InvestorRightsAgreement(投资者权利协议).doc

Investor Rights Agreement(投资者权利协议)

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The Company and the Investors are entering into a Series A Preferred Stock Purchase Agreement (the Series A Agreement) of even date herewith, pursuant to which the Company shall sell, and the Investors shall acquire, s hares of the Company’s Series A Preferred Stock (the Series A Preferred ). The shares of Series A Preferred are referred to collectively herein as the Shares.

NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the parties agree as follows:

SECTION 1. RESTRICTIONS ON TRANSFERABILITY; REGISTRATION RIGHTS

1.1 Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

Commission shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

Conversion Shares means the Common Stock issued or issuable upon conversion of the Shares.

Exchange Act shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

Holder shall mean any Investor holding Registrable Securities and any person holding Registrable Securities to whom the rights under this Agreement have been transferred in accordance with Section 1.13 hereof. BBB(sb) shall be deemed to be a Holder, but only with respect to a registration effected pursuant to Section 1.6 below.

Initiating Holders shall mean any Investors or transferees of Investors under Section 1.13 hereof who in the aggregate are Holders of not less than fifty percent (50%) of the Registrable Securities.

The terms register, registered and registration refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.