private equity credit agreement 私募股权投资协议（范本）.docVIP

PRIVATE EQUITY CREDIT AGREEMENT BY AND BETWEEN A, a corporation AND B, a company Dated as of , 2010  This PRIVATE EQUITY CREDIT AGREEMENT is entered into as of 2010 (this AGREEMENT), by and between A, a Islands limited liability company (INVESTOR), and B, a Delaware corporation (the COMPANY). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company may issue and sell to Investor, from time to time as provided herein, and Investor shall purchase, shares of the Common Stock (as defined below) with an aggregate purchase price not to exceed $ ; and WHEREAS, such investments will be made in reliance upon the provisions of Section 4(2) (SECTION 4(2)) of the Securities Act of 1933 and the rules and regulations promulgated thereunder (the SECURITIES ACT), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments in Common Stock to be made hereunder. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I CERTAIN DEFINITIONS Section 1.1 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined). AFFILIATE shall mean, with respect to the Person referred to any officer, director, or employee of the Person, and any Person who controls that Person within the meaning of Section 20 of the Exchange Act and Section 15 of the Securities Act. AGREEMENT shall have the meaning specified in the preamble hereof. BID PRICE shall mean the closing bid price of the Common Stock on the Principal Market. 1 BY-LAWS shall have the meaning s