Series AA Investors Rights AgreementY Combinator系列AA投资者权利协议Y Combinator.docxVIP

- [COMPANY NAME] INVESTORS’ RIGHTS AGREEMENT This Investors’ Rights Agreement (this “Agreement”) is made as of [_________] [__], 20__ by and among [company name], a Delaware corporation (the “Company”) and the persons and entities (each, an “Investor” and collectively, the “Investors”) who are parties to that certain Series?AA Preferred Stock Purchase Agreement of even date herewith, among the Company and the investors listed on the Schedule of Investors thereto (the “Purchase Agreement”). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1. Recitals WHEREAS: Pursuant to the Purchase Agreement, it is a condition to the closing of the sale of the Series AA Preferred Stock (the “Shares”) that the Investors and the Company execute and deliver this Agreement. NOW, THEREFORE: In consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: Right of First Refusal Right of First Refusal to Significant Holders.? The Company hereby grants to each Investor who owns at least [___________] Shares or shares of the Company’s Common Stock issued upon conversion of the Shares (the “Conversion Stock”) (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and the like) (the “Significant Holders”), the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section?1.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Significant Holder’s pro rata share, for purposes of this right of first refusal, is equal to the ratio of (a) the number of shares of Common Stock owned by such Significant Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise of all outstanding convertibl