投资协议合同（12个合同范本）

INVESTOR'S RIGHTS AGREEMENT

* Confidential treatment has been requested for the omitted portions of this agreement, which request has been filed separately with the Securities and Exchange Commission.

THIS INVESTOR'S RIGHTS AGREEMENT (this "Agreement"), dated as of _________,_________,_________(M,D,Y), between AAA INC., a _________ corporation (the "Company"), and BBB BV, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), organized under the laws of The _________(the "Investor"), and a subsidiary of CCC Corporation, a _________corporation.

RECITALS

WHEREAS, the Company and the Investor are parties to the Common Stock and Warrant Purchase Agreement, dated as of _________,_________,_________(M,D,Y), (as the same may be amended from time to time, the "Purchase Agreement");

WHEREAS, in order to induce the Company to approve the issuance of common stock, par value $,_________ per share, of the Company (the "Common Stock"), and to induce the Investor to invest funds in the Company pursuant to the Purchase Agreement, the Investor and the Company hereby agree to enter into this Agreement which shall set forth the rights of the Investor to cause the Company to register shares of Common Stock issued or issuable to the Investor under the Purchase Agreement and certain other matters as set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Investor hereby agree as follows:

1. Definitions. Unless otherwise defined herein, the terms below shall have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

(a) "13D Group" means any group of persons formed for the purpose of acquiring, holding, voting or disposing of Voting Stock which would be required under Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder, to file a statement on Schedule 13D (a "Schedule 13D") pursuant to Rule 13d1(a) of the rules and regulations promulgated under the Exchange Act or a Schedule 13G pursuant to Rule 13d1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Voting Stock representing more than 5% of any class of Voting Stock then outstanding.

(b) "Affiliate" means, with respect to any specified Person, any Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

(c) "Business Day" shall mean any day that is not a Saturday, a Sunday or a day on which commercial banks are required or permitted by law to be closed in San Jose, California or Helsinki, Finland and any days not referred to as Business Days shall be calendar days.

(d) "Calculated Percentage" shall mean the Investor's percentage of ownership of the outstanding Common Stock determined by dividing (i) the number of shares of Common Stock held by the Investor on the determination date by (ii) the number of shares of Common Stock outstanding on the determination date, excluding the Excluded Securities (as defined below) with respect to which the Investor did not exercise its rights to purchase shares of Common Stock pursuant to Section 8(b).

(e) "Change of Control Transaction" means any of the following: (i) any sale, lease, exchange, transfer or other disposition of all or substantially all of the assets of the Company; or (ii) any consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; or (iii) any transaction as a result of which (A) any person or entity that is a strategic investor either (1) becomes the "beneficial owner" (as defined in Rule 13d3 under the Exchange Act), directly or indirectly, of securities of the Company representing greater than 50% of the total voting power represented by the Company's then outstanding voting securities or (2) becomes the "beneficial owner" (as defined in Rule 13d3 under the Exchange Act), directly or indirectly, of securities of the Company representing greater than 35% of the total voting power represented by the Company's then outstanding voting securities and obtains the voting power or right to designate a majority of the members on the Board of Directors of the Company (the "Company Board") after such transaction is consummated or (B) any person or entity that is a financial investor becomes the "beneficial owner" (as defined in Rule 13d3 under the Exchange Act), directly or indirectly, of securities of the Company representing greater than 50% of the total voting power represented by the Company's then outstanding voting securities and obtains the voting power or right to designate a majority of the members on the Company Board after such transaction is consummated.

(f) "Commercial Agreements" has the meaning set forth in the Purchase Agreement.

(g) "Control" (including the terms "Controlled by" and "under common control with", but excluding the terms "Change of Control Transaction" and "Change of Control Notice") means, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

(h) "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(i) "Excluded Securities" means (A) securities issued (or options or warrants therefor) to employees, directors, consultants, suppliers, customers or other business partners for the primary purpose of soliciting or retaining their services, (B) securities issued pursuant to the conversion or exercise of convertible or exercisable securities, (C) securities issued in connection with a bona fide strategic investment by or business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, or (D) securities issued pursuant to equipment leases or secured debt financings.

(j) "Form S3" means such form under the Securities Act as in effect on the date hereof, any successor registration form or any other registration form under the Securities Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(k) "Holder" means the Investor and any other person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 2.11 hereof.

(l) "Holder Affiliate" has the meaning set forth in Section 2.9.

(m) "Investor Controlled Person" shall mean any person over whom the Investor exercises or has the right or ability to exercise, directly or indirectly, Control.

(n) "NASD" means the National Association of Securities Dealers, Inc., or any successor entity thereof.

(o) "Person" means any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

(p) "register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

(q) "Registrable Securities" means (i) the shares of the Common Stock originally issued under the Purchase Agreement, (ii) any shares of the Common Stock issued upon exercise of the Warrant (as defined in the Purchase Agreement), (iii) any shares of Common Stock purchased by the Investor pursuant to its preemptive rights under Section 3 or its rights to purchase shares of Common Stock under Section 8(b) and (c), and (iv) any Common Stock of the Company issuable or issued or distributed in respect of any of the Common Stock identified in clauses (i), (ii) or (iii), by way of stock dividend, stock split or in connection with a combination of shares, recapitalization or reorganization. For purposes of this Agreement, Registrable Securities shall cease to be Registrable Securities when a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the SEC and such Registrable Securities have been disposed of pursuant to such effective Registration Statement.

(r) "Registration Statement" shall mean the Demand Registration Statement, the PiggyBack Registration Statement and/or the Shelf Registration Statement (each as defined in Section 2), as the case may be.

(s) "Rule 144" means Rule 144 promulgated under the Securities Act.

(t) "Sale" means any sale, assignment, transfer, distribution or other disposition thereof or of a participation therein, or other conveyance of legal or beneficial interest therein, whether voluntary or by operation of law.

(u) "SEC" mean the Securities and Exchange Commission.

(v) "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(w) "Selling Expenses" mean underwriting commissions, broker fees and counsel fees for the selling Holder or Holders.

(x) "Standstill Period" shall mean the period beginning on the date hereof and ending on the later of the third anniversary of the Closing and six months after such time as the Calculated Percentage of the Investor and the Holder Affiliates ceases to be at least 5%.

(y) "Subsidiary" of any Person means any corporation, partnership, limited liability company, joint venture, association or other legal entity of which such Person (either alone or together with any other Subsidiary), owns, directly or indirectly, more than 50% of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

(z) "Termination Event" means any of the following events:

(i) the Calculated Percentage of the Investor and the Holder Affiliates shall cease to be at least 5%; or

(ii) the Investor or an Affiliate of the Investor shall have acquired Control of an entity, or substantially all of the assets of an entity, or shall have entered into a distribution agreement with an entity, in each case with the purpose of selling to customers or potential customers of the Company products or services of the kind sold by the Company ("Competitive Products") and, after consultation with the Investor, the Board of Directors of the Company shall have determined, in its good faith judgment, that such action is materially adverse to the Company; provided, however, that distribution by the Investor or its Affiliates of a small volume of Competitive Products outside North America for the purpose of meeting unique local requirements shall not be deemed to be materially adverse to the Company;

(iii) the Company shall have terminated the Commercial Agreements or Amendment 6 to the System Integrator Agreement, dated the date hereof, between the Company and CCC Corporation ("Amendment 6") in accordance with the terms thereof, as a result of a breach by Investor that was not cured in accordance with the applicable Commercial Agreement or Amendment 6; or

(iv) Investor fails to purchase the minimum levels of Internal Use Equipment as set forth in the Commercial Agreement or Amendment 6 or Investor's purchases fail to represent [*] and, after Investor has had an opportunity to consult with the Company, the Board of Directors of the Company shall have determined, in its good faith judgment, that notwithstanding any technology cooperation projects with Investor, it is no longer in the Company's best interest to have Investor's representative as a member of the Company's Board of Directors.

(aa) "Voting Stock" shall mean shares of Common Stock and any other securities of the Company or its successor having the power to vote in the election of members of the Company Board or the board of directors of its successor.

(bb) "Warrant" shall have the meaning set forth in the Purchase Agreement.

2. Registration Rights.

2.1 Demand Registration.

(a) After receipt of a written request from the Holder requesting that the Company effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, the Company shall, as expeditiously as is possible, but in any event no later than 60 days (or 30 days if the Company is eligible to use Form S3) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective as soon as reasonably practicable, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which the Company has been so requested to register by the Holder for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value, net of underwriting discounts and commissions, of the Registrable Securities requested to be registered be at least $,_________, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is received by the Company.

(b) If the Holder requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 2.10 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities requested to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability or pricing thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Holder has requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Registration any other securities of the Company and other securities held by other security holders of the Company, as the Company may in its discretion determine or be obligated to allow, in an amount which together with the Registrable Securities included in such Demand Registration shall not exceed the Maximum Number of Securities. In such event, the right of the Company or any other security holder of the Company to include its Common Stock in such registration shall be conditioned upon such party's participation in such underwriting and the inclusion of such party's Common Stock in the underwriting to the extent provided herein.

(c) If the Company is eligible to use Form S3, any Demand Registration Statement may be required by the Holder to be in an appropriate form under the Securities Act (a "Shelf Registration Statement") relating to any or all of the Registrable Securities in accordance with the methods and distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (the "Shelf Registration"). Any such demand to file a Shelf Registration Statement shall require the use of one Demand Registration request and shall be subject to the terms of Section 2.1(a).

The Holder shall be entitled to an aggregate of two registrations of Registrable Securities pursuant to this Section 2.1; provided, that a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected for purposes of this Section 2.1(d) unless (i) it has been declared effective by the Commission, (ii) it has remained effective for the period set forth in Section 2.4(a), and (iii) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other requirement of the SEC prompted by act or omission of the Holder).

(e) The Company shall not be required to effect a registration pursuant to this Section 2.1:

(i) prior to the date which is the six month anniversary of the date of the Closing (as defined in the Purchase Agreement); or

(ii) on or after the date that, pursuant to a written opinion of counsel for the Company, all the Common Stock held by the Investor as a result of the Initial Investment (as defined in the Purchase Agreement) and any exercise of the Warrant (as defined in the Purchase Agreement) can be sold pursuant to Rule 144 in any three month period (such date being the "144 Sale Date"); or

(iii) during the period starting with the date 45 days prior to the Company's estimated date of filing of, and ending on the date 90 days immediately following the effective date of, any registration statement pertaining to an underwritten public offering of newly issued securities of the Company with respect to which the Holder has the right to request inclusion of Registrable Securities pursuant to Section 2.2, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration to become effective.

2.2 PiggyBack Registration.

(a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holder) any of its stock or other securities under the Securities Act in connection with the public offering of such securities on any form (other than a registration statement on Form S4 or S8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) (a "PiggyBack Registration"), it will promptly (and in any case at least 20 days before the initial filing with the SEC of such piggyback registration statement (the "PiggyBack Registration Statement")) give written notice to each Holder in accordance with Section 11.5, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as the Holder may request. If the Holder desires to have its Registrable Securities registered under this Section 2.2, such Holder shall advise the Company in writing in accordance with Section 11.5 within 20 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to provisions of Section 2.2(c) below, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the Securities Act; provided, however, that the Company shall not be obligated to include any Registrable Securities in any such registration, qualification or compliance, pursuant to this Section 2.2 (i) prior to the date which is the six month anniversary of the date of the Closing (as defined in the Purchase Agreement) or (ii) after the 144 Sale Date.

(b) The Company shall have the right to terminate or withdraw any PiggyBack Registration initiated by it under this Section 2.2 prior to the effectiveness of such PiggyBack Registration whether or not the Holder has elected to include securities in such PiggyBack Registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.6 hereof.

(c) If the PiggyBack Registration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in the PiggyBack Registration in addition to the securities being registered by the Company would be greater than the Maximum Number of Securities (having the same meaning as defined in Section 2.1 but replacing the term "Demand Registration" with "PiggyBack Registration"), then, in the event that the Company initiated the PiggyBack Registration, the Company shall include in such PiggyBack Registration first, the securities the Company proposes to register and second, the securities of all other selling security holders, including the Holder, to be included in such PiggyBack Registration in an amount which together with the securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder).

2.3 Blackout Periods. The Company shall have the right to delay the filing or effectiveness of a Registration Statement required pursuant to Section 2.1 hereof, or to suspend trading under any effective Shelf Registration Statement, during no more than two periods aggregating to not more than 90 days in any twelvemonth period (a "Blackout Period") in the event that (i) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the reasonable judgment of the Company Board, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the registration, would adversely affect or interfere with any financing, acquisition, merger, disposition of assets (not in the ordinary course of business), corporate reorganization or other similar transaction involving the Company or would be reasonably likely to be seriously detrimental to the interests of the Company and its stockholders; provided, however, that the Company shall delay during such Blackout Period the filing or effectiveness of any Registration Statement required pursuant to the registration rights of the holders of any securities of the Company. The Company shall promptly give the Holders written notice of such determination.

2.4 Obligations of the Company. Whenever required under Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement promptly to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to 180 days or, if earlier, until the distribution contemplated in the Registration Statement has been completed. The Company shall not be deemed to have used its reasonable best efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in the Holder not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or is permitted pursuant to Section 2.3;

(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such Registration Statement as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement for a period of up to 180 days or, if earlier, until the distribution contemplated in the Registration Statement has been completed;

(c) furnish to such selling security holders such number of conformed copies of the applicable Registration Statement and each such amendment and supplement thereto (including in each case all exhibits), and of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents, as such selling security holders may reasonably request;

(d) use its reasonable best efforts to register or qualify the securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as the Holder shall reasonably request, to keep such registration or qualification in effect for so long as such Registration Statement remains in effect, and to take any other action which may be reasonably necessary to enable such seller to consummate the disposition in such jurisdictions of the securities owned by the Holder (provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, subject itself to taxation in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this paragraph (d) be obligated to do so; and provided, further, that the Company shall not be required to qualify such Registrable Securities in any jurisdiction in which the securities regulatory authority requires that the Holder submit any shares of its Registrable Securities to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registrable Securities in such jurisdiction unless the Holder agrees to do so), and do such other reasonable acts and things as may be required of it to enable the Holder to consummate the disposition in such jurisdiction of the securities covered by such Registration Statement;

(e) furnish, at the request of the Holder, if the method of distribution is by means of an underwriting, on the date that the shares of Registrable Securities are delivered to the underwriters for sale pursuant to such registration, or if such Registrable Securities are not being sold through underwriters, on the date that the registration statement with respect to such shares of Registrable Securities becomes effective, (1) a signed opinion, dated such date, of the independent legal counsel representing the Company for the purpose of such registration, addressed to the underwriters, if any, and if such Registrable Securities are not being sold through underwriters, then to the Holder, as to such matters as such underwriters or the Holder, as the case may be, may reasonably request; and (2) letters dated such date and the date the offering is priced from the independent certified public accountants of the Company, addressed to the underwriters, if any, and if such Registrable Securities are not being sold through underwriters, then to the Holder and, if such accountants refuse to deliver such letters to the Holder, then to the Company (i) stating that they are independent certified public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements and other financial data of the Company included in the Registration Statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and (ii) covering such other financial matters (including information as to the period ending not more than five business days prior to the date of such letters) with respect to the registration in respect of which such letter is being given as such underwriters or the Holder, as the case may be, may reasonably request and as would be customary in such a transaction;

(f) enter into customary agreements (including if the method of distribution is by means of an underwriting, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities;

(g) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make earnings statements satisfying the provisions of Section 11(a) of the Securities Act generally available to the Holder no later than 45 days after the end of any twelvemonth period (or 90 days, if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in an underwritten public offering, or (ii) if not sold to underwriters in such an offering, beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement, which statements shall cover said twelvemonth periods;

(h) use its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange or quotation system on which similar securities issued by the Company are listed or traded;

(i) give notice to the Holder:

(i) when such Registration Statement or any amendment thereto has been filed with the SEC and when such Registration Statement or any posteffective amendment thereto has become effective;

(ii) of any request by the SEC for amendments or supplements to such Registration Statement or the prospectus included therein or for additional information;

(iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initi