【正文】 gations of the holders of Series A Preferred Stock (such as the Investors’ Rights Agreement, Right of First Refusal and CoSale Agreement, and Voting Agreement).Choice of Jurisdiction. This form is set up for a portfolio pany incorporated in Delaware. Delaware is generally the preferred jurisdiction for incorporation of venturebacked panies for many reasons, including:1. The Delaware General Corporation Law (the “DGCL”) is a modern, current, and internationally recognized and copied corporation statute which is updated annually to take into account new business and court developments。2. Delaware offers a welldeveloped body of case law interpreting the DGCL, which facilitates certainty in business planning。3. The Delaware Court of Chancery is considered by many to be the nation’s leading business court, where judges expert in business law matters deal with business issues in an impartial setting。 and4. Delaware offers an efficient and userfriendly Secretary of State’s office permitting, among other things, prompt certification of filings of corporate documents.Please note the following special considerations if the Corporation is located in California, even though incorporated in Delaware:Considerations for Corporation with California Shareholders and Operations.Section 2115 of the California Corporations Code provides that certain provisions of California corporate law are applicable to foreign corporations (., one incorporated in Delaware), to the exclusion of the law of the state of incorporation, if more than half of the Corporation’s shareholders and more than half its “business” (a defined formula based on property, payroll and sales) are located in California. As a result, some panies based in California may be subject to certain provisions of the California corporate law despite being incorporated in another state, such as Delaware (although, as noted below, it is not clear that courts will apply Section 2115 if the law of the jurisdiction of incorporation is inconsistent with the provisions of Section 2115). Section 2115 does not apply to public panies listed on the New York Stock Exchange, the American Stock Exchange, or the NASDAQ National Market.One provision of the California Corporations Code that applies to such “quasiCalifornia” corporations is Section 708, which requires that shareholders be permitted to cumulate votes in the election of directors. However, Section 2115 does not require corporations to set forth this right in their articles or bylaws, and most Silicon Valley panies that are subject to Section 2115 do not do so. Under Delaware law, a corporation must include a provision in its Certificate of Incorporation in order to allow cumulative voting (see Section 214 of the DGCL). Therefore, should a stockholder choose to exercise its right to cumulate votes under Sections 2115 and 708 of the California Corporations Code, the corporation may find itself forced to choose between violating those provisions if it denies cumulative voting, or violating Section 214 of the DGCL if it allows it. Current California case law enforces a shareholder’s rights to cumulate votes in this situation, relying on the language of Section 2115 stating that the cited provisions of the California Code apply “to the exclusion of the law of the jurisdiction in which [the corporation] is incorporated.” See Wilson v. LouisianaPacific Resources, Inc. (138 Cal. App. 3d 216 (1983)). However, a Delaware case, VantagePoint Venture Partners 1996 v. Examen (Del. 2005), held that the provisions of Section 2115 of the California Corporation Code, insofar as they purport to regulate what stockholder vote is required to approve a corporate action, are inapplicable to a Delaware corporation, regardless of the Corporation’s California contacts. In late May 2012, a California Court of Appeals case, Lidow v. Superior Court, 141 Cal. Rptr. 3d 729 (Cal. Ct. App. 2012), for the first time signaled acceptance of the analysis in VantagePoint by a California court。 however, this decision did not explicitly speak to Section 2115 and practitioners remain advised that it may be prudent for “quasiCalifornia” corporations to ply with Section 2115 whenever possible. Another provision applicable to such “quasiCalifornia” corporations is the restriction on distributions to shareholders under Section 500 of the California Corporations Code. California Corporations Code Section 166 defines “distributions to shareholders” to include all transfers of cash or property to shareholders without consideration, including dividends paid to shareholders (except stock dividends), and the redemptions or repurchases of stock by a corporation or its subsidiary (subject to certain exclusions, such as the repurchase of stock held by employees). The consequence of this broad definition is that dividends, stock repurchases, and stock redemptions are all subject to the same tests and restrictions. Unlike Delaware law, which generally permits panies to pay dividends or make redemptions as long as the Corporation is solvent following the transaction, California law prohibits such payments unless the Corporation meets certain mechanical tests (in particular, that either retained earnings equal or exceed the size of the proposed distribution or that assets equal or exceed current liabilities). Additionally, California requires quasiCalifornia panies to take “preferential dividends” and “preferential rights” into account when making distributions. However, California does allow such panies to waive these preferred stock considerations (see THIRTEENTH in the model charter). As a result of the restrictions in Section 500, quasiCalifornia panies may be precluded by California law from making a required dividend or redemption payment, even though such a payment would be permissible under Delaware law. Under California Corporations Code Section 316(a)(1), also applicable to “quasiCalifornia” corporations,