.1 投资者有权享受其投资所带来的合理回报，并依据项目的经营状况和盈利能力进行分配。

3.2 主体应当确保投资者在项目分配中的合法权益，不得以任何形式侵犯投资者的利益。

3.3 投资者享有优先分配权和优先退出权，主体应根据投资者的权益比例进行合理分配。

第四条决策参与权4.1 投资者享有与其所持权益相符的决策参与权，包括但不限于对项目的经营决策、财务决策、投资决策等。

4.2 投资者有义务向主体提供必要的信息和意见，以支持项目的决策过程。

4.3 主体应考虑并充分尊重投资者的决策参与权，确保投资者能够合理参与项目的决策。

第五条不公正对待禁止5.1 主体不得以任何方式对待投资者的项目权益不公平或歧视性。

5.2 主体不得限制或阻挠投资者行使其合法权益或权力，不得剥夺其权益或强制性转让。

合同编号：__________2024年投资者权益保护协议书甲方（投资方）：__________乙方（受托方）：__________甲乙双方，本着平等、自愿、诚实、信用的原则，就甲方委托乙方进行投资管理的事宜，经充分协商，达成如下协议：第一条投资管理范围1.2乙方接受甲方的委托，按照本协议的约定，负责管理甲方的投资权益，并按照甲方的投资目标、风险偏好和收益预期进行投资。

第二条投资管理方式2.1乙方根据甲方的投资目标和风险偏好，制定投资策略，并进行资产配置。

2.2乙方应合理运用甲方提供的投资资金，通过股票、债券、基金、银行存款等多种投资渠道进行投资。

2.3乙方应定期对投资组合进行评估和调整，以适应市场变化和甲方的投资目标。

第三条投资风险揭示3.1甲方了解并同意，投资有风险，收益和损失均自担。

3.2乙方应向甲方充分揭示投资过程中可能面临的风险，并告知甲方相应的风险控制措施。

3.3甲方应根据自身的风险承受能力、投资经验等因素，作出投资决策。

第四条投资收益分配4.1投资收益归甲方所有。

4.2乙方按照甲方的收益预期和实际投资收益情况，与甲方协商确定收益分配方案。

4.3乙方应在收益实现后及时向甲方支付收益，并按照甲方的要求进行收益分配。

第五条费用及支付5.1乙方应向甲方支付管理费，费率按实际投资金额的____%计算，由甲方在投资资金中支付。

5.2乙方应向甲方支付业绩报酬，费率按实际投资收益的____%计算，由甲方在收益中支付。

5.3乙方应承担投资过程中发生的税收等费用。

第六条信息披露与报告6.1乙方应定期向甲方报告投资情况，包括但不限于投资组合、投资收益、投资风险等。

6.2乙方应在投资过程中发生的重大事项及时通知甲方。

6.3甲方有权随时查询投资情况，乙方应予以配合。

第七条终止与解除7.1在本协议有效期内，甲乙双方均有权提前终止或解除本协议。

7.2甲方提前终止或解除本协议的，应提前____个工作日通知乙方。

7.3乙方提前终止或解除本协议的，应提前____个工作日通知甲方。