StockOptionAgreement优先认股权协议_4.doc

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股权优先认购协议书

股权优先认购协议书甲方（现有股东）：[甲方全称]地址：[甲方地址]法定代表人：[甲方法定代表人姓名]乙方（认购方）：[乙方全称]地址：[乙方地址]法定代表人：[乙方法定代表人姓名]鉴于甲方为[公司名称]（以下简称“公司”）的现有股东，持有公司[具体股份比例]%的股份；乙方有意认购甲方所持公司股份中的[认购股份比例]%股份。

经双方协商一致，就股权优先认购事宜达成如下协议：1. 股份认购甲方同意将其持有的公司[认购股份比例]%的股份转让给乙方，乙方同意按照本协议约定的条件认购该股份。

2. 认购价格双方同意，乙方认购甲方股份的价格为[具体金额]元/股，认购股份总数为[具体股数]股，总认购金额为[具体金额]元。

3. 认购款支付乙方应在本协议签订之日起[具体天数]个工作日内，将认购款项一次性支付至甲方指定的银行账户。

4. 股份转让手续甲方应在收到乙方支付的认购款项后[具体天数]个工作日内，协助乙方完成股份转让的相关手续，包括但不限于修改公司章程、办理工商变更登记等。

5. 保证与承诺甲方保证所转让的股份为其合法持有，无任何权利瑕疵，且未设置任何质押或其他权利负担。

乙方承诺按照本协议约定的条件认购股份，并按时支付认购款项。

6. 违约责任如任何一方违反本协议约定，违约方应承担违约责任，并赔偿守约方因此遭受的一切损失。

7. 争议解决本协议在履行过程中如发生争议，双方应首先通过友好协商解决；协商不成时，任何一方均可向甲方所在地人民法院提起诉讼。

8. 其他本协议自双方签字盖章之日起生效。

本协议一式两份，甲乙双方各执一份，具有同等法律效力。

甲方（盖章）：[甲方公司章]法定代表人（签字）：[甲方法定代表人签字]日期：[签署日期]乙方（盖章）：[乙方公司章]法定代表人（签字）：[乙方法定代表人签字]日期：[签署日期]。

股权转让协议范本：股票交易与优先认购权

股权转让协议范本股票交易与优先认购
权
1. 引言
2. 协议背景
甲方是一家具有合法登记的股份有限公司，拥有一定数量的股权乙方是作为购买方，希望通过本协议购买甲方的股权。

3. 交易细则
3.1 股票转让
1. 甲方同意将其持有的股权转让给乙方，并且保证其所转让的股权合法有效
2. 乙方同意支付相应的转让费用给甲方，并且保证支付费用的来源合法。

3.2 优先认购权
1. 乙方同意，在甲方准备股票转让给第三方时，甲方应首先向乙方提供优先认购权的机会
2. 乙方应在收到甲方关于股票转让的通知后，以书面形式表示是否行使优先认购权
3. 如乙方决定行使优先认购权，乙方应在约定期限内支付相应转让费用，并按照甲方要求办理相关手续。

4. 保密条款
各方在本协议签订及执行过程中应保守相关交易信息，并不得将相关信息泄露给第三方，否则应承担相应的法律责任。

5. 争议解决
各方在本协议执行过程中产生的争议应通过友好协商解决，如协商不成，应提请所在地人民法院进行诉讼解决。

6. 其他事项
1. 本协议一式两份，甲乙双方各持一份，具有同等法律效力
2. 本协议任何修改或补充均须经过各方协商并以书面形式达成一致意见
3. 本协议自签署之日起生效，并持续有效直至各方履行完毕其在本协议项下的义务。

甲方
（法定代表人签名）
乙方
（法定代表人签名）
日期
（签署日期）
本协议签署之日起生效，并持续有效直至各方履行完毕其在本协议项下的义务。

附录
（附上相关法律法规文件、联系件、公司章程等文件）。

股权投资协议优先股认购

股权投资协议优先股认购本文是一份股权投资协议，详细说明了股东之间关于优先股的认购事宜。

以下是协议的正文内容。

协议编号: [编号]甲方：[甲方名称]地址：[甲方地址]乙方：[乙方名称]地址：[乙方地址]鉴于：1. 甲方是一家具备投资实力和经验的投资者；2. 乙方是一家有发展潜力的公司；3. 甲方希望通过购买乙方的优先股来获得股权；甲、乙双方基于自愿、平等和互利的原则达成如下协议：第一条优先股认购事宜1.1 甲方同意购买由乙方发行的[认购数量]股优先股，每股优先股价格为[认购价格]。

1.2 乙方同意将[认购数量]股优先股发行给甲方，并确保甲方成为乙方的优先股股东。

1.3 甲方同意，优先股的购买款项须在签署本协议后[时间段]内支付给乙方。

乙方收到款项后应立即发行相应的优先股给甲方。

第二条优先股权益2.1 优先股享有以下权益：（1）优先受到分红权益，在乙方分红时，优先股股东有权先享受分红；（2）优先股在乙方出售或上市时，有权享有优先回报权；（3）在乙方解散、清算或破产时，优先股股东有权享有优先分配权；（4）其他依法享有的优先权益。

2.2 优先股持有期限为[期限]，期满后甲方有权将优先股转让或转换为普通股。

第三条竞业限制3.1 甲方同意，在优先股持有期限内并[期限]以内，不与乙方存在竞业行为。

3.2 甲方同意，在协议终止或优先股转让后，不得从事有竞争性质的与乙方相同或相似的经营活动，以避免对乙方的不公平竞争。

第四条保密条款4.1 甲、乙双方同意对本协议的内容及因履行本协议而获得的对方商业、财务、技术或其他方面的信息保密，未经对方书面同意不得向第三方披露。

4.2 协议终止后，保密义务仍然有效，未经对方书面同意，保密信息不得向任何第三方披露。

第五条协议终止5.1 协议的履行依据双方的自愿原则，若一方违反协议义务，对方有权解除本协议。

5.2 终止协议后，甲方有权将优先股无偿返还乙方，但乙方无义务对已支付的购买款项进行退还。

StockOptionPurchaseAgreement优先认股权购买合同.doc

Stock Option Purchase Agreement优先认股权购买合同-NOW, THEREFORE, for an in consideration of the mutual agreements herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:Section 1. Sale of Option. BBB hereby sells, assigns, transfers, conveys, sets over and delivers to AAA the Option and all rights, title, interest and claims possessed by BBB under the Option and the Stock Option Agreement, together with all other right, title and interest and claim in and to the Common Stock of AAA issuable thereunder and all rights, title and interest and claims accrued and/or accruing under the Registration Rights Agreement and the Management Services Agreement, in consideration for $,_________ in hand paid in good funds on this date (the Sale ). The payment made by AAA hereunder is in full and final settlement and satisfaction of all obligations of whatsoever nature now or hereafter due by AAA to BBB, its partners, legal representatives, successors and assigns under the Option, the Stock Option Agreement, the Registration Rights Agreement and the Management Services Agreement (other than indemnifications obligations, if any, relating to this transaction or facts or circumstances occurring prior to thistransaction). BBB hereby surrenders unto AAA the Stock Option Agreement for cancellation in accordance with the terms hereof, and AAA hereby acknowledges receipt of the original Stock Option Agreement, and hereby agrees to promptly mark it cancelled . BBB hereby acknowledges receipt of $,_________ in good funds from AAA, and BBB, on its own behalf and on behalf of its partners, legal representatives and its successors and assigns, hereby unconditionally and forever waives, relinquishes and releases all right, title, interest and claim accrued or accruing to the benefit of BBB under the Option and the Stock Option Agreement and under the Management Services Agreement and the Registration Rights Agreement.Section 2. Representations of AAA. AAA represents that it has full power and authority to execute, deliver and perform this Agreement; this Agreement has been duly authorized by all requisite corporate action on the part of AAA and has been duly executed and delivered by AAA; AAA has obtained all consents and approvals requisite to the transactions contemplated hereby; and this Agreement constitutes a legal, valid and binding obligation of AAA, enforceable against AAA, its legal representatives, successors and assigns, in accordance with its terms.Section 3. Representations of BBB. BBB represents that:(a) Any and all rights BBB, its partners and its and their legal representatives, successors and assigns, possess in and to the Option and in and to shares of Common Stock issuable upon exercise of the Option or in and to any other rights accrued or accruing under the Option, the Stock Option Agreement, the Registration Rights Agreement and/or the Management Services Agreement, are hereby and shall hereafter be null and void and are of no further force or effect.(b) BBB has full power and authority to execute, deliver and perform this Agreement; this Agreement has been duly authorized by all requisite partnership action on the part of BBB; BBB has obtained all consents and approvals requisite to the transactions contemplated hereby; and this Agreement has been duly executed and delivered by BBB, and constitutes a legal, valid and binding obligation of BBB, enforceable against BBB, its partners and its and their legal representatives, successors and assigns, in accordance with its terms.(c) BBB is the true and lawful owner of the Option and no part of the Option is in any respect encumbered or committed to be encumbered, and there are no other persons or entities claiming aninterest therein, and BBB has not assigned to any person or entity any interest or rights under the Stock Option Agreement, the Registration Rights Agreement and the Management Services Agreement, and no other persons or entities have a claim or any interest or rights thereunder.Section 4. Miscellaneous.(a) Binding Effect. This Agreement may not be assigned by either party hereto. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors or permitted assigns.(b) Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, in such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provision hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.(c) Entire Agreement; Modifications. This instrument contains theentire agreement between the parties hereto with respect to the transactions contemplated hereby. Neither this Agreement nor any provisions hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party to be charged, and then only to the extent set forth in such instrument.(d) Headings. Descriptive headings contained herein are for convenience of reference only and shall not affect the meaning or interpretation hereof.(e) Counterparts. This Agreement may be executed simultaneously or in two or more counterparts, each of which together shall constitute one and the same instrument.(f) Applicable Law. The rights and obligations of the parties to this Agreement shall be governed by the laws of the State of _________(PLACENAME) applicable to contracts made or to be performed entirely within such state.(g) Further Assurances. Each party hereto agrees to execute any and all documents, and to perform such other acts, whether before or after the date hereof, that may be reasonably necessary or expedientto further the purposes of this Agreement or to further assure the benefits intended to be conferred hereby.(h) Survival. All representations, warranties, obligations and under- takings of the parties set forth herein shall survive the execution and delivery of this Agreement and Sale and other transactions contemplated hereby.The parties execute this Agreement as of the date first above written.AAA CORP.By: /s/ _________Name:_________Title: _________BBB, LTD.By: /s/ _________Name:_________Title: _________。

StockOptionAgreement优先认股权协议_5.doc

Stock Option Agreement优先认股权协议-NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein and in the Merger Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:1. GRANT OF OPTIONThe Company hereby grants to Parent an irrevocable option (the OPTION ) to acquire up to a number of Company Shares equal to 19.9% of the issued and outstanding shares of common stock of the Company as of the first date, if any, upon which an Exercise Event (as defined in Section 2(a) below) shall occur (the OPTION SHARES ), in the manner set forth below by paying cash at a price of $,_________ per share (the EXERCISE PRICE ). All references in this Agreement to Company Shares issued to Parent hereunder shall be deemed to include the associated Rights (subject to the terms of the Rights Agreement).2. EXERCISE OF OPTION; MAXIMUM PROCEEDS(a) For all purposes of this Agreement, an EXERCISE EVENT shall mean the occurrence of any of (i) a Company Triggering Event (as such term is defined in the Merger Agreement), (ii) the public announcement of an Option Acquisition Proposal (as defined below) or (iii) the commencement of a solicitation within the meaning of Rule 14a-1(l) by any person or entity other than the Company or its Board of Directors (or any person or entity acting on behalf of the Company or its Board of Directors) seeking to alter the composition of the Compan y’s Board of Directors. For purposes of this Agreement, OPTION ACQUISITION PROPOSAL shall mean any offer or proposal (other than an offer or proposal by Parent) relating to any transaction or series of related transactions involving: (A) any purchase from the Company or acquisition by any person or group (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of more than a 10% interest in the total outstanding voting securities of the Company or any of its CCCsidiaries or any tender offer or exchange offer that if consummated would result in any person or group (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning 10% or more of the total outstanding voting securities of the Company or any of its CCCsidiaries or any merger, consolidation, business combination or similar transaction involving the Company; (B) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition ordisposition of more than 10% of the assets of the Company; or (C) any liquidation or dissolution of the Company.(b) Parent may deliver to the Company a written notice (an EXERCISE NOTICE ) specifying that it wishes to exercise and close a purchase of Option Shares at any time following the occurrence of an Exercise Event and specifying the total number of Option Shares it wishes to acquire. Unless such Exercise Notice is withdrawn by Parent, the closing of a purchase of Option Shares (a CLOSING ) specified in such Exercise Notice shall take place at the principal offices of the Company upon such date prior to the termination of the Option as may be designated by Parent in writing.(c) The Option shall terminate upon the earliest to occur of (i) the Effective Time (as such term is defined in the Merger Agreement), (ii) termination of the Merger Agreement pursuant to any of Section 7.1(a), 7.1(c), 7.1(d) or 7.1(g) thereof, (iii) termination of the Merger Agreement pursuant to either of Section 7.1(b) or 7.1(e) thereof if prior thereto no Exercise Event shall have occurred, or (ii) 18 months following the termination of the Merger Agreement under any other circumstances; provided, however, that if the Option is exercisable but cannot be exercised by reason of any applicable government order or because the waiting period related to the issuance of the Option Shares under the HSR Act (as such term isdefined in the Merger Agreement) shall not have expired or been terminated, or because any other condition to closing has not been satisfied, then the Option shall not terminate until the tenth business day after such impediment to exercise shall have been removed or shall have become final and not subject to appeal.(d) If Parent receives proceeds in connection with any sales or other dispositions of Option Shares or this Option (including by selling Option Shares to the Company pursuant to Section 6(a) hereof), plus any dividends (or equivalent distributions under Section 7(a) hereof) received by Parent declared on Option Shares, of more than the sum of (x) $,_________ million plus (y) the Exercise Price multiplied by the number of Company Shares purchased by Parent pursuant to the Option, then all proceeds to Parent in excess of such sum shall be promptly remitted in cash by Parent to the Company.3. CONDITIONS TO CLOSINGThe obligation of the Company to issue Option Shares to Parent hereunder is subject to the conditions that (a) any waiting period under the HSR Act applicable to the issuance of the Option Shares hereunder shall have expired or been terminated; (b) all materialconsents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Federal, state or local administrative agency or commission or other Federal state or local governmental authority or instrumentality, if any, required in connection with the issuance of the Option Shares hereunder shall have been obtained or made, as the case may be; and (c) no preliminary or permanent injunction or other order by any court of competent jurisdiction prohibiting or otherwise restraining such issuance shall be in effect. It is understood and agreed that at any time during which Parent shall be entitled to deliver to the Company an Exercise Notice, the parties will use their respective reasonable efforts to satisfy all conditions to Closing, so that a Closing may take place as promptly as practicable.4. CLOSINGAt any Closing, (a) the Company shall deliver to Parent a single certificate in definitive form representing the number of Company Shares designated by Parent in its Exercise Notice consistent with this Agreement, such certificate to be registered in the name of Parent and to bear the legend set forth in Section 9 hereof, against delivery of (b) payment by Parent to the Company of the aggregate purchase price for the Company Shares so designated and being purchased by delivery of a certified check or bank check inimmediately available funds.5. REPRESENTATIONS AND WARRANTIES OF THE COMPANYThe Company represents and warrants to Parent that (a) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of _________(Placename) and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by the Company and consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company and, assuming this Agreement constitutes a legal, valid and binding obligation of Parent, is enforceable against the Company in accordance with its terms, except as enforceability may be limited by principles of public policy, bankruptcy and by rules of law governing specific performance, injunctive relief and other equitable remedies;(d) except for any filings, authorizations, approvals or ordersrequired under the HSR Act and the filing of a notice on Form 25102(f) pursuant to the California Corporate Securities Rules and Regulations, the Company has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Company Shares for Parent to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Company Shares or other securities which may be issuable pursuant to Section 7(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement and payment therefor by Parent, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Company Shares and any other securities to Parent upon exercise of the Option, Parent will acquire such Company Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Parent; (f) the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, (i) violate the Certificate of Incorporation or Bylaws of the Company, (ii) conflict with or violate any order applicable to the Company or any of its CCCsidiaries or by which they or any of their material property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time orboth would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a material lien or encumbrance on any material property or assets of the Company or any of its CCCsidiaries pursuant to, any material contract or agreement to which the Company or any of its CCCsidiaries is a party or by which the Company or any of its CCCsidiaries or any of their material property is bound or affected; and (g) the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity (as such term is defined in the Merger Agreement) except pursuant to the HSR Act.6. REGISTRATION RIGHTS(a) Following the termination of the Merger Agreement, Parent (sometimes referred to herein as the HOLDER ) may by written notice (sometimes referred to herein as the REGISTRATION NOTICE ) to the Company (the REGISTRANT ) request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered the REGISTRABLE SECURITIES ) in order to permit the sale or other disposition of such sharespursuant to a bona fide firm commitment underwritten public offering in which the Holder and the underwriters shall effect as wide a distribution of such Registrable Securities as is reasonably practicable and shall use reasonable efforts to prevent any person or group from purchasing through such offering shares representing more than 1% of the outstanding shares of Common Stock of the Registrant on a fully diluted basis (a PERMITTED OFFERING provided, however, that any such Registration Notice must relate to a number of shares equal to at least 2% of the outstanding shares of Common Stock of the Registrant on a fully diluted basis and that any rights to require registration hereunder shall terminate with respect to any shares that may be sold pursuant to Rule 144(k) under the Securities Act or at such time as all of the Registrable Securities may be sold in any three month period pursuant to Rule 144 under the Securities Act. The Registration Notice shall include a certificate executed by the Holder and its proposed managing underwriter, which underwriter shall be an investment banking firm of internationally recognized standing reasonably acceptable to the Company (the MANAGER ), stating that (i) the Holder and the Manager have a good faith intention to commence a Permitted Offering and (ii) the Manager in good faith believes that, based on the then prevailing market conditions, it will be able to sell the Registrable Securities at a per share price equal to at least 80% of the per share average of the closing sale prices of the Registrant’s Common Stock on the Nasdaq National Market for the twenty trading days immediately preceding the date of the RegistrationNotice. The Registrant shall thereupon have the option exercisable by written notice delivered to the Holder within five business days after the receipt of the Registration Notice, irrevocably to agree to purchase all (but not less than all) of the Registrable Securities for cash at a price (the OPTION PRICE ) equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant’s Common Stock on the Nasdaq National Market for the twenty trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder shall take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within 10 business days after delivery of such notice. The payment for the shares to be purchased shall be made by delivery at the time of such closing of the Option Price in immediately available funds.(b) If the Registrant does not elect to exercise its option to purchase pursuant to Section 6(a) with respect to all Registrable Securities, the Registrant shall use all reasonable efforts to effect, as promptly as practicable, the registration under the Securities Act of the Registrable Securities requested to be registered in the Registration Notice; provided, however, that (i) the Holder shall not be entitled to more than an aggregate of two effective registration statements hereunder, provided however, that if the Registrantwithdraws a filed registration statement at the request of the Holder (other than as the result of a material change in the Registrant’s business or the Holder’s learning of new material information concerning the Registrant), then such filing shall be deemed to have been an effective registration for purposes of this clause (i), (ii) the Registrant will not be required to file any such registration statement during any period of time (not to exceed 45 days after a Registration Notice in the case of clause (A) below or 90 days after a Registration Notice in the case of clauses (B) and (C) below) when (A) the Registrant is in possession of material non-public information which it reasonably believes would be detrimental to be disclosed at such time and such information would have to be disclosed if a registration statement were filed at that time; (B) the Registrant is required under the Securities Act to include audited financial statements for any period in such registration statement and such financial statements are not yet available for inclusion in such registration statement; or (C) the Registrant determines, in its reasonable judgment, that such registration would interfere with any financing, acquisition or other material transaction involving the Registrant and (iii) the Registrant will not be required to maintain the effectiveness of any such registration statement for a period greater than 60 days. If consummation of the sale of any Registrable Securities pursuant to a registration hereunder does not occur within 180 days after the filing with the SEC of the initial registration statement therefor, the provisions of this Section 6 shall again be applicable to any proposed registration. The Registrant shall use allreasonable efforts to cause any Registrable Securities registered pursuant to this Section 6 to be qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request and shall continue such registration or qualification in effect in such jurisdictions until the Holder has sold or otherwise disposed of all of the securities subject to the registration statement; provided, however, that the Registrant shall not be required to qualify to do business in, or consent to general service of process in, any jurisdiction by reason of this provision.(c) The registration rights set forth in this Section 6 are subject to the condition that the Holder shall provide the Registrant with such information with respect to the Holder’s Registrable Securities, the plan for distribution thereof, and such other information with respect to the Holder as, in the reasonable judgment of counsel for the Registrant, is necessary to enable the Registrant to include in a registration statement all material facts required to be disclosed with respect to a registration thereunder, including the identity of the Holder and the Holder’s plan of distribution.(d) A registration effected under this Section 6 shall be effected at the Registrant’s expense, except for underwriting discounts and commissions and the fees and expenses of counsel to the Holder, and the Registrant shall use all reasonable efforts to provide to theunderwriters such documentation (including certificates, opinions of counsel and comfort letters from auditors) as are customary in connection with underwritten public offerings and as such underwriters may reasonably require. In connection with any registration, the Holder and the Registrant agree to enter into an underwriting agreement reasonably acceptable to each such party, in form and CCCstance customary for transactions of this type with the underwriters participating in such offering.(e) Indemnification(i) The Registrant will indemnify the Holder, each of its directors and officers and each person who controls the Holder within the meaning of Section 15 of the Securities Act, and each underwriter of the Registrant’s securities, with respect to any registration, qualification or compliance which has been effected pursuant to this Agreement, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based on anyomission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Registrant of any rule or regulation promulgated under the Securities Act applicable to the Registrant in connection with any such registration, qualification or compliance, and the Registrant will reimburse the Holder and, each of its directors and officers and each person who controls the Holder within the meaning of Section 15 of the Securities Act, and each underwriter for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Registrant will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Registrant by the Holder or director or officer or controlling person or underwriter seeking indemnification, provided, however, that the indemnity agreement contained in this CCCsection 6(e)(i) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Registrant, which consent shall not be unreasonably withheld.(ii) The Holder will indemnify the Registrant, each of its directorsand officers and each underwriter of the Registrant’s securities covered by such registration statement and each person who controls the Registrant within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Securities Act applicable to the Holder in connection with any such registration, qualification or compliance, and will reimburse the Registrant, such directors, officers or control persons or underwriters for any legal or any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Registrant by the Holder expressly for use therein, provided that in no event shall any indemnity under this Section 6(e) exceed the gross proceeds of the offering received by the Holder and provided further that the indemnity agreementcontained in this CCCsection 6(e)(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld.(iii) Each party entitled to indemnification under this Section 6(e) (the INDEMNIFIED PARTY ) shall give notice to the party required to provide indemnification (the INDEMNIFYING PARTY ) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6(e) unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability todefend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party’s prior consent (which shall not be unreasonably withheld).7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION; RIGHTS PLANS(a) In the event of any change in the Company Shares by reason of stock dividends, stock splits, reverse stock splits, mergers (other than the Merger), recapitalizations, combinations, exchanges of shares and the like, the type and number of shares or securities subject to the Option and the Exercise Price shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Parent shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Parent would have received in respect of the Company Shares if the Option had been exercised immediately prior to such event or therecord date therefor, as applicable.(b) Prior to such time as the Option is terminated, and at any time after the Option is exercised (in whole or in part, if at all), the Company shall not amend (nor permit the amendment of) its Rights Agreement nor adopt (nor permit the adoption of) a new stockholders rights plan that contains provisions for the distribution or exercise of rights thereunder as a result of Parent or any affiliate or transferee being the beneficial owner of shares of the Company by virtue of the Option being exercisable or having been exercised (or as a result of beneficially owning shares issuable in respect of any Option Shares).8. RESTRICTIVE LEGENDSEach certificate representing Option Shares issued to Parent hereunder shall include a legend in CCCstantially the following form:THE SECURITIES REPRESENTED BY THIS CERTIFICATE HA VE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED ORSOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS A V AILABLE. SUCH SECURITIES ARE ALSO subject TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK OPTION AGREEMENT DATED AS OF _________,_________,_________(M,D,Y), A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER.9. LISTING AND HSR FILINGThe Company, upon the request of Parent, shall promptly file an application to list the Company Shares to be acquired upon exercise of the Option for quotation on the Nasdaq National Market and shall use its reasonable efforts to obtain approval of such listing as soon as practicable. Promptly after the date hereof, each of the parties hereto shall promptly file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice all required premerger notification and report forms and other documents and exhibits required to be filed under the HSR Act to permit the acquisition of the Company Shares subject to the Option at the earliest possible date.10. BINDING EFFECTThis Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto and their respective successors and permitted assigns any rights or remedies of any nature whatsoever by reason of this Agreement. Certificates representing shares sold in a registered public offering pursuant to Section 6 shall not be required to bear the legend set forth in Section 8.11. SPECIFIC PERFORMANCEThe parties recognize and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that in addition to other remedies the other party shall be entitled to an injunction restraining any violation or threatened violation of the provisions of this Agreement. In the event that any action shall be brought in equity to enforce the provisions of the Agreement, neither party will allege, and each party hereby waives。

StockOptionAgreement优先认股权协议_11.doc

Stock Option Agreement优先认股权协议-This Option shall be exercisable, in whole or in part, according to the following vesting schedule:1. twenty five percent (25%) of the total number of Shares granted under the Option shall vest after one (1) year of Continuous Status as an Employee or Consultant;2. and the remaining seventyfive percent (75%) of the Shares granted under the Option shall vest pro rata monthly, on the same date of the month as the date of grant of the option, over the following thirtysix (36) months of Continuous Status as an Employee or Consultant.Termination Period:This Option shall be exercisable for three (3) months after Optioneeceases to be a Service Provider. Upon Optionee’s death or Disability, thisOption may be exercised for one (1) year after Optionee ceases tobe a ServiceProvider. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above.II. AGREEMENT1. Grant of Option. The Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Stock Option Grant (the Notice of Grant ), an Option to purchase the number of Shares set forth in the Notice of Grant, at the Exercise Price per Share set forth in the Notice of Grant, and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 10.4 of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.If designated in the Notice of Grant as an Incentive Stock Option ( ISO ), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $,_________ rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option ( NSO ).2. Exercise of Option.(a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement.(b) Method of Exercise. This Option shall be exercisable by deli very of an exercise notice in the form attached as Exhibit A (the Exercise Notice ) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.3. Optionee’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.4. LockUp Period. Optionee hereby agrees that, if so requested by the Company or any representative of the underwriters (the MANAGING UNDERWRITER ) in connection with any registration of the offering of any securities of the Company under the Securities Act, Optionee shall not sell or otherwise transfer any Shares or other securities of the Company during the 180day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the MARKET STANDOFF PERIOD ) following the effective date of a registration statement of the Company filed under the Securities Act. Such restriction shall apply only to the first registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act. The Company may impose stoptransfer instructions with respect to securities subject to the foregoing restrictions until the end of suchMarket Standoff Period.5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:(a) cash or check;(b) consideration received by the Company under a formal cashlessexercise program adopted by the Company in connection with the Plan; or(c) surrender of other Shares which, (i) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares.6. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the shareholders of theCompany, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law.7. NonTransferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.8. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option.9. Tax Consequences. et forth below is a brief summary as of the date of this Option of some of the federal tax consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.(a) Exercise of NSO. There may be a regular federal income tax liability upon the exercise of an NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.(b) Exercise of ISO. If this Option qualifies as an ISO, there will be no regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise.(c) Disposition of Shares. In the case of an NSO, if Shares are heldfor at least one year, any gain realized on disposition of the Shares will be treated as longterm capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as longterm capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, shortterm or longterm depending on the period that the ISO Shares were held.(d) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two (2) years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.10. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the laws of the State of Washington.11. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD,OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RE LATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below.。

优先股认购协议三篇

优先股认购协议三篇《合同篇一》合同编号：____________甲方（优先股认购方）：____________乙方（公司）：____________鉴于甲方愿意认购乙方发行的优先股，甲乙双方本着平等、自愿、公平、诚实信用的原则，经友好协商，就甲方认购乙方优先股事宜达成如下协议：第一条优先股的基本情况1.1 股票类型：优先股1.2 股票代码：____________1.3 股票面值：人民币1元1.4 发行数量：____________股1.5 发行价格：每股人民币____________元1.6 股息率：每年____________%1.7 优先股的权益：（1）优先分配利润：在乙方分红时，优先股股东享有优先分配权，按照约定的股息率优先分配利润。

（2）优先受偿权：在乙方清算时，优先股股东享有优先受偿权，优先于普通股股东分配公司资产。

（3）表决权限制：优先股股东在公司股东大会上无表决权，但乙方另有约定的除外。

第二条认购价格及支付方式2.1 甲方认购优先股的总价为：人民币____________元（大写：_________________________元整）。

2.2 甲方应按照乙方指定的账户，以银行转账等方式一次性支付认购款项。

2.3 甲方支付认购款项后，乙方应及时向甲方出具相应的收款凭证。

第三条股份登记与转让3.1 甲方认购的优先股自乙方办理完毕股份登记手续之日起，甲方即成为乙方的优先股股东。

3.2 甲方所持有的优先股如需转让，应遵守《中华人民共和国公司法》等相关法律法规的规定，并提前通知乙方。

3.3 甲方转让优先股时，应确保受让方已知悉本协议的约定，并同意接受本协议的约束。

第四条股息分配4.1 乙方应按照约定的股息率，向甲方支付优先股股息。

4.2 股息支付方式：____________4.3 股息支付时间：每年____________月____________日之前。

第五条优先股的回购5.1 在优先股存续期内，如乙方需回购优先股，应提前____________个月通知甲方。

StockOptionAgreement优先认股权合同.doc

Stock Option Agreement优先认股权合同-THIS VOTING AGREEMENT (this AGREEMENT ) is entered into as of _________,_________,_________(M/D/Y) by and among JJJ, a _________（PLACENAME）real estate investment trust ( JJJ ), JJJ Operating Limited Partnership, a _________（PLACENAME）limited partnership ( JJJ PARTNERSHIP ), KKK, Inc., a _________（PLACENAME）corporation ( KKK ), and LLL, a stichting formed according to the laws of _________( LLL ).WHEREAS, JJJ, JJJ Partnership, AAA, Inc., a _________（PLACENAME）corporation ( Cornerstone ), AAA Limited Partnership, a _________（PLACENAME）limited partnership ( CORNERSTONE PARTNERSHIP ), will enter into an Agreement and Plan of Merger dated as of the date hereof (the MERGER Agreement ), pursuant to which (i) Cornerstone Partnership will be merged with and into JJJ Partnership (the PARTNERSHIP MERGER ), with JJJ Partnership as the survivor of the Partnership Merger, and (ii) Cornerstone will be merged with and into JJJ (the MERGER ), with JJJ as the survivor of the Merger (all capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement);WHEREAS, LLL is the beneficial and record owner of 45,779,703 issued and outstanding shares of common stock, with no par value per share, of Cornerstone (such shares, together with any sharesacquired hereafter, the CORNERSTONE COMMON SHARES ) as more particularly described on SCHEDULE 1;WHEREAS, in accordance with the Recitals in the Merger Agreement, LLL desires to execute and deliver this Agreement solely in its capacity as a holder of Cornerstone Common Shares; andWHEREAS, to induce LLL to enter into this Agreement, JJJ, JJJ Partnership and KKK desire to make certain undertakings and agreements as set forth herein.NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:SECTION 1. DISPOSITION OF CORNERSTONE COMMON SHARESDuring the period from the date hereof through the earlier of (i) the date on which the Merger is consummated or (ii) 30 days after the date on which the Merger Agreement is terminated according to its terms (such period hereinafter referred to as the TERM ), LLL shall not, directly or indirectly, (a) sell, transfer, pledge, encumber, assignor otherwise dispose of, or enter into any contract, option or other agreement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any Cornerstone Common Shares, (b) grant any proxies for any Cornerstone Common Shares with respect to any matters described in Section 2(a) hereof (other than a proxy directing the holder thereof to vote the Cornerstone Common Shares in a manner required by Section 2(a) hereof), (c) deposit any Cornerstone Common Shares into a voting trust or enter into a voting agreement with respect to any Cornerstone Common Shares with respect to any matters described in Section 2(a) hereof, or tender any Cornerstone Common Shares in a transaction other than a transaction contemplated by the Merger Agreement, or (d) take any action which is intended to have the effect of preventing or disabling LLL from performing its obligations under this Agreement; PROVIDED, HOWEVER, that nothing herein shall prevent the sale, transfer, pledge, encumbrance, assignment or other disposition of any of such Cornerstone Common Shares, provided that the purchaser, transferee, pledgee or assignee thereof agrees in writing to be bound by the terms of this Agreement.SECTION 2. VOTING(a) During the Term, LLL shall cast or cause to be cast all votes attributable to the Cornerstone Common Shares, at any annual orspecial meeting of shareholders of Cornerstone, including any adjournments or postponements thereof, or in connection with any written consent or other vote of Cornerstone shareholders, (i) in favor of adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (including any amendments or modifications of the terms of the Merger Agreement approved by the board of directors of Cornerstone that would not materially adversely affect LLL in its capacity as beneficial owner of Cornerstone Common Stock), and (ii) against approval or adoption of any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) made or taken in opposition to or in competition with the Merger or the Partnership Merger.(b) LLL will retain the right to vote its Cornerstone Common Shares, in its sole discretion, on all matters other than those described in paragraph (a) of this Section 2, and LLL may grant proxies and enter into voting agreements or voting trusts for its Cornerstone Common Shares in respect of such other matters.SECTION 3. NON-SOLICITATIONDuring the Term, LLL (a) shall not, and shall not permit any of its officers, directors, employees, Affiliates, agents, investment bankers,financial advisors, attorneys, accountants, brokers, finders or other representatives retained by it to, (i) invite, initiate, solicit or encourage, directly or indirectly, any inquiries, proposals, discussions or negotiations or the making or implementation of any Acquisition Proposal, or (ii) engage in any discussions or negotiations with or provide any confidential or non-public information or data to, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; and (b) shall notify JJJ immediately if it receives any such inquiries or proposals, or any requests for such information, or if any such negotiations or discussions are sought to be initiated or continued with LLL.SECTION 4. TAX MATTERS(a) So long as there is no change in Section 1445 of the Internal Revenue Code of 1986, as amended (the Code ), the Treasury Regulations promulgated thereunder, or the published interpretations of the Internal Revenue Service with respect thereto occurring after the date hereof (a Change in Law ), JJJ shall not withhold, and shall not cause to be withheld, any tax pursuant to Section 1445 of the Code in respect of the Merger Consideration to be paid to LLL pursuant to the Merger. In the event that JJJ believes that a Change in Law has occurred, it shall deliver written notice thereof to LLL. Inthe event that LLL shall deliver to JJJ an opinion of nationally recognized tax counsel reasonably satisfactory to JJJ to the effect that, taking into account the Change in Law, JJJ is not required to withhold any amount of federal tax with respect to any portion of the Merger Consideration payable to LLL under the Merger Agreement, then the obligation of JJJ set forth in the first sentence of this subparagraph (a) shall continue in effect.(b) (i) JJJ shall designate distributions paid by JJJ to its shareholders that have a record date during _________(YEAR) prior to the Closing Date as capital gain dividends (as defined in Section 857(b)((3)(C)) of the Code) in an amount equal to the lesser of (A) the distributions paid by JJJ to its shareholders that have a record date during _________(YEAR) prior to the Closing Date (reduced by any amount designated by JJJ pursuant to Section 858(a) of the Code and the Treasury Regulations thereunder as being paid during _________(YEAR)), or (B) the amount of gain that is recognized by JJJ during the period commencing on _________,_________,_________(M/D/Y) and ending on the date prior to the Closing Date with respect to the disposition of United States real property interests (as defined for purposes of Section 897 of the Code) and that is otherwise eligible for designation as a capital gain dividend under Section 857(b)(3)(C) of the Code, and (ii) it shall cause the Form 1099s to be delivered to LLL and the other JJJ shareholders with respect to the year _________ to be preparedin a manner consistent with the foregoing designation; PROVIDED, HOWEVER, that JJJ makes no representation or warranty to LLL that the aforesaid designation will be respected for federal income tax purposes and that JJJ in no event shall have any liability to LLL by reason of a recharacterization by the Internal Revenue Service of distributions paid by JJJ to LLL during or with respect to _________(YEAR) as capital gain dividends or as otherwise including income attributable to the disposition of United States real property interests. JJJ also agrees not to withhold from amounts otherwise distributable to LLL any tax pursuant to Section 1445 attributable to capital gains dividends (within the meaning of Section 857(b)(3)(C) of the Code) distributed by JJJ to its shareholders in _________(YEAR).(c) Upon request from LLL made from time to time (but not more frequently than once each calendar quarter), JJJ shall endeavor to deliver to LLL within fifteen (15) business days after the request therefor a statement (based upon reasonable inquiry) to the effect that, to the knowledge of JJJ, JJJ qualifies as a domestically controlled REIT (within the meaning of Section 897(h)(4)(B) of the Code) if such statement in fact would be true when made. For purposes of such statement, reasonable inquiry shall include review of all Schedule 13D and 13G filings made under the Exchange Act with the SEC with respect to JJJ during the lesser of the five calendar years preceding the date of the statement or the periodcommencing _________,_________,_________(M/D/Y), all IRS Form 1042 filings made by or on behalf of JJJ with respect to each of the five taxable years preceding the date of the statement (or if shorter, the period commencing _________,_________,_________(M/D/Y)), the list of JJJ’s registered shareholders as of a date within 60 days of such statement (and to the extent reasonably available, as of a date within 60 days of the end of each of the preceding five calendar years (or if shorter, each of the calendar years commencing with _________(YEAR))), a report obtained by JJJ from a shareholders tracking service within 60 days of such statement (and any similar reports in the possession of JJJ or otherwise reasonably available to JJJ providing information as of a date within 60 days of the end of each of the five preceding calendar years (or if shorter, each of the calendar years commencing with _________(YEAR))), and a list of non-objecting beneficial owners of shares of JJJ obtained as of a date within 60 days of such statement (and to the extent reasonably available, as of a date within 60 days of the end of each of the preceding five calendar years (or if shorter, each of the calendar years commencing with _________(YEAR))). Such statement shall be accompanied by copies of the information that has been obtained or relied upon by JJJ for purposes of such statement, PROVIDED THAT LLL shall have executed an agreement with JJJ to treat such information as confidential and to use such information solely for the purposes of evaluating the accuracy of such statement. In the event that JJJ should determine in good faith that it cannot provide to LLL therequested statement for any reason, JJJ shall notify LLL of such conclusion and the facts that cause it to be unable to render such statement. In addition to, and without limiting, the foregoing, in the event that the General Counsel of JJJ shall have actual knowledge that more than 40 percent, by fair market value, of the outstanding equity interests of JJJ are owned directly or indirectly by foreign persons (as that term is used for purposes of Section 897(h)(4)(B) of the Code), JJJ shall provide written notice thereof (together with a summary of the relevant facts) to LLL, PROVIDED THAT the only duty of inquiry of JJJ shall be as set forth in the first sentence of this subparagraph (c).(d) In the event that JJJ shall make any distributions to LLL that it concludes in good faith would be subject to withholding of tax pursuant to the last sentence of Section 1445(e)(3) of the Code and any Treasury Regulations promulgated with respect thereto, JJJ shall provide such reasonable cooperation as LLL may request in applying to the Internal Revenue Service for a withholding certificate that would reduce or eliminate the requirement for such withholding; PROVIDED, HOWEVER, that LLL shall be responsible for the preparation and submission of the application for such withholding certificate and that JJJ shall not be precluded from withholding such tax unless and until a withholding certificate is obtained (in which event JJJ would not withhold tax that, under the express terms of the withholding certificate, is not required to be withheld). In addition,in the event that LLL shall provide to JJJ an opinion of nationally recognized tax counsel reasonably satisfactory to JJJ to the effect that JJJ is not required pursuant to Section 1445(e)(3) of the Code and any Treasury Regulations promulgated with respect thereto to withhold any amount of federal tax with respect to any portion a distribution to LLL, JJJ shall not withhold any such tax unless it shall conclude in good faith that a Change in Law has occurred after the date of such opinion, in which event JJJ shall provide written notice thereof to LLL. Thereafter, the preceding sentence would not apply unless LLL delivers an opinion of nationally recognized tax counsel reasonably satisfactory to JJJ reconfirming the original opinion, after taking into account the Change in Law.(e) The obligations of JJJ set forth in subparagraphs (c) and (d) shall terminate at such time as LLL owns less than the lesser of (i) one percent (1%) of the issued and outstanding JJJ Common Shares or (ii) the number of JJJ Common Shares issued to LLL in the Merger.(f) LLL agrees that, effective as of the Effective Time of the Merger, all agreements and undertakings previously entered into by Cornerstone or any Cornerstone Subsidiary with respect to tax matters, including, without limitation, agreements restricting the sale or other disposition of one or more assets owned by Cornerstone,Cornerstone Partnership, or any Subsidiary of either Cornerstone or Cornerstone Partnership shall terminate for events or transactions occurring after the Effective Time of the Merger, and that neither JJJ, JJJ Partnership nor any Subsidiaries of either JJJ or JJJ Partnership shall have any obligation or liability thereunder for events or transactions occurring following the Effective Time of the Merger. Without limiting the foregoing, such termination shall include the agreements of Cornerstone and Cornerstone Partnership set forth in the letter dated _________,_________,_________(M/D/Y) from Cornerstone and Cornerstone Partnership to LLL, the undertakings with respect to tax matters set forth in the Amended and Restated Registration Rights and V oting Agreement dated as of _________,_________,_________(M/D/Y) by and among Cornerstone, LLL, and Dutch Institutional Holding Company, Inc. (THE REGISTRATION RIGHTS AGREEMENT ), and the policy of Cornerstone with respect to One Norwest Center, Denver, Colorado (and any properties acquired in exchange therefor) adopted by its Board of Directors at a meeting on _________,_________,_________(M/D/Y).SECTION 5. CONSENT TO TRANSFERTo the extent required by any mortgage, pledge, security agreement, deed of trust or other agreement or instrument entered into by Cornerstone or any of its Affiliates with or for the benefit ofLLL, including, without limitation, the agreements listed in item 5 on EXHIBIT A attached hereto (collectively, the INSTRUMENTS ), LLL agrees and acknowledges that, subject to and effective as of the Effective Time of the Merger, without any further action by Cornerstone, JJJ, LLL or any other party thereto or beneficiary thereof, LLL hereby consents to the transfer to JJJ and its Affiliates as a result of the Mergers and other transactions contemplated by the Merger Agreement of the beneficial ownership interest of any of the Affiliates of Cornerstone who are a party to the Instruments and to each other matter thereunder with respect to which LLL’s consent is required in connection with the Mergers and other transactions contemplated by the Merger Agreement.SECTION 6. REGISTRATION RIGHTS AGREEMENTLLL and JJJ hereby agree and acknowledge that, subject to and effective as of the Effective Time of the Merger, without any further action by Cornerstone, JJJ or LLL, JJJ and LLL shall be bound by the Registration Rights Agreement as the same is amended as follows:(a) From and after the Effective Time of the Merger, (i) all references in the Registration Rights Agreement to the Company shall be deemed to be references to JJJ; (ii) all references therein toMMM shall be deleted; (iii) the references to that together own 25% or more of the issued and outstanding Common Stock in Sections 1.2(iii) and 1.2(iv) shall be deleted; (iv) all references therein to Common Stock shall refer to the JJJ Common Shares, (v) the Initial Percentage shall mean 12% of the issued and outstanding Common Stock; (vi) the Standstill Period shall mean, with respect to any Holder, a period of time commencing on the Effective Time of the Merger and terminating ninety (90) days after the first date following the election of LLL’s designees to JJJ’s Board of Trustees that no Trustee designated by LLL pursuant to Section 7 of this V oting Agreement remains a Trustee of JJJ; and (vii) all references therein to Units shall refer to JJJ OP Units.(b) Section 2 shall be deleted in its entirety and all references to Section 2 in the Registration Rights Agreement shall be deleted.(c) Section 3.1(a) shall be amended to delete the reference to the specified Cornerstone Registration Statement and to cause the first line to read as follows: Within 20 days after the request of LLL following the Effective Time of the Merger.(d) Section 7 shall be deleted in its entirety and all references to Section 7 in the Registration Rights Agreement shall be deleted.(e) Section 8 shall be amended as follows: (i) the reference to that together with its Affiliates owns 25% or more of the issued and outstanding shares of Common Stock in Section 8 shall be deleted, and (ii) the reference to Section 78.140 of the _________（PLACENAME）General Corporation Law shall refer to Section 2-419 of the Maryland General Corporation Law.(f) Section 9 shall be amended as follows: (i) deleting and after the end of clause (I), (ii) adding and after the end of clause (II), and (iii) adding a new clause (III) as follows: (III) by the Company in connection with a Business Combination to which the Company is a party.(g) Section 11 shall be amended to refer to the address of JJJ set forth in the Merger Agreement.(h) Sections 12 and 13 shall be deleted.SECTION 7. TRUSTEESThe trustees of JJJ following the Merger shall consist of the trustees of JJJ immediately prior to the Effective Time of the Merger, who shall continue to serve for the balance of their unexpired terms or their earlier death, resignation or removal, together with _________(NAME), _________(NAME) and _________(NAME), each of whom shall, no later than the third business day after the Effective Time of the Merger, become a trustee with terms expiring in _________(YEAR), _________(YEAR) and _________(YEAR), respectively. Upon the expiration of the terms of Mr. _________(NAME) in _________(YEAR) and _________(YEAR), so long as LLL and its Affiliates continue to own in the aggregate _________ (as adjusted for stock splits, reverse stock splits, stock dividends and similar actions) or more of the issued and outstanding JJJ Common Shares at all times up to the meeting of shareholders at which trustees are being elected in such years, JJJ shall take all action necessary to nominate Mr. _________(NAME) for re-election as a trustee of JJJ for an additional three-year term at any special or annual meeting of shareholders at which trustees are being elected (or in connection with a written consent in lieu of a meeting pursuant to which trustees are proposed to be elected). In the event that Mr. _________(NAME) shall fail to stand for re-election as aforesaid for any reason in either _________(YEAR) or _________(YEAR) or in the event of his earlier death or resignation, and so long as LLL and its Affiliates continue to own in the aggregate _________ (as adjusted for stock splits, reverse stock splits, stock dividends and similar actions) or more of the issued and outstanding JJJ CommonShares at such time, JJJ shall take all action necessary to nominate a replacement designated by LLL, which replacement shall be subject to the approval of JJJ if such replacement is not an officer, director or employee of LLL, for election or re-election as a trustee of JJJ for an additional three-year term at any special or annual meeting of shareholders at which trustees are being elected (or in connection with a written consent in lieu of a meeting pursuant to which trustees are proposed to be elected) or, in the case of a vacancy, at a meeting of the Board of Trustees called for such purpose. Except as expressly provided above in this Section 7, following their election as trustees, such persons shall serve for their designated terms, subject to their earlier death, resignation or removal.SECTION 8. CERTAIN AGREEMENTSLLL represents and warrants to JJJ, JJJ Partnership and KKK that (a) the only pending claims asserted against LLL or _________(NAME), _________(NAME) or _________(NAME) (the Individuals ) under the Indemnity Agreement, dated as of _________,_________,_________(M/D/Y), as thereafter amended, among MMM Company, Inc., LLL and Cornerstone (the Indemnity Agreement ) or any of the agreements listed in items 1, 2, 3 and 4 on EXHIBIT A attached hereto (collectively, the Purchase Agreements ) are (i) the Western Litigation (as defined in the Indemnity Agreement) and (ii) the Massachusetts state tax claim previouslydisclosed to JJJ in writing (the Massachusetts Tax Claim ), and (b) to its knowledge after reasonable inquiry, there is no basis for any further claim, obligation, or liability of LLL or any of the Individuals under the Indemnity Agreement or any of the Purchase Agreements. JJJ, JJJ Partnership and KKK hereby agree and acknowledge that, subject to and effective as of the Effective Time of the Merger, without any further action by JJJ, JJJ Partnership, KKK or LLL, LLL and the Individuals shall be released and discharged from any and all claims, obligations or liabilities under the Indemnity Agreement and the Purchase Agreements, including, without limitation, with respect to or in connection with the Massachusetts Tax Claim (collectively, the Released Claims ), EXCEPT for (x) any claims, obligations or liabilities with respect to or in connection with the Western Litigation and (y) any claims, obligations or liabilities a basis for which LLL has or would have had knowledge after reasonable inquiry as of the Effective Time (collectively (x) and (y) being referred to as the Excluded Claims ). From and after the Effective Time, JJJ and JJJ Partnership shall indemnify, defend and hold harmless LLL from and against any and all cost, claim, liability, damage or expense (including, without limitation, reasonable attorneys’ fees) with respect to or in connection with the Released Claims and LLL and the Individuals shall be obligated under the Indemnity Agreement and the Purchase Agreements to JJJ and JJJ Partnership with respect to or in connection with the Excluded Claims.SECTION 9. REPRESENTATIONS AND WARRANTIES OF LLLLLL represents and warrants to JJJ and JJJ Partnership as follows:(a) LLL has the legal capacity, power, authority and right (contractual or otherwise) to execute and deliver this Agreement and to perform its obligations hereunder. LLL has obtained all consents of third parties necessary to enter into this Agreement and to perform its obligations hereunder, including, without limitation, the amendments to the Registration Rights Agreement.(b) This Agreement has been duly executed and delivered by LLL and constitutes a valid and binding obligation of LLL enforceable against LLL in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors rights and general principles of equity.(c) The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not conflict with or violate any court order, judgment or decree applicable to LLL, or conflict with or result in any breach of orconstitute a default (or an event which with notice or lapse of time or both would become a default) under any contract or agreement to which LLL is a party or by which LLL is bound or affected, which conflict, violation, breach or default would materially and adversely affect LLL’s abili ty to perform any of its obligations under this Agreement.(d) Subject to any required filings under the Securities Exchange Act of 1934 (the ‘34 Act ), LLL is not required to give any notice or make any report or other filing with any governmental authority in connection with the execution or delivery of this Agreement or the performance of LLL’s obligations hereunder and no waiver, consent, approval or authorization of any governmental or regulatory authority or any other person or entity is required to be obtained by LLL for the performance of LLL’s obligations hereunder, other than where the failure to make such filings, give such notices or obtain such waivers, consents, approvals or authorizations would not materially and adversely affect LLL’s abi lity to perform this Agreement.(e) Cornerstone Common Shares set forth opposite LLL on SCHEDULE 1 hereto are the only Cornerstone Common Shares or other Cornerstone or Cornerstone Partnership securities owned beneficially or of record by LLL or over which it exercises votingcontrol.SECTION 10. REPRESENTATIONS AND WARRANTIES OF JJJ AND JJJ PARTNERSHIPJJJ and JJJ Partnership represent and warrant to LLL as follows:(a) Each of JJJ and JJJ Partnership has the legal capacity, power, authority and right (contractual or otherwise) to execute and deliver this Agreement and to perform its obligations hereunder. Each of JJJ and JJJ Partnership has obtained all consents of third parties necessary to enter into this Agreement and to perform its obligations hereunder.(b) This Agreement has been duly executed and delivered by JJJ and JJJ Partnership and constitutes a valid and binding obligation of JJJ and JJJ Partnership enforceable against them in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors rights and general principles of equity.(c) The execution and delivery of this Agreement and theconsummation of the transactions herein contemplated will not conflict with or violate any court order, judgment or decree applicable to JJJ or JJJ Partnership, or conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under any contract or agreement to which JJJ or JJJ Partnership is a party or by which JJJ or JJJ Partnership is bound or affected, which conflict, violation, breach or default would materially and adversely affect JJJ or JJJ Partnership’s ability to perform any of its obligati ons under this Agreement.(d) Subject to any required filings under the Securities Exchange Act of 1934 (the ‘34 Act ), neither JJJ nor JJJ Partnership is required to give any notice or make any report or other filing with any governmental authority in connection with the execution or delivery of this Agreement or the performance of its obligations hereunder and no waiver, consent, approval or authorization of any governmental or regulatory authority or any other person or entity is required to be obtained by JJJ or JJJ Partnership for the performance of its obligations hereunder, other than where the failure to make such filings, give such notices or obtain such waivers, consents, approvals or authorizations would not materially and adversely affect its ability to perform this Agreement.。

StockOptionAgreement优先认股权协议_6.doc

Stock Option Agreement优先认股权协议-WHEREAS, Grantee and Issuer are concurrently with the execution and delivery of this Agreement entering into an Agreement and Plan of Merger (the Merger Agreement ) pursuant to which, among other things, a wholly owned subsidiary of Grantee will merge with and into Issuer on the terms and subject to the conditions stated therein; andWHEREAS, in order to induce Grantee to enter into the Merger Agreement and as a condition for Grantee’s agreeing so to do, Issuer has granted to Grantee the Stock Option (as hereinafter defined), on the terms and conditions set forth herein;NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the Merger Agreement, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties hereto agree as follows:Section 1 . Definitions. Capitalized terms used and not defined herein have the respective meanings assigned to them in the Merger Agreement.Section 2. Grant of Stock Option. Issuer hereby grants to Granteean irrevocable option (the Stock Option ) to purchase, on the terms and subject to the conditions hereof, for $,_________ per share (the Exercise Price ) in cash, up to _________ fully paid and non-a ssessable shares of Issuer’s common stock, par value $,_________ per share (the Common Stock ), representing approximately X% of Issuer’s issued and outstanding Common Stock or such greater number of shares as represent X% of the number of shares of Common Stock issued and outstanding at the time of first exercise (without giving effect to any shares subject to the Stock Option) (the Option Shares ). The Exercise Price and number of Option Shares shall be subject to adjustment as provided in Section 5 below.Section 3. Exercise of Stock Option.(a) Grantee may, subject to the provisions of this Section 3, exercise the Stock Option, in whole or in part, at any time or from time to time, after the occurrence of a Company Trigger Event (defined below) and prior to the Termination Date. Termination Date shall mean, subject to Section 10(a), the earliest of (i) the Effective Time of the Merger, (ii) 120 days after the date full payment contemplated by Section 9.3(a) of the Merger Agreement is made by Issuer to Grantee thereunder (or if, at the expiration of such period, the Stock Option cannot be exercised by reason of any applicablejudgment, decree, order, law or regulation, 10 business days after such impediment to exercise shall have been removed), (iii) the date of the termination of the Merger Agreement in circumstances which do not constitute a Company Trigger Event or (iv) the first anniversary of the date of termination of the Merger Agreement. Notwithstanding the occurrence of the Termination Date, Grantee shall be entitled to purchase Option Shares pursuant to any exercise of the Stock Option, on the terms and subject to the conditions hereof, to the extent Grantee exercised the Stock Option prior to the occurrence of the Termination Date. A Company Trigger Event shall mean an event the result of which is that the Fee required to be paid by Issuer to Grantee pursuant to Section 9.3(a) of the Merger Agreement is payable.(b) Grantee may purchase Option Shares pursuant to the Stock Option only if all of the following conditions are satisfied: (i) no preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States shall be in effect prohibiting delivery of the Option Shares, (ii) any waiting period applicable to the purchase of the Option Shares under the HSR Act shall have expired or been terminated, and (iii) any prior notification to or approval of any other regulatory authority in the United States or elsewhere required in connection with such purchase shall have been made or obtained, other than those which if not made or obtained would not reasonably be expected to result in asignificant detriment to Issuer and its Subsidiaries, taken as a whole.(c) If Grantee shall be entitled to and wishes to exercise the Stock Option, it shall do so by giving Issuer written notice (the Stock Exercise Notice ) to such effect, specifying the number of Option Shares to be purchased and a place and closing date not earlier than three business days nor later than 10 business days from the date of such Stock Exercise Notice. If the closing cannot be consummated on such date because any condition to the purchase of Option Shares set forth in Section 3(b) has not been satisfied or as a result of any restriction arising under any applicable law or regulation, the closing shall occur five days (or such earlier time as Grantee may specify) after satisfaction of all such conditions and the cessation of all such restrictions.(d) So long as the Stock Option is exercisable pursuant to the terms of Section 3(a), Grantee may elect to send a written notice to Issuer (the Cash Exercise Notice ) specifying a date not later than _________ business days and not earlier than 5 business days following the date such notice is given on which date Issuer shall pay to Grantee in exchange for the cancellation of the relevant portion of the Stock Option an amount in cash equal to the Spread (as hereinafter defined) multiplied by all or such relevant portion of the Option Shares subject to the Stock Option as Grantee shallspecify. As used herein, Spread shall mean the excess, if any, over the Exercise Price of the higher of (x) if applicable, the highest price per share of Common Stock paid or proposed to be paid by any Person pursuant to any Acquisition Proposal relating to Issuer (the Proposed Alternative Transaction Price ) or (y) the average of the closing prices of the shares of Common Stock on the principal securities exchange or quotation system on which the Common Stock is then listed or traded as reported in The Wall Street Journal (but subject to correction for typographical or other manifest errors in such reporting) for the five consecutive trading days immediately preceding the date on which the Cash Exercise Notice is given (the Average Market Price ). If the Proposed Alternative Transaction Price includes any property other than cash, the Proposed Alternative Transaction Price shall be the sum of (i) the fixed cash amount, if any, included in the Proposed Alternative Transaction Price plus (ii) the fair market value of such other property. If such other property consists of securities with an existing public trading market, the average of the closing prices (or the average of the closing bid and asked prices if closing prices are unavailable) for such securities in their principal public trading market on the five trading days ending five days prior to the date on which the Cash Exercise Notice is given shall be deemed to equal the fair market value of such property. If such other property includes anything other than cash or securities with an existing public trading market, the Proposed Alternative Transaction Price shall be deemed to equal the Average Market Price. Upon exercise of its right pursuant to this Section 3(d) and thereceipt by Grantee of the applicable cash amount with respect to the Option Shares or the applicable portion thereof, the obligations of Issuer to deliver Option Shares pursuant to Section 3(e) shall be terminated with respect to the number of Option Shares specified in the Cash Exercise Notice. The Spread shall be appropriately adjusted, if applicable, to give effect to Section 5.(e) (i) At any closing pursuant to Section 3(c) hereof, Grantee shall make payment to Issuer of the aggregate purchase price for the Option Shares to be purchased and Issuer shall deliver to Grantee a certificate representing the purchased Option Shares, registered in the name of Grantee or its designee and (ii) at any closing pursuant to Section 3(d) hereof, Issuer will deliver to Grantee cash in an amount determined pursuant to Section 3(d) hereof. Any payment made by Grantee to Issuer, or by Issuer to Grantee, pursuant to this Agreement shall be made by wire transfer of immediately available funds to a bank designated by the party receiving such funds, provided that the failure or refusal by Issuer to designate such a bank account shall not preclude Grantee from exercising the Stock Option. If at the time of the issuance of Option Shares pursuant to the exercise of the Stock Option, rights pursuant to any shareholder rights plan are outstanding, then the Option Shares issued pursuant to such exercise shall be accompanied by corresponding shareholder rights.(f) Certificates for Common Stock delivered at the closing described in Section 3(c) hereof shall be endorsed with a restrictive legend which shall read substantially as follows:The transfer of the shares represented by this certificate is subject to resale restrictions arising under the Securities Act of 1933, as amended.It is understood and agreed that the above legend shall be removed by delivery of substitute certificate(s) without this reference (i) if Grantee shall have delivered to Issuer a copy of a no-action letter from the staff of the Securities and Exchange Commission, or a written opinion of counsel, in form and substance reasonably satisfactory to Issuer, to the effect that such legend is not required for purposes of, or resale may be effected pursuant to an exemption from registration under, the Securities Act or (ii) in connection with any sale registered under the Securities Act. In addition, these certificates shall bear any other legend as may be required by applicable law.Section 4. Representations of Grantee. Grantee hereby represents and warrants to Issuer that any Option Shares acquired by Granteeupon the exercise of the Stock Option will not be, and the Stock Option is not being, acquired by Grantee with the intention of making a public distribution thereof, other than pursuant to an effective registration statement under the Securities Act or otherwise in compliance with the Securities Act.Section 5. Adjustment upon Changes in Capitalization or Merger.(a) In the event of any change in the outstanding shares of Common Stock by reason of a stock dividend, stock split, reverse stock split, split-up, merger, consolidation, recapitalization, combination, conversion, exchange of shares, extraordinary or liquidating dividend or similar transaction which would affect Grantee’s rights hereunder, the type and number of shares or securities purchasable upon the exercise of the Stock Option and the Exercise Price shall be adjusted appropriately, and proper provision will be made in the agreements governing such transaction, so that Grantee will receive upon exercise of the Stock Option a number and class of shares or amount of other securities or property that Grantee would have received in respect of the Option Shares had the Stock Option been exercised immediately prior to such event or the record date therefor, as applicable. In no event shall the number of shares of Common Stock subject to the Stock Option exceed X% of the number of shares of Common Stock issued and outstanding at thetime of first exercise (without giving effect to any shares subject or issued pursuant to the Stock Option).(b) Without limiting the foregoing, whenever the number of Option Shares purchasable upon exercise of the Stock Option is adjusted as provided in this Section 5, the Exercise Price shall be adjusted by multiplying the Exercise Price by a fraction, the numerator of which is equal to the number of Option Shares purchasable prior to the adjustment and the denominator of which is equal to the number of Option Shares purchasable after the adjustment.(c) Without limiting or altering the parties’ rights and obligations under the Merger Agreement, in the event that Issuer enters into an agreement (i) to consolidate with or merge into any Person, other than Grantee or one of its Subsidiaries, and Issuer will not be the continuing or surviving corporation in such consolidation or merger, (ii) to permit any Person, other than Grantee or one of its Subsidiaries, to merge into Issuer and Issuer will be the continuing or surviving corporation, but in connection with this merger, the shares of Common Stock outstanding immediately prior to the consummation of this merger will be changed into or exchanged for stock or other securities of Issuer or any other Person or cash or any other property, or the shares of Common Stock outstandingimmediately prior to the consummation of such merger will, after such merger, represent less than 50% of the outstanding voting securities of the merged company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing this transaction shall make proper provision so that the Stock Option will, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect of Option Shares had the Stock Option been exercised immediately prior to such consolidation, merger, sale or transfer or the record date therefor, as applicable, and will make any other necessary adjustments. Issuer shall take such steps in connection with such consolidation, merger, liquidation or other transaction as may be reasonably necessary to assure that the provisions hereof shall thereafter apply as nearly as possible to any securities or property thereafter deliverable upon exercise of the Stock Option.Section 6. Further Assurances; Remedies.(a) Issuer agrees to maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of CommonStock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of Common Stock from Issuer, and to issue the appropriate number of shares of Common Stock pursuant to the terms of this Agreement. All of the Option Shares to be issued pursuant to the Stock Option, upon issuance and delivery thereof pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will be delivered free and clear of all claims, liens, charges, encumbrances and security interests (other than those created by this Agreement).(b) Issuer agrees not to avoid or seek to avoid (whether by charter amendment or through reorganization, consolidation, merger, issuance of rights, dissolution or sale of assets, or by any other voluntary act) the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by Issuer.(c) Issuer agrees that promptly after the occurrence of a Company Trigger Event it shall take all actions as may from time to time be required (including (i) complying with all applicable premerger notification, reporting and waiting period requirements under the HSR Act and (ii) in the event that prior notification to or approval ofany other regulatory authority in the United States or elsewhere is necessary before the Stock Option may be exercised, complying with its obligations thereunder and cooperating with Grantee in Grantee’s preparing and processing the required notices or applications) in order to permit Grantee to exercise the Stock Option and purchase Option Shares pursuant to such exercise.(d) The parties agree that Grantee would be irreparably damaged if for any reason Issuer failed, in breach of its obligations hereunder, to issue any of the Option Shares (or other securities or property deliverable pursuant to Section 5 hereof) upon exercise of the Stock Option or to perform any of its other obligations under this Agreement, and that Grantee would not have an adequate remedy at law for money damages in such event. Accordingly, Grantee shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by Issuer. Accordingly, if Grantee should institute an action or proceeding seeking specific enforcement of the provisions hereof, Issuer hereby waives the claim or defense that Grantee has an adequate remedy at law and hereby agrees not to assert in any such action or proceeding the claim or defense that such a remedy at law exists. Issuer further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. This provision is without prejudice to any other rights that Grantee may have against Issuer for any failure to perform its obligations underthis Agreement.Section 7. Listing of Option Shares. Promptly after the occurrence of a Company Trigger Event and from time to time thereafter if necessary, Issuer will apply to list all of the Option Shares subject to the Stock Option on the NYSE and will use its reasonable best efforts to obtain approval of such listing as soon as practicable.Section 8. Registration of the Option Shares.(a) If, within two years of the exercise of the Stock Option, Grantee requests Issuer in writing to register under the Securities Act any of the Option Shares received by Grantee hereunder, Issuer will use its reasonable best efforts to cause the Option Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by Grantee of the Option Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith Issuer shall prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of Grantee’s request) a registration statement under the Securities Act (which complies with the requirements of applicable federal and state securities laws) to effect such registration on an appropriate form, which would permit thesale of the Option Shares by Grantee in accordance with the plan of disposition specified by Grantee in its request. Issuer shall not be obligated to make effective more than two registration statements pursuant to the foregoing sentence; provided, however, that Issuer may postpone the filing of a registration statement relating to a registration request by Grantee under this Section 8 for a period of time (not in excess of 90 days) if in Issuer’s reasonable, good faith judgment such filing would require the disclosure of material information that Issuer has a bona fide business purpose for preserving as confidential (but in no event shall Issuer exercise such postponement right more than once in any twelve month period).(b) Issuer shall notify Grantee in writing not less than 10 days prior to filing a registration statement under the Securities Act (other than a filing on Form S-4 or S-8 or any successor form) with respect to any shares of Common Stock. If Grantee wishes to have any portion of its Option Shares included in such registration statement, it shall advise Issuer in writing to that effect within two business days following receipt of such notice, and Issuer will thereupon include the number of Option Shares indicated by Grantee under such Registration Statement; provided that if the managing underwriter(s) of the offering pursuant to such registration statement advise Issuer that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering on a commerciallyreasonable basis, priority shall be given to securities intended to be registered by Issuer for its own account and, thereafter, Issuer shall include in such registration Option Shares requested by Grantee to be included therein pro rata with the shares of Common Stock intended to be included therein by other stockholders of Issuer.(c) All expenses relating to or in connection with any registration contemplated under this Section 8 and the transactions contemplated thereby (including all filing, printing, reasonable professional, roadshow and other fees and expenses relating thereto) will be at Issuer’s expense except for underwriting discounts or commissions and brokers’ fees. Issuer and Grantee agree to enter into a customary underwriting agreement with underwriters upon such terms and conditions as are customarily contained in underwriting agreements with respect to secondary distributions. Issuer shall indemnify and hold harmless Grantee, its officers, directors, agents, other controlling persons and any underwriters retained by Grantee in connection with such sale of such Option Shares in the customary way, and shall agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which Grantee, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by Grantee or its underwriters to Issuer. Grantee and itsunderwriters, respectively, shall indemnify and hold harmless Issuer to the same extent with respect to information furnished in writing to Issuer by Grantee and such underwriters, respectively.Section 9. Repurchase Election.(a) Grantee shall have the option, at any time and from time to time commencing upon the first occurrence of a Company Trigger Event in which the consideration to be received by Issuer or its stockholders, as the case may be, upon consummation of an Acquisition Proposal consists in whole or in part of shares of capital stock of a third party and ending on the tenth business day after the first mailing to Issuer’s stockholders of a proxy statement, tender offer statement or other disclosure or offering document relating to such Acquisition Proposal, to send a written notice to Issuer (a Repurchase Notice ) that it will require Issuer (or any successor entity thereof) to pay to Grantee the Repurchase Fee (as defined below) as provided in Section 9(b) below, upon delivery by Grantee of the shares of Common Stock acquired hereunder with respect to which Grantee then has beneficial ownership. The date on which Grantee delivers the Repurchase Notice under this Section 9 is referred to as the Repurchase Request Date . The Repurchase Fee shall be equal to the sum of the following:(i) the aggregate Exercise Price paid by Grantee for any shares of Common Stock acquired pursuant to the Stock Option with respect to which Grantee then has beneficial ownership; and(ii) subject to the maximum amounts specified in Section 11, the Spread, multiplied by the number of shares of Common Stock with respect to which the Stock Option has been exercised and with respect to which Grantee then has beneficial ownership.(b) If Grantee exercises its rights under this Section 9, within five business days after the Repurchase Request Date, (i) Issuer shall pay by wire transfer to Grantee the Repurchase Fee in immediately available funds to an account designated in writing by Grantee to Issuer, and (ii) Grantee shall surrender to Issuer certificates evidencing the shares of Common Stock acquired hereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever.(c) Issuer shall use its reasonable best efforts to ensure that it can fully perform all of its obligations under this Section 9 underapplicable law.Section 10. Miscellaneous.(a) Extension of Exercise Periods. The periods during which Grantee may exercise its rights under Sections 2 and 3 hereof shall be extended in each such case at the request of Grantee to the extent necessary to avoid liability by Grantee under Section 16(b) of the Exchange Act by reason of such exercise and to the extent necessary to obtain all regulatory approvals required for the exercise of such rights.(b) Amendments; Entire Agreement. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties hereto. This Agreement, together with the Merger Agreement (including any exhibits and schedules thereto), contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, with respect to such transactions.(c) Notices. All notices, requests and other communications to either party hereunder shall be in writing (including facsimile or similar writing) and shall be given, if to Grantee, to:。

StockOptionAgreement优先认股权协议_10.doc

Stock Option Agreement优先认股权协议-Stock Option Agreement dated as of _________,_________,_________(M,D,Y)between AAA Inc., a _________(Placename) corporation (the Company ), and _________ (the Grantee ).1) The Company hereby grants to the Grantee, as of the date set forth above, in consideration of the Grantee’s continued employment with the Company or a direct or indirect subsidiary of the Company, an option (the Option ) to purchase an aggregate of [_________] shares of the Common Stock of the Company,$,_________ par value per share, at an exercise price of $,_________ per share, subject to the vesting, exercise provisions and other terms and conditions set forth below.2) The shares subject to the Option shall vest (a) as to 25% of the shares subject to the Option, on the first anniversary of the date of grant of the Option; and (b) as to the remaining 75% of the shares subject to the Option, in 12 equal quarterly installments beginning one calendar quarter after the date of such anniversary.3) If the Grantee ceases for any reason to be an employee of theCompany, or any direct or indirect subsidiary of the Company, any part of the Option not then vested will be cancelled and will be of no further force or effect. If the Grantee ceases for any reason, other than death or Disability (as defined below), to be an employee of the Company, or any direct or indirect subsidiary of the Company, any part of the Option then vested and not exercised within ninety (90) days after the date of the termination of his employment will be cancelled and will be of no further force or effect, provided that such 90-day period may be extended by the Company’s Board of Directors in its sole discretion.4) If the Grantee dies while in the employ of the Company, or any direct or indirect subsidiary of the Company, the Option may be exercised, to the extent of the number of shares with respect to which the Grantee could have exercised it on the date of his death, by his estate, personal representative or beneficiary, at any time within 180 days after the date of death. If the Grantee ceases to be employed by the Company, or a direct or indirect subsidiary of the Company, by reason of his Disability, the Option may be exercised, to the extent of the number of shares with respect to which he could have exercised it on the date of the termination of his employment, at any time within one (1) year after such termination. At the expiration of such 180-day or one year period, whichever is the earlier, the Option shall terminate and the only rights hereunder shall be those as to which the Option was properly exercised before suchtermination. Disability shall mean permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code of _________(Year), as amended, or any successor statute.5) If the Company determines in good faith that the Grantee has violated any obligation of confidentiality, non-competition or non-solicitation of employees, customers or suppliers owed to the Company, then, in the sol e discretion of the Company’s Board of Directors, (1) any part of the Option not yet exercised will be cancelled and will be of no further force or effect, effective upon written notice from the Company to the Grantee and (2) any shares of the capital stock of the Company held by the Grantee which were purchased by the Grantee through exercise of the Option or any part of the Option will be repurchased by the Company at a price equal to the exercise price paid by the Grantee, effective upon written notice f rom the Company to the Grantee accompanied by the Company’s tender of the price for such repurchase, and will cease to be held by the Grantee. The Company may, in the sole discretion of the Company’s Board of Directors, exercise either, both or neither of the foregoing remedies, and such remedies shall be in addition to all other remedies available to the Company for violations of any such obligation.6) The Option is exercisable, in whole or in part, with respect toany then vested shares only from and after the first to occur of the following events: (a) the closing of an underwritten public offering of shares of Common Stock of the Company; or (b) any liquidation, dissolution or winding up of the Company or any consolidation or merger of the Company with or into any other corporation or corporations in which the stockholders of the Company immediately prior to such transaction own 50% or less of the voting power of the surviving entity immediately following such transaction, or a sale, conveyance or disposition of all or substantially all of the assets of the Company, or the effectuation by the Company of a transaction or series of related transactions in which more than 50% of the voting power of the Corporation is disposed of.7) The Option (or any part or installment thereof) may be exercised by the Grantee’s delivering to the Company a duly executed Notice of Exercise of Option as described below, together with provision for payment of the full purchase price in accordance with this Agreement for the shares as to which the Option is being exercised, and upon compliance with any other conditions set forth in this Agreement. Such written notice must be signed by the Grantee, state the number of shares with respect to which the Option is being exercised and contain any representations required by this Agreement. Payment of the purchase price for the shares as to which the Option is being exercised may be made (i) in United States dollars in cash or by check, or (ii) at the discretion of the Company’sBoard of Directors, by any other means, including a promissory note of the Grantee, which the Board of Directors determines to be acceptable.8) The Option granted herein is subject to the following additional terms and provisions:a) The Option is not transferable by the Grantee otherwise than by will or laws of descent and distribution to the Grantee’s spouse and lineal descendants, and is exercisable, during the Grantee’s lifetime, only by him or her.b) The Option may be exercised in whole or in part from time to time, provided that the Option may not be exercised as to less than one hundred (100) shares at any one time, unless it is being exercised in full and the balance of shares subject to the Option is less than one hundred.c) The shares of Common Stock underlying the Option and the exercise price therefor and the minimum number of shares that may be purchased at any one time will be appropriately adjusted from time to time for stock splits, reverse stock splits, stock dividends andreclassifications of shares.d) If the Company is to be consolidated with or acquired by another entity in a merger, or in the event of a sale of all or substantially all of the Company’s assets (an Acquisition ), the Company may take such action with respect to the Option as the Company’s Board of Directors may deem to be equitable and in the best interests of the Company and its stockholders under the circumstances, including, without limitation, (i) making appropriate provision for the continuation of the Option by substituting on an equitable basis for the shares then subject to the Option either the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition or securities of any successor or acquiring entity or (ii) giving the Grantee reasonable advance notice of the pendency of the Acquisition and canceling the Option effective upon the Acquisition if it is not exercised prior to the Acquisition. Nothing contained herein will be deemed to require the Company to take, or refrain from taking, any one or more of the foregoing actions.e) The Grantee will not have any rights as a stockholder with respect to any shares of Common Stock covered by the Option except after due exercise of the Option and tender of the full purchase price for the shares being purchased pursuant to suchexercise and registration of the shares in the Company’s share register in the name of the Grantee.f) Unless the offering and sale of the shares to be issued upon the exercise of the Option has been registered under the Securities Act and any applicable State Blue Sky laws, the Company will be under no obligation to issue the shares covered by such exercise unlessi) the person who exercises the Option represents and warrants to the Company at the time of such exercise that such person is acquiring such shares for his or her own account for investment and not with a view to, or for sale in connection with, the distribution of any such shares andii) the Company has received an opinion of its counsel that the shares may be issued upon such exercise in compliance with the Securities Act and any applicable State Blue Sky laws without registration thereunder.g) Each certificate representing shares of Common Stock issued upon exercise of the Option (except to the extent that the restrictions described in any such legend are no longer applicable) will be bearlegends in substantially the following form (in addition to any legend required under applicable state securities laws):THE SHARES REPRESENTED BY THIS CERTIFICATE HA VE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP RESTRICTION OF UP TO 180 DAYS FOLLOWING THE INITIAL UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES.h) In connection with the initial underwritten public offering of the Company’s Common Stock, the Grantee will not, without the prior written consent of the Company, sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of or transfer his or her economic risk with respect to any shares of Common Stock for a period of 180 days after the date of the final prospectus used in connection with such offering. The Grantee willexecute and deliver such documents as the Company may request confirming the foregoing.9) At any time when the Grantee wishes to exercise the Option, in whole or in part, the Grantee will submit to the Company, a duly executed Notice of Exercise of Option in the form attached hereto as Exhibit A. Copies of such notice are available from the Secretary or an Assistant Secretary of the Company.10) All notices made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party (b) when received, if sent by an overnight delivery service, postage prepaid, addressed, if to the Grantee, as set forth below, and if to the Company, to the Company’s principal offices.IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name by its President or a Vice President or its Secretary or an Assistant Secretary and the Grantee has hereunto set his or her hand as of the date first above written.。

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Stock Option Agreement优先认股权协议-1. Grant of OptionAAA hereby grants to BBB an irrevocable option (the Option ) to acquire up to 1,726,398 shares (the Option Shares ) of the Common Stock, par value $,_________ per share, of AAA ( AAA Shares ) in the manner set forth below (i) by exchanging therefor shares of the Common Stock, par value $,_________ per share, of BBB ( BBB Shares ) at a rate of two (2) BBB Shares for each Option Share (the Exercise Ratio ) and/or, at BBB’s election, (ii) by paying cash a t a price determined in accordance with Section 4 below. Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed thereto in the Merger Agreement.2. Exercise of OptionThe Option may only be exercised by BBB, in whole or in part, at any time or from time to time, upon the occurrence of (i) the commencement of a tender or exchange offer for 25% or more of any class of AAA’s capital stock, or (ii) any of the events specified in Section 7.03 (c) of the Merger Agreement, other than events described in Section 7.01(g) thereof (any of the events specified inclauses (i) or (ii) of this sentence being referred to herein as an Exercise Event ). In the event BBB wishes to exercise the Option, BBB shall deliver to AAA a written notice (an Exercise Notice ) specifying the total number of Option shares it wishes to acquire and the form of consideration to be paid. Each closing of a purchase of Option Shares (a Closing ) shall occur on a date and at a time designated by BBB in an Exercise Notice delivered at BBB five business days prior to the date of such Closing, which Closing shall be held at the offices of counsel to AAA. The Option shall terminate upon the earlier of (i) the Effective Time, (ii) 180 days following the termination of the Merger Agreement pursuant to Article VII thereof, if an Exercise Event shall have occurred on or prior to the date of such termination, and (iii) the date on which the Merger Agreement is terminated pursuant to Article VII thereof if an Exercise Event shall not have occurred on or prior to such date; provided, however, with respect to the preceding clause (ii) of this sentence, that if the Option cannot be exercised by reason of any applicable government order, then the Option shall not terminate until the tenth business day after such impediment to exercise shall have been removed or shall have become final and not subject to appeal. Notwithstanding the foregoing, the Option may not be exercised if BBB is in breach in any material respect of any of its covenants or agreements contained in the Merger Agreement.3. Conditions to ClosingThe obligation of AAA to issue Option Shares to BBB hereunder is subject to the conditions that (a) all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Federal, state or local administrative agency or commission or other Federal state or local governmental authority or instrumentality, if any, required in connection with the issuance of the Option Shares hereunder shall have been obtained or made, as the case may be; and (b) no preliminary or permanent injunction or other order by any court of competent jurisdiction prohibiting or otherwise restraining such issuance shall be in effect.4. ClosingAt any Closing, (a) AAA shall deliver to BBB a single certificate in definitive form representing the number of AAA Shares designated by BBB in its Exercise Notice, such certificate to be registered in the name of BBB and to bear the legend set forth in Section 10 hereof, and (b) BBB shall pay to AAA the aggregate purchase price for the AAA Shares so designated and being purchased by delivery of (i) a single certificate in definitive form representing the number of BBB Shares being issued by BBB in consideration therefor (based on the Exercise Ratio), such certificateto be registered in the name of AAA and to bear the legend set forth in Section 10 hereof, and/or, at BBB’s election, (ii) a certified checks, bank check or wire transfer, as the case may be. If BBB has elected to deliver cash in payment for any AAA Shares, the price to be paid by BBB in cash to AAA at any Closing in respect of such AAA Shares shall be $,_________ per share (the Exercise Price ).5. Representations and Warranties of AAAAAA represents and warrants to BBB that (a) AAA is a corporation duly organized, validly existing and in good standing under the laws of the State of _________(Placename) and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by AAA and consummation by AAA of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of AAA and no other corporate proceedings on the part of AAA are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by AAA and constitutes a legal, valid and binding obligation of AAA and, assuming this Agreement constitutes a legal, valid and binding obligation of BBB, is enforceable against AAA in accordance with its terms, except as enforceability may be limited by bankruptcy andother laws affecting the rights and remedies of creditors generally and general principles of equity; (d) AAA has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued AAA Shares for BBB to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional AAA Shares necessary corporate or other action to authorize and reserve for issuance all additional AAA Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the AAA Shares and any other securities to BBB upon exercise of the Option, BBB will acquire such AAA Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by BBB; (f) the execution and delivery of this Agreement by AAA do not, and the performance of this Agreement by AAA will not, (i) violate the Certificate of Incorporation or By-Laws of AAA, (ii) conflict with or violate any order applicable to AAA or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment,acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of AAA or any of its subsidiaries pursuant, to any contract or agreement to which AAA or any of its subsidiaries is a party or by which AAA or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, BBBly or in the aggregate, have a Material Adverse Effect on AAA; (g) the execution and delivery of this Agreement by AAA does not, and the performance of this Agreement by AAA will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity and (h) any BBB Shares acquired pursuant to this Agreement will not be acquired by AAA with a view to the public distribution thereof and AAA will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.6. Representations and Warranties of BBBBBB represents and warrants to AAA that (a) BBB is a corporation duly incorporated, validly existing and in good standing under the laws of the State of _________(Placename) and has the corporate power and authority to enter into this Agreement and to carry out itsobligations hereunder; (b) the execution and delivery of this Agreement by BBB and the consummation by BBB of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of BBB and no other corporate proceedings on the part of BBB are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by BBB and constitutes a legal, valid and binding obligation of BBB and, assuming this Agreement constitutes a legal, valid and binding obligation of AAA, is enforceable against BBB in accordance with its term, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) BBB has taken (or will in a timely manner take) all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option and will take all necessary corporate or other action to authorize and reserve for issuance all additional BBB Shares or other securities which may be issuable pursuant to Section 9(b) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of AAA Shares to BBB in consideration of any acquisition of BBB Shares pursuant hereto, BBB will acquire such AAA Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by AAA; (f) the execution and delivery of this Agreementby BBB do not, and the performance of this Agreement by BBB will not, (i) violate the Certificate of Incorporation or By-Laws of BBB, (ii) conflict with or violate any order applicable to BBB or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of BBB or any of its subsidiaries pursuant to, any contract or agreement to which BBB or any of its subsidiaries is a party or by which BBB or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, BBBly or in the aggregate, have a Material Adverse Effect on BBB; (g) the execution and delivery of this Agreement by BBB does not, and the performance of this Agreement by BBB will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity; and (h) any AAA Shares acquired upon exercise of the Option will not be acquired by BBB with a view to the public distribution thereof and BBB will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.7. [Intentionally Omitted.]8. Registration Rights(a) Following the termination of the Merger Agreement, each party hereto (a Holder ) may by written notice (a Registration Notice ) to the other party (the Registrant ) request the Registrant to register under the Securities Act all or any part of the shares acquired by such Holder pursuant to this Agreement (the Registrable Securities ) in order to permit the sale or other disposition of such shares pursuant to a bona fide firm commitment underwritten public offering in which the Holder and the underwriters shall effect as wide a distribution of such Registrable Securities as is reasonably practicable and shall use reasonable efforts to prevent any person or group from purchasing through such offering shares representing more than 1% of the outstanding shares of Common Stock of the Registrant on a fully diluted basis; provided, however, that any such Registration Notice must relate to a number of shares equal to at least 2% of the outstanding shares of Common Stock of the Registrant on a fully diluted basis and that any rights to require registration hereunder shall terminate with respect to any shares that may be sold pursuant to Rule 144(k) under the Securities Act.(b) The Registrant shall use all reasonable efforts to effect, as promptly as practicable, the registration under the Securities Act of the Registrable Securities; provided, however, that (i) neither party shall be entitled to more than an aggregate of two effective registration statements hereunder and (ii) the Registrant will not be required to file any such registration statement during any period of time (not to exceed 40 days after a Registration Notice in the case of clause (A) below or 90 days after a Registration Notice in the case of clauses (B) and (C) below) when (A) the Registrant is in possession of material non-public information which it reasonably believes would be detrimental to be disclosed at such time and, in the written opinion of counsel to such Registrant, such information would have to be disclosed if a registration statement were filed at that time; (B) such Registrant is required under the Securities Act to include audited financial statements for any period in such registration statement and such financial statements are not yet available for inclusion in such registration statement; or (C) such Registrant determines, in its reasonable judgment, that such registration would interfere with any financing, acquisition or other material transaction involving the Registrant. If consummation of the sale of any Registrable Securities pursuant to a registration hereunder does not occur within 180 days after the filing with the SEC of the initial registration statement therefor, the provisions of this Section 8 shall again be applicable to any proposed registration, it being understood that neither party shall be entitled to more than an aggregate of two effective registration statements hereunder. The Registrant shall useall reasonable efforts to cause any Registrable Securities registered pursuant to this Section 8 to be qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request and shall continue such registration or qualification in effect in such jurisdictions; provided, however, that the Registrant shall not be required to qualify to do business in, or consent to general service of process in, any jurisdiction by reason of this provision.(c) The registration rights set forth in this Section 8 are subject to the condition that the Holder shall provide the Registrant with such i nformation with respect to such Holder’s Registrable Securities, the plan for distribution thereof, and such other information with respect to such Holder as, in the reasonable judgment of counsel for the Registrant, is necessary to enable the Registrant to include in a registration statement all material facts required to be disclosed with respect to a registration thereunder.(d) A registration effected under this Section 8 shall be effected at the Registrant’s expense, except for underwriting discoun ts and commissions and the fees and expenses of counsel to the Holder, and the Registrant shall provide to the underwriters such documentation (including certificates, opinions of counsel and comfort letters for auditors) as are customary in connection with underwritten public offerings and as such underwriters may reasonably require. Inconnection with any registration, the parties agree (i) to indemnify each other and the underwriters in the customary manner and (ii) to enter into an underwriting agreement in form and substance customary for transactions of this type with the underwriters participating in such offering.9. Adjustment Upon Changes in Capitalization(a) In the event of any change in the AAA Shares by reason of stock dividends, split-ups, mergers (other than the Merger), recapitalizations, combinations, exchanges of shares and the like, the type and number of shares or securities subject to the Option, the Exercise Ratio and the Exercise Price shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that BBB shall receive, upon exercise of the Option, the number and class of shares or other securities or property that BBB would have received in respect of the AAA Shares if the Option had been exercised immediately prior to such event or the record date therefor, as applicable.(b) In the event of any change in the BBB Shares by reason of stock dividends, split-ups, mergers (other than the Merger), recapitalizations, combinations, exchanges of shares and the like, thetype and number of shares or securities which BBB can deliver to AAA pursuant to Section 4 hereof if full payment for an AAA Shares to be purchased and the Exchange Ratio shall be adjusted appropriately.10. Restrictive LegendsEach certificate representing Option Shares issued to BBB hereunder, and each certificate representing BBB Shares delivered to AAA at a Closing, shall include a legend in substantially the following form:THE SECURITIES REPRESENTED BY THIS CERTIFICATE HA VE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS A V AILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK OPTION AGREEMENT DATED AS OF _________,_________,_________(M,D,Y), A COPY OF WHICH MAY BE OBTAINED FROM BBB, INC.11. ListingAAA, upon the request of BBB, shall promptly file an application to list the AAA Shares to be acquired upon exercise of the Option for quotation on the Nasdaq National Market and shall use its best efforts to obtain approval of such listing as soon as practicable. BBB, upon the request of AAA, shall promptly file an application to list the BBB Shares issued and delivered to AAA pursuant to Section 4 for quotation on the Nasdaq National Market and shall use its best efforts to obtain approval of such listing as soon as practicable.12. Binding EffectThis Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto and their respective successors and permitted assigns any rights or remedies of any nature whatsoever by reason of this Agreement. Any shares sold by a party in compliance with the provisions of Section 8 shall, upon consummation of such sale, be free of the restrictions imposed with respect to such shares by this Agreement and anytransferee of such shares shall not be entitled to the rights of such party. Certificates representing shares sold in a registered public offering pursuant to Section 8 shall not be required to bear the legend set forth in Section 10.13. Specific PerformanceThe parties recognize and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that in addition to other remedies the other party shall be entitled to an injunction restraining any violation or threatened violation of the provisions of this Agreement. In the event that any action shall be brought in equity to enforce the provisions of the Agreement, neither party will allege, and each party hereby waives the defense, that there is an adequate remedy at law.14. Entire AgreementThis Agreement and the Merger Agreement (including theappendices thereto) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.15. Further AssurancesEach party will execute and deliver all such further documents and instruments and take all such further action as may be necessary in order to constitute the transactions contemplated hereby.16. ValidityThe invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and shall execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.17. NoticesAll notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or sent via telecopy (receipt confirmed) to the parties at the following addresses or telecopy numbers (or at such other address or telecopy numbers for a party as shall be specified by like notice):(a) if to AAA, to:AAA, Inc.Address: _________Fax No.: _________Tel: _________Attention:_________with a copy to:Addressee:_________Address: _________Fax No.: _________ Tel: _________ Attention:_________(b) If to BBB, to: BBB, Inc.Address: _________ Fax No.: _________ Tel: _________ Attention:_________with a copy to:Addressee:_________ Address: _________ Fax No.: _________ Tel: _________ Attention:_________18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of _________(Placename) applicable to agreements made and to be performed entirely within such State.19. CounterpartsThis Agreement may be executed in two counterparts, each of which shall be deemed to be an original, but both of which, taken together, shall constitute one and the same instrument.20. ExpensesExcept as otherwise expressly provided herein or in the Merger Agreement, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such expenses.21. Amendments; WaiverThis Agreement may be amended by the parties hereto and theterms and conditions hereof may be waived only by an instrument in writing signed on behalf of each of the parties hereto, or, in the case of a waiver, by an instrument signed on behalf of the party waiving compliance.22. AssignmentNeither of the parties hereto may sell, transfer, assign or otherwise dispose of any of its rights or obligations under this Agreement or the Option created hereunder to any other person, without the express written consent of the other party.IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.。