RegistrationRightsAgreement注册权协议_1.doc

Registration Rights Agreement注册权协议-WHEREAS, the Company and the Stockholders have entered into a Letter Agreement dated _________,_________,_________(M,D,Y) (the Letter Agreement ), pursuant to which WH is acquiring _________ shares (the Shares ) of Common Stock of the Company; andWHEREAS, the Company and the Stockholders desire to enter into this Registration Rights Agreement on the terms herein, to provide for certain arrangements with respect to the registration of the Shares under the Securities Act of 1933.NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:REGISTRATION RIGHTS1. CERTAIN DEFINITIONS.As used in this Agreement, the following terms shall have the following respective meanings:COMMISSION means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.COMMON STOCK means the common stock, $,_________ par value per share, of the Company.EXCHANGE ACT means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect.INITIAL PUBLIC OFFERING means the initial underwritten public offering of shares of Common Stock pursuant to an effective Registration Statement.OTHER HOLDERS means holders of securities of the Company (other than Stockholders) who are entitled by contract with the Company to have securities included in a Registration Statement.PROSPECTUS means the prospectus included in any Registration Statement, as amended or supplemented by an amendment or prospectus supplement, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.REGISTRATION STATEMENT means a registration statement filed by the Company with the Commission for a public offering and sale of securities of the Company for its own account or for the account of others (other than a registration statement on Form S-8 or Form S-4, or their successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation).REGISTRATION EXPENSES means the expenses described in Section 2.3.REGISTRABLE SHARES means (i) the Shares held by WH on the date hereof, and (ii) any other shares of Common Stock issued in respect of the Shares (because of stock splits, stock dividends, reclassifications, recapitalizations, or similar events); PROVIDED, HOWEVER, that shares of Common Stock which are Registrable Shares shall cease to be Registrable Shares upon (a) any sale pursuant to a Registration Statement or Rule 144 under the Securities Act or (b) any sale in any manner to a person or entity which, by virtue of Section 3 of this Agreement, is not entitled to the rights provided by this Agreement.SECURITIES ACT means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect.SELLING STOCKHOLDER means any Stockholder owning Registrable Shares included in a Registration Statement.SHARES shall have the meaning specified in the recitals hereto.STOCKHOLDERS means BBB and WH and any persons or entities to whom the rights granted under this Agreement are transferred by the Stockholders, their successors or assigns pursuant to Section 3 hereof.2. REGISTRATION RIGHTS2.1 INCIDENTAL REGISTRATION.(a) Whenever the Company proposes to file a Registration Statement on Form S-3 (other than a Registration Statement filed pursuant to the Initial Public Offering), it will, prior to such filing, give written notice to the Stockholders of its intention to do so. Upon the written request of the Stockholders given within _________ days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by the Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of the Stockholders; provided that the Company shall have the right topostpone or withdraw any registration effected pursuant to this Section 2.1 without obligation to the Stockholders.(b) If the registration for which the Company gives notice pursuant to Section 2.1(a) is of a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.1(a). In such event, the right of the Stockholders to include the Registrable Shares in such registration pursuant to Section 2.1 shall be conditioned upon the Stockholders’ participation in such underwriting on the terms set forth herein. The Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders and any officers or directors of the Company distributing their securities through such underwriting) enter into an underwriting agreement with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.1, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit the Registrable Shares to be included in the registration and underwriting. The Company shall so advise the Stockholders requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by officers and directors of the Company (other thanRegistrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among the Stockholders and the Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.1(a). If the Stockholders or any Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among the Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.2.2 REGISTRATION PROCEDURES.(a) If the Company has delivered a Prospectus to the Selling Stockholders and after having done so the Prospectus is amended to comply with the requirements of the Securities Act, the Companyshall promptly notify the Selling Stockholders and, if requested, the Selling Stockholders shall immediately cease making offers of Registrable Shares and return all Prospectuses to the Company. The Company shall promptly provide the Selling Stockholders with revised Prospectuses and, following receipt of the revised Prospectuses, the Selling Stockholders shall be free to resume making offers of the Registrable Shares.(b) In the event that, in the judgment of the Company, it is advisable to suspend use of a Prospectus included in a Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, the Company shall notify all Selling Stockholders to such effect, and, upon receipt of such notice, each such Selling Stockholder shall immediately discontinue any sales of Registrable Shares pursuant to such Registration Statement until such Selling Stockholder has received copies of a supplemented or amended Prospectus or until such Selling Stockholder is advised in writing by the Company that the then current Prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything to the contrary herein, the Company shall not exercise its rights under this Section 2.2(b) to suspend sales of Registrable Shares for a period in excess of 60 days in any_________-day period.2.3 ALLOCATION OF EXPENSES. The Company will pay all Registration Expenses for all registrations under this Agreement. For purposes of this Section, the term Registration Expenses shall mean all expenses incurred by the Company in complying with this Agreement, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and expenses of counsel for the Company and the fees and expenses of one counsel selected by the Selling Stockholders and the Other Holders to represent the Selling Stockholders and the Other Holders, state Blue Sky fees and expenses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts, selling commissions and the fees and expenses of Selling Stockholders’ own counsel (other than the counsel selected to represent all Selling Stockholders and Other Holders).2.4 INDEMNIFICATION AND CONTRIBUTION.(a) In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless the Selling Stockholdersselling such Registrable Shares, each underwriter of such Registrable Shares, and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement under which such sale of Registrable Shares was registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus or prospectus,or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof.(b) In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Selling Stockholder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such directors and officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which any Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein notmisleading, if the statement or omission was made in reliance upon and in conformity with information relating to such Selling Stockholder furnished in writing to the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligations of a Selling Stockholder hereunder shall be limited to an amount equal to the proceeds, net of brokerage or underwriting commissions, to such Selling Stockholder of Registrable Shares sold in connection with such registration.(c) Each party entitled to indemnification under this Section (the Indemnified Party ) shall give notice to the party required to provide indemnification (the Indemnifying Party ) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; PROVIDED, that counsel for the Indemnifying Party that shall conduct the defense of such claim or litigation shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and, PROVIDED, FURTHER, that the failure of any Indemnified Party to give notice promptly as provided herein shall not relieve the Indemnifying Party of its obligations under this Section except to the extent that the Indemnifying Party is adversely affected by such failure. The Indemnified Party mayparticipate in such defense at such party’s expense; PROVIDED, HOWEVER, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding; PROVIDED FURTHER that in no event shall the Indemnifying Party be required to pay the expenses of more than one law firm per jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also shall be responsible for the expenses of such defense if the Indemnifying Party does not elect to assume such defense. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.(d) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 2.4 is due in accordance with its terms but for any reason is held to be unavailable to an Indemnified Party in respect to anylosses, claims, damages and liabilities referred to herein, then the Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities to which such party may be subject in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Selling Stockholders on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Selling Stockholders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact related to information supplied by the Company or the Selling Stockholders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Selling Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 2.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph of Section 2.4, (i) in no case shall any one Selling Stockholder be liable or responsible for any amount in excess of the proceeds received by such Selling Stockholder from the offering of Registrable Shares and (ii) the Company shall be liable and responsible for any amount in excess of such proceeds, net of brokerage or underwriting commissions PROVIDED, HOWEVER, that no person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.2.5 INFORMATION BY HOLDER. Each holder of Registrable Shares included in any registration shall furnish to the Company such information regarding such holder and the distribution proposed by such holder as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification, listing or compliance referred to in this Agreement, including, without limitation, in connection with the NASD Rules of Fair Practice in an underwritten offering.2.6 CONFIDENTIALITY OF NOTICES. If and when the Stockholders receive any written notice from the Company regarding the Company’s plans to fil e a Registration Statement, they shall treat such notice confidentially and shall not disclose such information to any person other than as necessary to exercise its rights under this Agreement.2.7 LEGEND AND LIMITATIONS ON TRANSFER. Each certificate representing Registrable Shares shall contain upon its face or upon the reverse side thereof a legend to the following effect:These securities have not been registered under the Securities Act of 1933, as amended, or qualified under state securities laws and may not be sold, pledged, or otherwise transferred unless the Company has been furnished with an opinion of counsel acceptable to the Company to the effect that no registration under the Securities Act of 1933, as amend, or qualification under applicable state securities laws is legally required for such transfer.Each Stockholder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Common Stock in order to implement the restrictions on transfer established in this Section.2.8 RULE 144 REQUIREMENTS. After the registration by the Company of a class of securities under Section 12 of the Exchange Act the Company agrees to:(a) make and keep current public information about the Company available, as those terms are understood and defined in Rule 144;(b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and(c) furnish to any Stockholder holding Registrable Shares upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as such holder may reasonably request to avail itself of any similar rule or regulation of the Commission allowing it to sell any such securities without registration.2.9 TERMINATION. All of the Company’s obligations to register Registrable Shares under Section 2.1 of this Agreement shall terminate five years after the closing of the Initial Public Offering.3. TRANSFERS OF RIGHTS. This Agreement, and the rights and obligations of each Stockholder hereunder, may be assigned by such Stockholder to any partner, member or stockholder of suchStockholder to whom Registrable Shares are transferred, and such transferee shall be deemed a Stockholder for purposes of this Agreement; provided that the transferee provides written notice of such assignment to the Company, including a notice address for such transfer, and agrees in writing to be bound by this Agreement.4. GENERAL.4.1 SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.4.2 SPECIFIC PERFORMANCE. In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, the Stockholders and the Company shall be entitled to specific performance of the agreements and obligations of the other parties hereunder and to such other injunctive or other equitable relief as may be granted by a court of competent jurisdiction.4.3 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State ofNew York (without reference to the conflicts of law provisions thereof).4.4 NOTICES. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered (i) three business days after being sent by registered or certified mail, return receipt requested, postage prepaid or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below:If to the Company, at _________(ADDRESS) Attention, _________(NAME), or at such other address or addresses as may have been furnished in writing by the Company to the Stockholders.If to the Stockholders, at CCC, Ltd., c/o Q H Corporate Services, Ltd., _________(ADDRESS).Any party may give any notice, request, consent or other communication under this Agreement using any other means (including, without limitation, personal delivery, messenger service, telecopy, first class mail or electronic mail), but no such notice,request, consent or other communication shall be deemed to have been duly given unless and until it is actually received by the party for whom it is intended. Any party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Section.4.5 COMPLETE AGREEMENT. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.4.6 AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the holders of at least _________% of the Registrable Shares held by all of the Stockholders. Any such amendment, termination or waiver effected in accordance with this Section 4(f) shall be binding on all parties hereto, even if they do not execute such consent. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition orprovision.4.7 PRONOUNS. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.4.8 COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same document. This Agreement may be executed by facsimile signatures.4.9 SECTION HEADINGS. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.Executed as of the date first written above.COMPANY STOCKHOLDERSAAA INC. BBB, LTD.By:_________ By:_________ Name:_________ Name:_________ Title:_________ Title:_________。

Registration 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 and 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 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 this Agreement by the Company, the Founders and the Purchasers; andWHEREAS, in c onsideration of the Company’s 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 the 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, the 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 Securities 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 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 HOLDERS 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 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 referred 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 Preferred 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 Purchase 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) shares of Common Stock which are Conversion Stock, and (iii) shares ofCommon 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 dealer 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 effectiveness 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 fees, 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 reasonable 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, 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 all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Holders and, except 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, 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, assignee, transferee, or pledgee of any such shares held by such Purchaser to agree to take and holdsuch 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 securities 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 (in addition to any legend required under applicable state securities laws):THE SHARES REPRESENTED BY THIS CERTIFICATE HA VE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HA VE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. 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 each 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 certificate 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, (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 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 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 andcircumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied, at such holder’s expense, by either (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, (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 Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144(k), the appropriate restrictive legend set forth in Section 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 provision of the Securities Act.SECTION 5. REGISTRATION.5.1 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 shares of Registrable Securities with an anticipated aggregate offering price, net of underwriting discounts and commissions, in excess of ten million dollars ($,_________), 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 best efforts to effect such registration, qualification or compliance (including, without limitation, 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 20days after receipt of such written notice from the Company.(b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 5.1:(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) prior to the earlier to occur of: (a) _________,_________,_________(M,D,Y), or (b) six months after the effective date of the Company’s first registered public offering of shares of its Common Stock;(iii) 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, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company isactively employing in good faith all reasonable efforts to cause such registration statement to become effective;(iv) if the Company has effected: (A) two such registrations pursuant to this subparagraph 5.1(a), (B) four such registrations pursuant to this subparagraph 5.1(a) or subparagraph 5.3(a) below or any combination thereof, or (C) one such registration pursuant to this subparagraph 5.1(a) or subparagraph 5.3 below in the preceding six months, and such registration(s) have been declared or ordered effective and remained effective until the earlier to occur of (a) 90 days or (b) the sale of all the securities offered pursuant to each such registration;(v) if the Company shall furnish to such Initiating 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 future, then the Company’s obligation to use its best efforts to register, qualify or comply under this Section 5.1 shall be deferred for a period not to exceed 150 days from the date of receipt of written request from the Initiating Holders, provided that the Company may not exercise this deferral right for more than once in any one year period;(vi) if such registration, qualification or compliance is proposed to be part of a firm commitment underwritten public offering with underwriters not reasonably acceptable to the Company. Subject to the foregoing clauses (i) through (vi), 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.(c) UNDERWRITING. In the event of a registration pursuant to Section 5.1, the Company shall advise the Holders as part of the notice given pursuant to Section 5.1(a)(i) that the right of any Holder to registration pursuant to Section 5.1 shall be conditioned upon such Holder’s partici pation in the underwriting arrangements required by this Section 5.1, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent 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 a majority in interest of the Initiating Holders, but su bject to the Company’s reasonable approval. Notwithstanding any other provision of this Section 5.1, ifthe managing underwriter advises the Initiating Holders in writing 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 and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders 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, that no shares held by any Holder other than a Founder shall be so excluded from such registration until all shares held by the Founders are excluded from such registration. Notwithstanding the foregoing, in the event of a Series D Registration, the number of shares of Registrable Securities that may be included in the registration and the underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the respective aggregate dollar amount of such Holder’s investment in the capital stock of the Company at the time of the filing of the registration statement; provided that no shares held by any Holder other than a Founder shall be so excluded from such registration until all shares held by the Founders are excluded from such registration. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitatio n 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 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.5.2 COMPANY REGISTRATION.(a) NOTICE OF REGISTRATION. If at any time or from time to time the Company shall determine to register any of its equity securities, either for its own account or the account of a security holder or holders, other than (i) a registration relating solely to employee benefit plans, (ii) a registration relating solely to a Rule 145 transaction, or (iii) a registration in which the only equity security being registered is capital stock issuable upon conversion of convertible (or exchange of exchangeable) debt securities which are also being registered, the Company will:(i) promptly give to each Holder written notice thereof; and(ii) 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 twenty (20) days after receipt of such written notice from the Company, by any Holder.(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 5.2(a)(i). In such event, the right of any Holder to registration pursuant to Section 5.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein.All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing 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 5.2, if themanaging underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration (i) in the case of the Company’s initial public offering, to zero, and (ii) in the case of any other offering, to an amount no less than 25% of the offering; provided that in each such case, no shares held by any Holder other than a Founder shall be so excluded from such registration until all shares held by the Founders are excluded from such registration. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders 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. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or holder to the nearest 100 shares.If any of the Holders disapproves of the terms of any such underwriting, such Holder 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.(c) RIGHT TO TERMINATE REGISTRATION. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 5.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.5.3 REGISTRATION ON FORM S-3.(a) If any of the Holders request 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 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 best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such Holder or Holders may reasonably request. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. In the event the registration is proposed to be part of a firm commitment underwritten public offering, the substantive provisions of Section 5.1(c) shall be applicable to each such registration initiated under this Section 5.3.(b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 5.3:(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) if the Company has effected four such registrations pursuant to this subparagraph 5.3(a) or subparagraph 5.1(a) above or any combination thereof, or one such registration pursuant to subparagraph 5.3(a) above, or subparagraph 5.1(a) above in the preceding six months, such registration(s) having been declared or ordered effective and remained effective until the earlier to occur of (a) 90 days or (b) the sale of all the securities offered pursuant to each such registration;(iii) if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its BONA FIDE intention to effect the filing of a registration statement with theCommission within ninety (90) days of receipt of such request (other than with respect to a 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);(iv) 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 any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to 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; or(v) if the Company shall furnish to such Holder or 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 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 150 days from the receipt ofthe request to file such registration by such Holder or Holders, provided that the Company may not exercise this deferral right more than once in any one year period.5.4 EXPENSES OF REGISTRATION. All Registration Expenses incurred in connection with (i) three registrations pursuant to Section 5.1 hereof (including the Series D Registration), (ii) a total of three (3) registrations pursuant to Section 5.3 if no registrations pursuant to Section 5.1 have been requested, or four (4) registrations pursuant to Section 5.3 if no registrations pursuant to Section 5.1 have been paid for by the Company, and (iii) all registrations pursuant to Section 5.2, shall be borne by the Company.Unless otherwise stated, all Selling Expenses relating to securities registered on behalf of the Holders and all other registration expenses shall be borne by the Holders of such securities PRO RATA on the basis of the number of shares so registered.5.5 REGISTRATION PROCEDURES. In the case of each registration, qualification or compliance effected by the Company pursuant to this Agreement, the Company will keep each of the Holders advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. At itsexpense 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 for at least one hundred twenty (120) days or until the distribution described in the registration statement has been completed, whichever first occurs;(b) furnish to the Holders participating in such registration and to the underwriters 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.5.6 INDEMNIFICATION.(a) The Company will indemnify each Holder of securities, each of its officers, 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 orcompliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages and 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 untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each such Holder, each of its officers, directors, and partners, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by such Holder, controlling person or underwriter specifically for use therein; provided, however, that the。

版权及注册申明协议书范本3篇篇1版权及注册申明协议书范本甲方：____________________（公司名称）乙方：____________________（个人姓名/公司名称）鉴于甲方拥有____________________（作品/产品）的版权，并同意将其注册申明权利授予乙方，双方特订立如下协议：一、甲方声明1.1 甲方作品/产品的版权归甲方所有，甲方享有其所有的一切版权利益。

1.2 甲方同意将其作品/产品的注册申明权利授予乙方，乙方有权代表甲方进行相关的注册申明事宜。

1.3 甲方有义务保证其作品/产品不侵犯他人的知识产权，如发现有侵权行为应立即通知乙方。

1.4 甲方保证其有权进行注册申明，并保证注册申明的真实性和合法性。

1.5 甲方同意接受乙方代表其进行注册申明的结果，并承担相应的责任。

二、乙方权利及义务2.1 乙方有权代表甲方进行作品/产品的注册申明事宜，并负责审核和提交相关资料。

2.2 乙方保证对甲方作品/产品的注册申明工作进行认真负责，确保注册申明的顺利进行。

2.3 乙方应当保护甲方的版权权益，不得擅自使用、复制、传播或变更甲方作品/产品。

2.4 乙方有义务保守甲方的商业秘密，不得将注册申明相关信息泄露给第三方。

2.5 乙方同意接受甲方的监督和检查，配合甲方对注册申明事宜进行审查。

三、甲、乙双方声明3.1 本协议经双方签字盖章后生效，具有法律约束力。

3.2 本协议内容如有争议，双方应协商解决；协商不成的，任何一方均有权向有管辖权的法院提起诉讼。

3.3 本协议未尽事项，双方可以根据实际情况协商补充或修改，补充或修改后的内容应当以书面形式确认。

甲方（公司名称）：____________________签字：____________________ 日期：_________________乙方（个人姓名/公司名称）：____________________签字：____________________ 日期：_________________以上就是本次的版权及注册申明协议书范本，希望对大家有所帮助。

版权及注册申明协议书范本4篇全文共4篇示例，供读者参考篇1版权及注册申明协议书甲方（版权所有者）：乙方（使用方）：鉴于甲方系合法拥有作品《XXX》（以下简称“作品”）的著作权，甲乙双方就甲方授予乙方使用该作品的具体方式及条件，达成如下协议：第一条使用范围1. 乙方仅可在XX用途范围内使用作品，在任何其他场合（包括但不限于商业用途、传播、复制等）需经甲方书面授权。

2. 乙方不得对作品进行任何形式的修改、改编或篡改。

第二条使用期限1. 本协议自甲乙双方签署之日起生效，至作品版权终止之日止。

第三条使用方式1. 乙方仅能在XX平台上使用作品，对于任何其他使用场合需经过甲方书面同意。

2. 乙方不得向任何第三方出售、分发或传播作品。

第四条使用权授权1. 甲方同意并授权乙方在XX平台上使用作品，但所有使用均应符合法律法规规定。

2. 如乙方因作品使用而导致的任何法律纠纷，应由乙方承担全部责任，并赔偿因此给甲方造成的一切损失。

第五条违约责任1. 若乙方违反本协议任何条款，甲方有权随时终止乙方对作品的使用权，并保留追究乙方责任的权利。

2. 乙方违反本协议规定而给甲方造成经济损失的，应当依法承担赔偿责任。

第六条争议解决1. 本协议的有效性、解释及争议的解决，适用中华人民共和国法律。

2. 本协议签署地为XXX，如有争议，应当协商解决；协商不成的，可向有管辖权的人民法院提起诉讼。

第七条其他条款1. 本协议未约定的事项，甲乙双方可协商解决。

2. 本协议自双方签字盖章之日起生效。

甲方（签名）：乙方（签名）：日期：日期：篇2版权及注册声明协议书鉴于版权及注册申明在网络时代越来越重要，必须明确规定权利、义务等事项。

为明确双方合作关系，特制订版权及注册声明协议书，具体内容如下：一、版权声明1. 我们公司拥有本站点（包括但不限于文字、图片、视频等）的一切版权；2. 未经授权，任何组织或个人不得转载、复制、修改或用于其他用途。

二、注册声明1. 在注册时，用户应遵守中国相关法律法规，不得发布违法内容；2. 用户应妥善保管注册用户名与密码，因账号泄露所致损失由用户自行承担；3. 用户应自行承担注册信息的真实性及完整性，公司不承担任何法律责任。