Investor Rights Agreement

Investor Rights Agreement

This Investor Rights Agreement is made on [AGREEMENT DATE][ (the "Effective Date")] between [PARTY A NAME], whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and each investor listed in the [List of Investors], attached to this agreement (each, an "Investor", and collectively the "Investors").

The parties agree as follows (the capitalized terms used in this agreement, in addition to those above, being defined in section [DEFINITIONS]).

Registration Rights

Initiating Holder's Request to Register. If the Initiating Holders give [PARTY A] a written request to file a Registration Statement, [PARTY A] shall, within [10] Business Days' of the request, use reasonable efforts to

give written notice of the request to all Holders, and

file a Registration Statement and effect the registration of the Registrable Securities.

Underwritten Offering. If the Initiating Holders intend to distribute the Registrable Securities by means of an underwriting,

the Initiating Holders shall notify [PARTY A] of this intent in their written request under paragraph [INITIATION],

[PARTY A] shall notify all Holders of this intent,

any Holder intending to include its Registrable Securities in the registration shall participate in the underwriting,

a majority of the Initiating Holders shall select an underwriter (who may be suggested by any party or Holder), and

all Holders shall enter into an underwriting agreement with the underwriter the Initiating Holders select.

Pro-Rata Reduction of Registrable Securities. If the underwriter advises [PARTY A] to limit the number of securities to be underwritten, [PARTY A] shall

notify all Holders of the underwriter's advice,

remove all other [PARTY A] securities from the underwriting and registration,

reduce the number of Registrable Securities allocated to Holders in the underwritten Registration Statement on a pro rata basis, and

withdraw the removed Registrable Securities from the registration.

Timing of Registration

Conditions to Registration[PARTY A] will not be required to effect a registration under this section [REGISTRATION RIGHTS] until

until the [third] anniversary of the date of this agreement,

until [PARTY A] has made one effective registration under this section [REGISTRATION RIGHTS]

if within [30] Business Days of receiving the Initiating Holders' request, [PARTY A] notifies Holders of its intention to file for its Qualified IPO within [90] days, or

the Chairman of the Board delivers a signed certificate to the Initiating Holders stating that in the Board's good faith judgment, it would be detrimental to [PARTY A] and its stockholders for the Registration Statement to be effected at the time.

Deferred Registration. If [PARTY A] defers the registration under paragraph [CONDITIONS TO REGISTRATION] above, it shall make the filing no later than [120] Business Days after it received the Initiating Holders' request.

Qualified Cash IPO Registration

Notice to Holders. If [PARTY A] intends to register any of its stock through a Qualified IPO, solely for cash, [PARTY A] shall notify all Holders of this intent.

Requests to Register. If any Holder requests to register Registrable Securities in the Qualified IPO, [PARTY A] shall register each Holder's requested Registrable Securities within [20] Business Days' of the notice.

[PARTY A]'s Right to Withdraw[PARTY A] may withdraw any registration under this paragraph [QUALIFIED CASH IPO REGISTRATION] before its effectiveness.

[PARTY A] Bears Expenses[PARTY A] shall bear all expenses in connection with registrations under this paragraph [QUALIFIED CASH IPO REGISTRATIONS].

Piggyback Registration

Notice Requirement[PARTY A] shall give written notice of any proposed filing of a Registration Statement (whether for its own account or for the account of any holders of its Common Stock) to each Holder at least [10] Business Days' before the anticipated filing date.

Offer Opportunity to Register. [PARTY A] shall offer in its notice for each Holder to register as many shares of Registrable Securities the Holder requests, on the same terms and conditions as the Registration Statement.

Piggyback Registration Rights[PARTY A] will only be required to offer the such registration rights under this paragraph [PIGGYBACK REGISTRATION] either

after a Qualified IPO, or

if the underwriters for the primary offering approve that secondary shares be included.

S-3 Registration

Holder's Request to File an S-3. Subject to paragraph [EXCEPTIONS TO S-3 FILING OBLIGATION], if [PARTY A] receives a request from any Holder to effect a Form S-3 registration, [PARTY A] shall

give all other Holders written notice of the proposed registration and of any related qualification or compliance, and

within [20] Business Days of the request,

effect the requested registration, and all requested qualifications and compliances, and

facilitate the sale and distribution of all of or the portion of the Holder's Registrable Securities, together with the Registrable Securities of any other Holders joining in the request as specified ;

Exceptions to S-3 Filing Obligation[PARTY A] will not be required to effect any registration, qualification, or compliance under paragraph [HOLDER'S REQUEST TO FILE S-3] if

Form S-3 Registration is not available for the offering by the requesting Holders,

the requesting Holders, together with Holders of any other securities of [PARTY A] entitled to be included in the registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $[5,000,000],

the Chairman of the Board delivers a signed certificate to Holders stating that in the good faith judgment of the Board, it would be detrimental to [PARTY A] and its stockholders for the requested Registration Statement to be effected at the time, but that the requested filing will be made within [120] Business Days after receiving the Initiating Holders' request,

[PARTY A] has, within the [six] month period leading up to the date of the request, already effected [one] Form S-3 registration for Holders under this paragraph [S-3 REGISTRATION], or

it is within [180] Business Days after the effective date of a Registration Statement made under paragraph [QUALIFIED CASH IPO REGISTRATION].

File the Registration Statement. Registrations effected under this paragraph [S-3 REGISTRATIONS] will not be counted as demands for registrations under paragraphs [INITIATING HOLDERS' REQUEST TO REGISTER] or [QUALIFIED CASH IPO REGISTRATION].

[PARTY A]'s Obligations to Effect Statements. To effect a Registration Statement, [PARTY A] shall do the following.

Prepare, File, and Maintain Registration Statement. Subject to paragraph [DELAYED REGISTRATION], [PARTY A] shall

prepare and file the Registration Statement with the Commission, 

use reasonable efforts to cause the Registration Statement to become effective, and

use reasonable efforts to keep the Registration Statement effective for up to [30] Business Days' on the request of Holders with a majority of the registered Registrable Securities

Amendments and Supplements. [PARTY A] shall prepare and file with the Commission the necessary amendments and supplements to the Registration Statement, and the prospectus used in connection with the Registration Statement.

Furnish Required and Requested Documents. [PARTY A] shall furnish to Holders

the number of copies of a prospectus, including a preliminary prospectus, required under the Securities Act, and

other documents at the Holders' request.

Registration Under Other Securities Laws. [PARTY A] shall register and qualify the securities covered by the Registration Statement under the securities laws of other jurisdictions as requested by Holders.

Enter Underwriting Agreement. [PARTY A] shall enter into an underwriting agreement with

the managing underwriter of the offering, if applicable, and

each Holder participating in the underwriting.

Notice of Untruths or Omissions. [PARTY A] shall notify each Holder of Registrable Securities covered by the Registration Statement of any event that results in the prospectus included with the Registration Statement to contain any untrue statement of material fact or to omit any material fact required to be in the prospectus.

Obtain Supporting Document. In connection with any underwritten public offering, on the date the Registrable Securities are delivered to the underwriters for sale, [PARTY A] shall deliver, dated as of the date of the sale

a customary opinion from [PARTY A]'s counsel for the purpose of the registration, and

a customary letter from [PARTY A]'s independent certified public accountants.

Delayed Registration

Delay Registration to Avoid Registration. On written notice to the participating Holders, [PARTY A] may delay the filing or effectiveness of any Registration Statement, or suspend the use or effectiveness of any Registration Statement, for no more than [60] Business Days (the "Suspension Period"), if [PARTY A] believes that there is or may be in existence material nonpublic information or events involving [PARTY A], the failure of which to be disclosed in the prospectus included in the Registration Statement could result in a Violation.

Extended Delay[PARTY A] may extend the Suspension Period for an additional consecutive [60] Business Days, if it gets the consent of the Holders of a majority of the registered Registrable Securities under the applicable Registration Statement.

Holders Furnish Information, Securities, and Methods of Disposition. Each Holder shall furnish to [PARTY A] the

information regarding the Holder,

Holder's Registrable Securities, and

intended method of disposition of such securities, as required to effect registration of the Holder's Registrable Securities.

Delay of Registration. Holders may not seek an injunction restraining or otherwise delaying any registration as the result of any controversy arising out of the interpretation or implementation of this section [REGISTRATION RIGHTS].

Lock-Up Agreement

Lock-Up Period. Subject to paragraph [LIMITATIONS], for [180] Business Days from the effective date of a Registration Statement, Holders will not, in connection with a Qualified IPO, sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of [PARTY A] (other than those included in the registration), without written consent from [PARTY A] or its underwriters.

Limitations on Lock-Up Period. The obligations under [LOCK-UP PERIOD] do apply

if all of [PARTY A]'s officers and directors, and all [PARTY A]'s 1% or greater stockholders enter into similar agreements, 

to a registration relating solely to employee benefit plans, or

to a registration relating solely to a transaction under Rule 145 under the Securities Act.

Stop-Transfer Instructions[PARTY A] may impose stop-transfer instructions in connection with the securities of each Holder to enforce the provisions under this paragraph [LOCK-UP PERIOD].

Limitation on Subsequent Registration Rights. After the Effective Date, [PARTY A] will not enter into any agreement with any holder or prospective holder of [PARTY A] securities that grants the holder or prospective holder rights to demand that [PARTY A] register shares of its stock or include shares in a Registration Statement.

Termination of Registration Rights. [PARTY A]'s obligations to register Registrable Securities will terminate on the earliest of

[five] years after the closing of a Qualified IPO,

the date no Holder holds any Registrable Securities, or

an Acquisition.

Indemnification

Indemnification and Reimbursement by [PARTY A]

Indemnification for Holders. Subject to paragraph [EXCEPTIONS FOR PARTY A], if any Registrable Securities are included in a Registration Statement, [PARTY A] shall indemnify each Holder, the partners, officers, and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each other Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act, the Exchange Act, or other federal or state Law (each, a "Holder Indemnified Person"), against any Claims arising out of any Violation.

Reimbursement for Holders' Expenses. If any Registrable Securities are included in a Registration Statement, [PARTY A] shall reimburse each Holder Indemnified Person for any expenses reasonably incurred in connection with investigating or defending any such Claims.

Exceptions For [PARTY A]'s Indemnification Obligations

Consent to Settlements[PARTY A] will not be required to pay any amounts in settlement of any Claim unless it consents to the settlement in writing.

Violations in Reliance on Holder Indemnified Persons[PARTY A] will not be liable for any Claims based on a Violation that occurs in reliance on written information furnished by a Holder Indemnified Person expressly for use in connection with such registration.

Indemnification and Reimbursement by Holders

Indemnification for [PARTY A]. Each selling Holder shall indemnify [PARTY A]the partners, officers, and directors of [PARTY A], any underwriter (as defined in the Securities Act) for [PARTY A] and each other Person, if any, controlling [PARTY A] or underwriter within the meaning of the Securities Act, the Exchange Act, or other federal or state Law (each, a "[PARTY A] Indemnified Person"), against any Claims (joint or several) arising out of any Violation, in each case to the extent the Violation occurs in reliance on written information furnished by the Holder expressly for use in connection with the registration.

Reimbursement for [PARTY A]'s Expenses. Each selling Holder shall reimburse for any legal or other expenses reasonably incurred by any [PARTY A] Indemnified Person, in connection with investigating or defending any such Claim.

Exceptions For Holders' Indemnification Obligations

Consent to Settlement. A Holder will not be required to pay any amounts in settlement of any Claim, unless it consents to the settlement in writing.

Cap on Indemnification. No Holder will be required to indemnify any party under this paragraph [INDEMNIFICATION AND REIMBURSEMENT BY HOLDERS] for losses, damages, or expenses exceeding the net proceeds the Holder received form the offering.

Definitions

Violation. (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law;

Assignment of Registration Rights. A Holder may assign its registration rights under section [REGISTRATION RIGHTS] (but only if assigned with all related obligations) to a transferee of such securities that

is a Subsidiary, parent, partner, limited partner, retired partner or stockholder of a Holder,

is a Holder's family member, or trust for the benefit of an individual Holder, or 

who after such transfer, holds at least [250,000] shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations or the like), provided that the

Holder delivers to [PARTY A] written notice of the name and address of the transferee,

(ii) transferee agrees in writing to be bound by this agreement, and

(iii) assignment will be effective only if immediately following the transfer the transferee's further disposition of the securities is restricted under the Securities Act.

Rule 144 Reporting. [PARTY A] shall

make and keep public information available (as those terms are understood and defined in Rule 144 of the Securities Act) after the effective date of the first Registration Statement,

file with the Commission all reports and other documents required from [PARTY A] under the Exchange Act, and

on the written request of a Holder owning Registrable Securities, furnish to the Holder a certificate of [PARTY A]'s compliance with the reporting requirements of Rule 144 of the Securities Act and of the Exchange Act.

Restrictions on Transfer

No Transfer Without Registration Statement. Subject to paragraph [EXCEPTIONS TO TRANSFER RESTRICTIONS], no Holder will dispose of all or any portion of its Registrable Securities unless and until a Registration Statement covers that proposed disposition.

Exceptions to Transfer Restrictions. The restrictions under paragraph [NO TRANSFER WITHOUT REGISTRATION STATEMENT] do not apply if

the transferee has agreed in writing to the terms of this agreement, and

if the transfer by a Holder, that is

a partnership transferring to its partners or former partners in accordance with partnership interests,

a corporation transferring to a wholly-owned Subsidiary or a parent corporation that owns all of the capital stock of Holder,

a limited liability company transferring to its members or former members according to their interest in the limited liability company, or

an individual transferring to a Holder's family member or trust for the benefit of that Holder.

Legends Required on Certificates. [PARTY A] shall mark each certificate representing Registrable Securities with the following legends (in addition to any legend required under applicable state securities Laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

1.1. Expenses of Registration. The Company will pay all expenses of each registration; provided, however, that the Company will not pay for expenses of any registration that is subsequently withdrawn at the request of Holders holding a majority of the Registrable Securities.

Registration Expenses

[PARTY A]'s Obligations to Pay. Subject to paragraph [WITHDRAWN REGISTRATIONS], [PARTY A] shall pay

all expenses of each registration (other than underwriting discounts and commissions incurred in connection with registrations, filings, or qualifications), and

the reasonable fees and disbursements of one counsel for the selling Holders, not to exceed [$25,000], selected by the Holders with [PARTY A]'s approval.

Withdrawn Registrations[PARTY A] will not pay expenses for any registration that is subsequently withdrawn at the request of Holders holding a majority of the Registrable Securities.

[PARTY A]'s Representations

Organized. [PARTY A] is organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organization.

Authorized to do Business. [PARTY A] has all requisite power and authority to own, operate, and lease its properties, and carry on its business as and where that business is currently conducted.

Qualified. [PARTY A] is licensed or qualified to do business, and is in good standing in each jurisdiction in which the nature of its business, or the character or location of its owned or leased properties and assets, makes licensing or qualification necessary, except where failure to quality does not constitute a Material Adverse Effect.

Authority. [PARTY A] has the requisite [corporate] power and authority to enter into this agreement.

Capacity. [PARTY A] has the capacity to enter into the agreement.

Executed. [PARTY A] has executed and delivered this agreement.

Enforceable. This agreement constitutes a legal, valid, and binding obligation, enforceable against [PARTY A].

No Conflicts

No Restriction. [PARTY A] is under no restriction or obligation that could affect its performance of its obligations under this agreement. 

No Violation, Breach, or Conflict. [PARTY A]'s execution, delivery, and performance of this agreement and the other documents to which it is a party, and the consummation of the transactions contemplated in this agreement, do not and will not result in its violation or breach of any

provision of its certificate of incorporation or bylaws,

applicable Law or Order, or

other agreement it is a party to[, or

except as listed in [PARTY A]'s Disclosure Schedule, require the consent of any Person, or conflict with, result in a violation or breach of, constitute a default under, or result in the acceleration of any Material Contract].

Capitalization

Authorized Capital Stock. [PARTY A]'s authorized capital stock consists of [SHARES OF [PARTY A] COMMON STOCK] shares of [PARTY A] Common Stock, and [SHARES OF [PARTY A] PREFERRED STOCK] shares of [PARTY A] Preferred Stock.

Authorized and Valid. All of [PARTY A]'s issued and outstanding shares of Common Stock and Preferred Stock have been authorized, are fully paid, and non-assessable.

No Options. [PARTY A]'s Common Stock and Preferred Stock, including any other equity interests relating to such stock or the price of such stock, are not subject to any options, warrants, calls, subscriptions, or other rights, agreements, arrangements, or commitments of any character, in each case, obligating the [PARTY A] or its Subsidiaries to issue, sell or grant any Common Stock or Preferred Stock.

Subsidiaries

Disclosure. [PARTY A]'s Disclosure Schedule lists each of its Subsidiaries, identifies the jurisdiction of formation, and names of the officers and directors of each of its Subsidiaries.

Ownership. [PARTY A] owns, directly or indirectly, of record and beneficially all of the outstanding equity interests of each Subsidiary, free and clear of all Encumbrances.

Organization and Power. Each Subsidiary is a corporation, partnership, or limited liability company, incorporated, organized, existing, and in good standing under the laws of its jurisdiction of incorporation or organization.

Authority. Each Subsidiary has all requisite corporate power and authority to own, operate, lease, and encumber its properties and carry on its business as currently conducted, except as would not, individually or in the aggregate, have a Material Adverse Effect.

Qualification. Each Subsidiary is licensed or qualified to do business as a foreign corporation, partnership, or limited liability company, as applicable, in each other jurisdiction in which such qualification is necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, have a Material Adverse Effect. 

No Legal Proceedings

No Legal Proceedings. Except as listed in [PARTY A]'s Disclosure Schedule, it is not subject to any pending, or to its Knowledge, threatened, Legal Proceedings against or affecting its business, assets, or property, that could reasonably be expected to have a Material Adverse Effect or otherwise restrict its ability to complete this agreement.

No Grounds for Future Proceedings. To [PARTY A]'s Knowledge, there are no grounds on which any Legal Proceeding one could reasonably expect to have a Material Adverse Effect might commence against [PARTY A] with any reasonable likelihood of success.

Conduct in Ordinary Course and Absence of Certain Changes. Except as listed in [PARTY A]'s Disclosure Schedule, from [MONTH, YEAR] through the Effective Date,

except for the negotiation, execution, and delivery of this agreement, [PARTY A], and its Subsidiaries, has conducted [PARTY A]'s business in the ordinary course of business consistent with past practice in all material respects,

there has not been any event, development, or state of circumstances that would have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on [PARTY A], and

except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on [PARTY A], [PARTY A] has not, and none of its Subsidiaries have, suffered any loss, damage, destruction, or other casualty affecting any of its properties or assets, whether or not covered by insurance.

Confidentiality

Confidentiality Obligations. During the Term and for [RESTRICTED PERIOD YEARS] years after the Term (the "Restricted Period"), [PARTY B] shall hold in confidence all Confidential Information [PARTY A] discloses to it under this agreement.

Use Solely for Purpose. [PARTY B] may only use Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose], except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. [PARTY B] may disclose Confidential Information to its Representatives

if and to the extent that [PARTY A] consents in writing to such disclosure, or

to the [PARTY B]'s officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. [PARTY B] may disclose Confidential Information if it is required to do so by Law but only if [PARTY B]

gives [PARTY A] Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with [PARTY A] in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, [PARTY B] shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. [PARTY B] will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. [PARTY B] may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. [PARTY B] will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without [PARTY A]'s written consent.

Confidentiality

Confidentiality Obligations. During the Term and for [RESTRICTED PERIOD YEARS] years after the Term (the "Restricted Period"), each party (as a receiving party) shall hold in confidence all Confidential Information the other party (as a disclosing party) discloses to it under this agreement.

Use Solely for Purpose. A receiving party may only use Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. A receiving party may disclose Confidential Information to its Representatives

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. A receiving party may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.

Confidentiality Obligations. The parties shall continue to be bound by the terms of the Non-Disclosure Agreement between the parties, dated [DATE] and attached to this agreement.

Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.

Confidentiality

Confidentiality Obligations. During the Term and for [RESTRICTED PERIOD YEARS] years after the Term (the "Restricted Period"), each party (as a receiving party) shall hold in confidence all Confidential Information the other party (as a disclosing party) discloses to it under this agreement.

Use Solely for Purpose. A receiving party may only use Confidential Information according to the terms of this agreement and solely for the Purpose.

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

Notice. A receiving party shall notify the disclosing party if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligations. During the Term and for [RESTRICTED PERIOD YEARS] years after the Term (the "Restricted Period"), [PARTY B] shall hold in confidence all Confidential Information [PARTY A] discloses to it under this agreement.

Use Solely for Purpose. [PARTY B] may only use Confidential Information according to the terms of this agreement and solely for the Purpose

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement,

[PARTY A] consents to in writing, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Covenants of the Company. The Company agrees, so long as Holder owns at least [500,000] shares of Registrable Securities, as follows:

Board of Directors.

Election of Directors. The Company will establish and maintain the number of persons comprising the Board as determined in its Bylaws, and Investors will elect as directors [ ] directors designated by [DESIGNATING INVESTOR] who shall initially be [INITIAL DIRECTORS].

Expenses. The Company will reimburse directors for up to [$5,000] of out-of-pocket expenses incurred in attending Board and meetings.

Removal of Directors; Filling of Vacancies. Each Investor agrees to remove any director when such removal is requested for any reason, with or without cause, by Investor that designated such director for election. In the case of the death, resignation or removal of a director, each Investor will vote all shares owned by it to elect another person designated by the same Investor that designated the deceased, resigning or removed director if, at the time such vacancy occurs, such Investor retains the right to have a person designated by it.

Information Rights. Upon the request of a Major Investor, the Company will deliver:

a balance sheet and a statement of income cash flows of the Company, for such year, within [90] days after the end of each fiscal year; and

an annual budget and operating plans for each fiscal year at least [10] days before the beginning of such fiscal year.

2.1 Inspection. The Company permits each Major Investor, at such Major Investor's expense, to visit and inspect the Company's properties during its normal hours of operation, to examine its books of account and records and to discuss the Company's affairs, finances and accounts with its officers, after Investor provides the Company at least [5] business days notice of such intent and no more than [1] time[s] per fiscal year. The Company is not obligated to provide access to any information which it considers to be a trade secret or similar confidential information.

Right of First Offer. The Company grants each Investor the right to purchase its pro-rata proportion of all or any part of New Securities if the Company proposes to sell or issue them. If the Company proposes to sell or issue any New Securities, it will first make an offering of such New Securities to each Investor as follows:

The Company will deliver an Offer Notice to each Investor.

Investor may elect to purchase, at the price and on the terms specified in the Offer Notice, up to Investor's pro-rata proportion of such New Securities by delivering written notice to the Company within [20] days after receiving the Offer Notice. Investor's pro-rata proportion shall equal the proportion that the number of shares of Common Stock issued and held (and any other securities convertible into shares of Common Stock then held) by such Investor bears to the total number of shares of the CompanyGÇÖs Common Stock then issued and outstanding (on an as-converted basis).

If all New Securities referred to in the Offer Notice are not purchased by Investor, the Company may, during the [90] day period following the expiration of the period provided in Section [__], offer the remaining unsubscribed portion of such New Securities to any Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not completed within [30] days of signing, this right of first offer is revived and such New Securities cannot be offered unless first reoffered to Investors in accordance with this Section [__].

The right of first offer in this Section [__] does not apply to the following securities issuances:

in connection with a stock split or dividend, or a recapitalization or reorganization of the Company;

under an employee stock option plan, stock purchase plan, or similar benefit program or agreement, where the primary purpose is not to raise additional equity capital for the Company;

securities issued as direct consideration in connection with a bona fide business acquisition by the Company (whether by merger, consolidation or otherwise);

upon the exercise of warrants or options, or upon the conversion of convertible securities, outstanding as of the date above or as to which Investor has been previously offered the right to participate as contemplated by this Section [__]; and

securities issued in a transaction registered under the Securities Act.

Termination of Covenants. The covenants in this Section [__] will terminate:

immediately before the consummation of a Qualified IPO,

when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or

upon the closing of an Acquisition.

Covenants of [PARTY A]

Elect Board of Directors

Number of Directors[PARTY A] shall maintain a Board comprised of [NUMBER OF DIRECTORS] Persons.

Elect Initial Directors. The Investors shall elect the initial group of directors to sit on the Board, as designated by [NAME OF DESIGNATING DIRECTOR].

Board Observers and Committees

Appoint Observers[NAME OF DESIGNATING DIRECTOR] shall appoint one or more Persons to observe and participate in discussions at all Board and committee meetings

Right to Observe. Subject to paragraph [EXCLUSIONS FOR PRIVILEGE OR CONFLICTS], appointed observers may observe and participate in discussions at all Board and committee meetings.

Exclusions for Privilege or Conflicts. The Board or committees can exclude observers from all or part of a meeting, or from receiving related materials, when, in the Board or committee's discretion, exclusion is necessary to preserve attorney-client privilege or avoid any conflicts of interest.

Expenses. [PARTY A] shall reimburse directors and observers for up to $[5,000] of out-of-pocket expenses incurred in attending Board and committee meetings.

Removal of Directors; Filling of Vacancies

Removal on Request. On the request of [PARTY A] or any Investor, the investors shall remove any director designated or elected by an Investor.

Filling Vacancies. If a director dies, resigns, or is removed from the Board,

if the Investor who designated the dead, resigned, or removed director still has the right to designate and elect directors, that Investor shall designate another Person to fill the vacant place on the Board, and

each other Investor shall vote all shares its owns to elect that newly-designated Person to the Board.

Information Rights. On the request of an Investor that holds at least [500,000] shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, or the like) (each, a "Major Investor"), [PARTY A] shall

within [90] Business Days after the end of the then-current fiscal year, deliver a copy of [PARTY A]'s balance sheet and statement of income cash flows, for that then-current fiscal year, and

within [10] Business Days before the beginning of the next fiscal year, deliver a copy of [PARTY A]'s annual budget and operating plans that coming fiscal year.

Inspection

Annual Right to Inspect. Once per year, and within [five] Business Days of receiving notice from a Major Investor, [PARTY A] shall permit the requesting Major Investor, at the Major Investor's expense and during [PARTY A]'s normal business hours, to visit and inspect [PARTY A]'s properties, examine its books and records, and to discuss [PARTY A]'s affairs, finances, and accounts with [PARTY A]'s officers.

Trade Secrets and Confidential Information[PARTY A] will not be required to provide Major Investors access to any information [PARTY A] considers a trade secret or confidential information.

Right of First Offer. Subject to paragraph [EXCEPTIONS FROM THE RIGHT OF FIRST OFFER], if [PARTY A] proposes to sell or issues any new shares of, securities convertible into, or securities exercisable for any shares of, any class of [PARTY A]'s capital stock, (the "New Shares"), [PARTY A] shall allow each Investor the right to purchase the Investor's pro-rata proportion (described in paragraph [PRO-RATA PORTION] below) the the New Shares according to the following paragraphs.

Notice to Investors. Before offering the New Shares, [PARTY A] shall notify each Investor of the proposed offer, including the price, terms, and conditions of the offer (the "Offer Notice").

Election to Purchase. Each Investor may elect to purchase, at the price and on the terms specified in the Offer Notice, up to each Investor's pro-rata proportion (described in paragraph [PRO-RATA PORTION] below) of the New Shares, by giving [PARTY A] written notice within [20] Business Days after receiving the Offer Notice.

Pro-Rata Proportion. An Investor's pro-rata proportion will be equal to the proportion of

the number of shares of issued Common Stock the Investor holds (and any other securities the Investor holds that are convertible into shares of Common Stock),

to the total number of shares of Common Stock then issued and outstanding (on an as-converted basis).

Public Offer

Ninety Business Day Public Offering Period.  If all New Shares referred to in the Offer Notice are not purchased by Investors during the [20] Business Day period under paragraph [ELECTION TO PURCHASE], [PARTY A] may, during the [90] Business Day' period following the expiration of that [20] Business Day period , offer the remaining unsubscribed portion of the New Shares to any Persons at a price no less than, and on terms no more favorable than those in the Offer Notice.

Re-Offer to Investors. If [PARTY A] does not enter into an agreement for the sale of the new securities within the 90 Business Day' public offering period, or if an agreement is not completed within [30] Business Days' of signing, the right of first offer under paragraph [RIGHT OF FIRST OFFER] will be revived, and the New Shares cannot be offered unless first re-offered to Investors according to paragraph [RIGHT OF FIRST OFFER].

Exceptions from the Right of First Offer. The right of first offer in this paragraph [RIGHT OF FIRST OFFER] will not apply securities issued

in connection with a stock split or dividend, a recapitalization, or reorganization of [PARTY A],

under an employee stock option plan, stock purchase plan, or similar benefit program or agreement, where the primary purpose is not to raise additional equity capital for [PARTY A],

securities issued as direct consideration in connection with a bona fide business acquisition by [PARTY A] (whether by merger, consolidation, or otherwise),

on the exercise of warrants, options, or the conversion of convertible securities,

that are outstanding as of [DATE], or

as to which the holding Investor has been previously offered the right to participate as contemplated under this paragraph [RIGHT OF FIRST OFFER], and

securities issued in a transaction registered under the Securities Act.

Termination of Covenants. [PARTY A] will no longer be obligated by the covenants in this paragraph [COVENANTS OF PARTY A],

immediately before the consummation of a Qualified IPO,

when [PARTY A] first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or

on the closing of an Acquisition.

Reservation of Common Stock. [PARTY A] shall maintain sufficient shares of Common Stock issuable on conversion of Preferred Stock.

Covenants of [PARTY A]

Elect Board of Directors

Number of Directors[PARTY A] shall maintain a Board comprised of [NUMBER OF DIRECTORS] Persons.

Elect Initial Directors. The Investors shall elect the initial group of directors to sit on the Board, as designated by [NAME OF DESIGNATING DIRECTOR].

Board Observers and Committees

Appoint Observers[NAME OF DESIGNATING DIRECTOR] shall appoint one or more Persons to observe and participate in discussions at all Board and committee meetings

Right to Observe. Subject to paragraph [EXCLUSIONS FOR PRIVILEGE OR CONFLICTS], appointed observers may observe and participate in discussions at all Board and committee meetings.

Exclusions for Privilege or Conflicts. The Board or committees can exclude observers from all or part of a meeting, or from receiving related materials, when, in the Board or committee's discretion, exclusion is necessary to preserve attorney-client privilege or avoid any conflicts of interest.

Expenses. [PARTY A] shall reimburse directors and observers for all out-of-pocket expenses incurred in attending Board and committee meetings.

Removal of Directors; Filling of Vacancies

Removal on Request. On the request of [PARTY A] or any Investor, the investors shall remove any director designated or elected by an Investor.

Filling Vacancies. If a director dies, resigns, or is removed from the Board,

if the Investor who designated the dead, resigned, or removed director still has the right to designate and elect directors, that Investor shall designate another Person to fill the vacant place on the Board, and

each other Investor shall vote all shares its owns to elect that newly-designated Person to the Board.

Information Rights. On the request of an Investor that holds at least [500,000] shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, or the like) (each, a "Major Investor"), [PARTY A] shall 

within [60] Business Days' after the end of the current fiscal year, deliver to that Major Investor a copy of [PARTY A]'s balance sheet and a statement of income cash flows for the current fiscal year, audited by independent public accountants of national standing and selected by the Board, and

within [30] Business Days' after the end of the first, second, and third quarterly accounting periods the current fiscal year, deliver to that Major Investor copies of [PARTY A]'s statement of income and statement of cash flows for the first, second, and third quarterly periods, and for the current fiscal year to date, and

within [30] Business Days' before the beginning of the next fiscal year, deliver to that Major Investor a copy of [PARTY A]'s annual budget and operating plans.

Inspection

Right to Inspect. Subject to paragraph [TRADE SECRETS AND CONFIDENTIAL INFORMATION], on reasonable notice from a Major Investor, [PARTY A] shall allow the requesting Major Investor, at the Major Investor's expense and during normal business hours, to visit and inspect [PARTY A]'s properties, books and records, and to discuss [PARTY A]'s affairs, finances, and accounts with [PARTY A]'s officers.

Trade Secrets and Confidential Information. [PARTY A] will not be required to provide Major Investors access to any information [PARTY A] considers a trade secret or confidential information.

Right of First Offer. Subject to paragraph [EXCEPTIONS FROM THE RIGHT OF FIRST OFFER], if [PARTY A] proposes to sell or issues any new shares of, securities convertible into, or securities exercisable for any shares of, any class of [PARTY A]'s capital stock, (the "New Shares"), [PARTY A] shall allow each Investor the right to purchase the Investor's pro-rata proportion (described in paragraph [PRO-RATA PORTION] below) the the New Shares according to the following paragraphs.

Notice to Investors. Before offering the New Shares, [PARTY A] shall notify each Investor of the proposed offer, including the price, terms, and conditions of the offer (the "Offer Notice").

Election to Purchase. Each Investor may elect to purchase, at the price and on the terms specified in the Offer Notice, up to each Investor's pro-rata proportion (described in paragraph [PRO-RATA PORTION] below) of the New Shares, by giving [PARTY A] written notice within [20] Business Days after receiving the Offer Notice.

Pro-Rata Proportion. An Investor's pro-rata proportion will be equal to the proportion of

the number of shares of issued Common Stock the Investor holds (and any other securities the Investor holds that are convertible into shares of Common Stock),

to the total number of shares of Common Stock then issued and outstanding (on an as-converted basis).

Public Offer

Ninety Business Day Public Offering Period.  If all New Shares referred to in the Offer Notice are not purchased by Investors during the [20] Business Day period under paragraph [ELECTION TO PURCHASE], [PARTY A] may, during the [90] Business Day' period following the expiration of that [20] Business Day period , offer the remaining unsubscribed portion of the New Shares to any Persons at a price no less than, and on terms no more favorable than those in the Offer Notice.

Re-Offer to Investors. If [PARTY A] does not enter into an agreement for the sale of the new securities within the 90 Business Day' public offering period, or if an agreement is not completed within [30] Business Days' of signing, the right of first offer under paragraph [RIGHT OF FIRST OFFER] will be revived, and the New Shares cannot be offered unless first re-offered to Investors according to paragraph [RIGHT OF FIRST OFFER].

Exceptions from the Right of First Offer. The right of first offer in this paragraph [RIGHT OF FIRST OFFER] will not apply securities issued

in connection with a stock split or dividend, a recapitalization, or reorganization of [PARTY A],

under an employee stock option plan, stock purchase plan, or similar benefit program or agreement, where the primary purpose is not to raise additional equity capital for [PARTY A],

securities issued as direct consideration in connection with a bona fide business acquisition by [PARTY A] (whether by merger, consolidation, or otherwise),

on the exercise of warrants, options, or the conversion of convertible securities,

that are outstanding as of [DATE], or

as to which the holding Investor has been previously offered the right to participate as contemplated under this paragraph [RIGHT OF FIRST OFFER], and

securities issued in a transaction registered under the Securities Act.

Termination of Covenants[PARTY A] will no longer be obligated by the covenants in this paragraph [COVENANTS OF PARTY A],

immediately before the consummation of a Qualified IPO,

when [PARTY A] first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or

on the closing of an Acquisition.

Reservation of Common Stock. [PARTY A] shall maintain sufficient shares of Common Stock issuable on conversion of Preferred Stock.

Termination. This agreement will terminate on the earlier of the Business Day

immediately before the closing of an Acquisition, or

that is [five] years following the closing of a Qualified IPO.

Definitions

"Acquisition" means 

(a) any sale, conveyance, or other disposition of all or substantially all of [PARTY A]'s property or business,

(b) [PARTY A]'s merger or consolidation with or into any other corporation (other than a wholly-owned Subsidiary), or

(c) any other transaction or series of related transactions (other than equity financing transactions for the purpose of raising capital) in which [PARTY A]  shareholders immediately preceding the transaction or series of related transactions hold, after the transaction or series of related transactions, less than 50% of the voting power of the resulting corporation or entity and less than 50% of the voting power of its ultimate corporate parent, if applicable, but

"Acquisition will not include a merger effected solely for the purpose of changing [PARTY A]'s domicile. 

"Board" means [PARTY A]'s board of directors.

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.

"Claim" means any claim, liability, or expense (including legal fees) a Person may become subject under the Securities Act, Exchange Act, or other applicable Law.

"Commission" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

"Common Stock" means [PARTY A]'s common stock, [DESCRIBE THE CLASS OF COMMON STOCK].

"Form S-3" means the form under the Securities Act in effect on the Effective Date or any successor form under the Securities Act that is intended to be used as a short form for the registration of securities.

"Initiating Holders" means Holders of at least fifty percent (50%) of the Registrable Securities then outstanding.

"Investor" is defined in the introduction to this agreement.

"Holders" means any Person owning or having the right to acquire Registrable Securities, or any assignee of such Person according to section [ASSIGNMENT OF REGISTRATION RIGHTS].

"Holder Indemnified Person" is defined in section [INDEMNIFICATION].

"Law" means

(a) any law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

"Major Investor" is defined in section [COVENANTS OF PARTY A].

"New Shares" is defined in section [RIGHT OF FIRST REFUSAL].

"Preferred Stock" means [PARTY A]'s preferred stock, [DESCRIBE THE CLASS OF PREFERRED STOCK].

"Qualified IPO" means [PARTY A]'s firm commitment underwritten public offering of its Common Stock under a registration statement on Form S-1 (or any successor form) under the Securities Act, with a public offering price at least $5.00 per share (appropriately adjusted for any stock split, dividend, combination, recapitalization or similar event), and which results in aggregate cash proceeds to [PARTY A] of at least $[40,000,000] (before payment of underwriter's discounts and commissions).

"Registrable Securities" means 

(a) the shares of Common Stock issuable or issued on conversion of the Preferred Stock,

(b) any Common stock or any Common Stock issued or issuable (directly or indirectly) on conversion or exercise of any other [PARTY A] securities of the acquired by the Investors after the Effective Date,

(c) the shares of Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares listed in this or the preceding two sub-paragraphs, and

(d) as approved by the Board,

(i) any other shares of Common Stock issued (or issuable on the conversion or exercise of any warrant, right, or other security which is issued) from time to time to landlords, financial institutions, or equipment lessors in connection with real estate transactions, commercial credit arrangements, or equipment financings outstanding on the Effective Date as listed on [ATTACHMENT], and

(ii) any other shares of Common Stock issued after the Effective Date (or issuable upon the conversion or exercise of any warrant, right or other security which is issued) to landlords, financial institutions, or equipment lessors as required in connection with real estate transactions, commercial credit arrangements or equipment financings, provided that the net cumulative aggregate number of shares subject to these issuances does not exceed, 500,000 shares (as adjusted for any stock splits, stock dividends, and similar recapitalization events), and such landlords, financial institutions, or equipment lessors agree to become parties to and be bound by this agreement, but

the shares of Common Stock issued under this sub-paragraph beginning with "as approved by the Board" will not be deemed Registrable Securities for the purposes of Sections 2.1, 2.3 or 4 of this agreement.

"Registration Statement" means a registration statement in compliance with the Securities Act and the applicable rules and regulations under the act.

"Securities Act" means the Securities Act of 1933, as amended.

"Subsidiary" means any legal entity that

(a) a party owns more than 50% of the entity's outstanding voting securities or equity interests, or

(b) of which a party is a general partner (excluding partnerships in which such party or any Subsidiary of such party does not have a majority of the voting interests in such partnership).

"Suspension Period" is defined in section [REGISTRATION RIGHTS].

"Violation" is defined in section [INDEMNIFICATION].

General Provisions

Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,

contain all the terms the parties agreed to relating to the subject matter, and

replace all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Binding Effect. This [agreement /plan] will benefit and bind the parties and their respective heirs, successors, and permitted assigns.

Severability. If any part of this [agreement /plan] is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE] in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Notices

Form of Notice. All notices and other communications between the parties must be in writing.

Method of Notice. The parties shall give all notices and communications between the parties by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this [agreement / plan] will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

Interpretation. Each party has had adequate opportunity to review this agreement. Any interpretation of this agreement shall be made without regard to authorship or negotiation.

Interpretation

References to Specific Terms

Accounting Principles. Unless otherwise specified, where the character or amount of any asset or liability, item of revenue, or expense is required to be determined, or any consolidation or other accounting computation is required to be made, that determination or calculation will be made in accordance with the generally accepted accounting principles defined by the professional accounting industry in effect in the United States ("GAAP").

Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.

"Including." Where this agreement uses the word "including," it means "including without limitation," and where it uses the word "includes," it means "includes without limitation."

"Knowledge." Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement,] is expressed by a party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:

the then-current, actual knowledge of the directors and officers of that party, and

the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.

Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.

Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.

Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.

Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. [TIME ZONE] Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. [TIME ZONE] Time on the next Business Day.

Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.

Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of [this agreement/[SPECIFIED AGREEMENTS]] will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of [this agreement / [SPECIFIED AGREEMENTS].

Waiver

Affirmative Waivers. Neither party's failure or neglect to enforce any of rights under this agreement will be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Attorney Fees. In the event of any action arising out of or relating to this agreement, [PARTY A] shall bear all expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. In the event of any action arising out of or relating to this agreement, each party shall bear its own expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. If either party brings an Action to enforce its rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the Action and any appeal from the losing party.

Aggregation of Stock. All shares of Registrable Securities held by Affiliates, Persons, or other entities under common management or control will be aggregated together for the purpose of determining the availability of any rights under this agreement.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a writing signed by both parties.

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]