【正文】 (v) incur any aggregate indebtedness in excess of $[_____] that is not already included in a Boardapproved budget, other than trade credit incurred in the ordinary course of business。 (ii) make any loan or advance to any person, including, any employee or director, except advances and similar expenditures in the ordinary course of business or under the terms of a employee stock or option plan approved by the Board of Directors。 and (iii) promptly following the end of each quarter an uptodate capitalization table, certified by the CFO. 按比例參與未來交易權(quán): 所有[主要 ]投資人 有權(quán)按比例優(yōu)先認(rèn)購公司今后發(fā)行股份權(quán)利（在本條款清Right to Participate Pro All [Major] Investors shall have a pro rata right, based on their percentage equity ownership in 15 See mentary in introduction to NVCA model Managements Rights Letter, explaining purpose of such letter.17 / 25單之“反稀釋條款”中列舉的發(fā)行以及因公司并購而產(chǎn)生的發(fā)行除外）。公司應(yīng)當(dāng)向主要投資人提供:（i）每年，每季度，[和每月]的財(cái)務(wù)報(bào)表，以及其他董事會認(rèn)為適當(dāng)?shù)钠渌畔?；（ii）于每一財(cái)政年度結(jié)束的前 30 天內(nèi)，針對下一財(cái)政年度提出按月列明的綜合財(cái)政預(yù)算表,其中須包括預(yù)期的公司收入，支出和資金配置情況。Lockup: Investors shall agree in connection with the IPO, if requested by the managing underwriter, not to sell or transfer any shares of Common Stock of the Company [(excluding shares acquired in or following the IPO)] for a period of up to 180 days following the IPO (provided all directors and officers of the Company and [1 – 5]% stockholders agree to the same lockup). Such lockup agreement shall provide that any discretionary waiver or termination of the restrictions of such agreements by the Company or representatives of the underwriters shall apply to [Major] Investors, pro rata, based on the number of shares held. A “Major Investor” means any Investor who purchases at least $[______] of Series A Preferred.終止條款: 本協(xié)議因發(fā)生下列情形之一而終止:首次發(fā)行新股（IPO）后([5]年)內(nèi)；發(fā)生視為清算事項(xiàng)；或在任何 90 天的期間內(nèi),任一投資人可以在不受第 144(k)條限制的情形下合Termination:Earlier of [5] years after IPO, upon a Deemed Liquidation Event, or when all shares of an Investor are eligible to be sold without restriction under Rule 144(k) within any 90day 16 / 25法賣出所持全部股份。公司同時應(yīng)支付一位代表全體參與股東的律師的費(fèi)用[不超過﹩ ] 以及其他合理費(fèi)用。每次登記的發(fā)行總額不可少于[五百萬至一千萬]美元。from funds legally available for distribution at the option of holders of at least [__]% of the Series A Preferred mencing any time after the fifth anniversary of the Closing at a price equal to the Original Purchase Price [plus all accrued but unpaid dividends]. Redemption shall occur in three equal annual portions. Upon a redemption request from the holders of the required percentage of the Series A Preferred, all Series A Preferred shares shall be redeemed [(except for any Series A holders who affirmatively optout)].11 the right to receive dividends on redemption could give rise to a Code Section 305 “deemed dividend” problem, many tax practitioners take the view that if the liquidation preference provisions in the Charter are drafted to provide that, on conversion, the holder receives the greater of its liquidation preference or its asconverted amount (as provided in the NVCA model Certificate of Incorporation), then there is no Section 305 issue.11 Due to statutory restrictions, it is unlikely that the Company will be legally permitted to redeem in the very circumstances where investors most want it (the socalled “sideways situation”), investors will sometimes request that certain penalty provisions take effect where redemption has been requested but the Company’s available cash flow does not permit such redemption ., the redemption amount shall be paid in the form of a oneyear note to each unredeemed holder of Series A Preferred, and the holders of a majority of the Series A Preferred shall be entitled to elect a majority of the Company’s Board of Directors until such amounts are paid in full.13 / 25股份買賣協(xié)議書 Stock Purchase Agreement陳述與保證: 公司提供標(biāo)準(zhǔn)的陳述與保證. [由公司創(chuàng)始人[對技術(shù)所有權(quán)等]提供陳述與保證]. 12Representations and Warranties:Standard representations and warranties by the Company. [Representations and warranties by Founders regarding [technology ownership, etc.].12完成交割的條件: 完成交割的標(biāo)準(zhǔn)條件，包括: 完成相應(yīng)的財(cái)務(wù)和法律的盡職調(diào)查，股票的發(fā)行符合州證券法(Blue Sky laws)的規(guī)定，賦予了 A 系優(yōu)先股權(quán)利和優(yōu)待的公司章程的進(jìn)行了登記備案,以及公司律師出具了法院意見函等事項(xiàng)。 of antidilution adjustment).9 If the punishment for failure to participate is losing some but not all rights of the Preferred (., anything other than a forced conversion to mon), the Charter will need to have socalled “blank check preferred” provisions at least to the extent necessary to enable the Board to issue a “shadow” class of preferred with diminished rights in the event an investor fails to participate. Note that as a drafting matter it is far easier to simply have (some or all of) the preferred convert to mon.10 Redemption rights allow Investors to force the Company to redeem their shares at cost [plus a small guaranteed rate of return (., dividends)]. In practice, redemption rights are not often used。 and (iv) shares of Common Stock (or options to purchase such shares of Common Stock) issued or issuable to employees or directors of, or consultants to, the Company pursuant to any plan approved by the Company’s Board of Directors [including at least [_______] Series A Director(s)] [(v) shares of Common Stock issued or issuable to banks, equipment lessors pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board of Directors of the Corporation [, including at least [_______] Series A Director(s)].強(qiáng)制性轉(zhuǎn)換： 若（i）公開發(fā)行價(jià)格高于[_]倍原始購買價(jià)承銷所有股票，且公司所取得的[凈/總]收入不低于＄[_](“合格公開發(fā)行[QPO]”)，或 （ii）經(jīng)[]％A 系優(yōu)先股股東書面同意，在[具有包銷承諾的]有保薦人的公開發(fā)行交割時，每股 A 系優(yōu)先股將Mandatory Conversion:Each share of Series A Preferred will automatically be converted into Common Stock at the then applicable Series A Preferred Conversion Price in the event of the closing of a [firm mitment] underwritten public offering