5 Transfer of Rights The registration rights may be transferred to any

5 transfer of rights the registration rights may be

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(5) Transfer of Rights. The registration rights may be transferred to any transferee who acquires at least 20% of an Investor’s shares of Registrable Securities, provided the Company is given written notice thereof. Transfer of registration rights to a partner, member or affiliate of an initial holder of Registrable Securities does not require a share percentage threshold. (6) Termination. Registration rights terminate as to any holder, when all shares held by such holder can be sold under Rule 144 without volume limitations. (7) Other Provisions. Other provisions shall be contained in the Investor Rights Agreement and Purchase Agreement with respect to registration rights as are reasonable, including cross-indemnification, the 120 day period of time in which the Registration Statement shall be kept effective and underwriting agreements. Standoff Provisions: No holder of Preferred Stock (or Common Stock issued upon conversion of Preferred Stock) will sell shares within a maximum of 180 days of the effective date of the Company’s initial underwritten public offering provided that all directors, officers and other 1% shareholders are similarly bound. The Company will require all future holders of the Company’s Common and/or Preferred Stock and al l future holders of options or warrants to purchase the Company’s Common and/or Preferred Stock to execute a market stand-off agreement consenting to lockups pursuant to such terms described above. Preemptive Right: Each Major Investor shall have a right of participation to purchase a portion of any offering of new securities of the Company (other than securities issued to employees, directors or consultants and other customary exemptions) equal to the proportion which the number of shares of Preferred Stock held by such Investor (on an as-converted basis) bears to the Company’s fully -diluted capitalization (on an as- converted and as-exercised basis). Such right shall terminate immediately prior to closing of a Qualified IPO. Employee Pool: The Company’s unallocated employee option pool shall be __% (on a post financing basis). Drag-Along Right: In the event that [majority] of the Company’s outstanding Preferred Stock propose to sell their securities to a third party (whether pursuant to a merger, stock sale or similar transaction), all remaining stockholders of the Company shall approve the transaction and be required to transfer their securities on the same terms. Employee Matters : Purchased by: Richard Selby [email protected] on August 18, 2013
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Sand Hill Angels E-442 p. 18 Stock Vesting: Stock owned by [founder] and [founder] (the “ Founders ”) will be __% vested and __% subject to a repurchase right. The repurchase right shall last for [four] years from the date of Closing and will lapse monthly.
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