Investors' Rights Agreement

INVESTORS' RIGHTS AGREEMENT

This Investors' Rights Agreement (the Agreement) is made and entered into as of by and among Company Name: , a business organized under the laws of Jurisdiction of Incorporation: , with its principal office at Company Address: (the Company), and Investor Name: , with an address at Investor Address: (the Investor). The Company and the Investor are sometimes referred to herein collectively as the Parties and individually as a Party.

RECITALS

WHEREAS, the Company and the Investor have entered into or contemporaneously will enter into one or more purchase agreements pursuant to which the Investor has acquired or will acquire certain equity securities of the Company (the Purchased Securities); and

WHEREAS, in connection with such purchase, the Investor has requested and the Company has agreed to provide certain registration rights, information rights, board and observer rights and preemptive rights to protect the Investor's investment; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to such matters in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 Defined Terms. In addition to other defined terms contained elsewhere in this Agreement, the following terms shall have the meanings set forth below:

"Aggregate Purchased Securities" means the aggregate number of shares of capital stock of the Company owned of record by the Investor as of the Effective Date and issued to the Investor under the Purchase Agreement:

"Registration Expenses" means all documented fees, commissions and expenses actually incurred by the Company in connection with any registration under the Securities Act, including, without limitation, filing fees, printing fees and fees and disbursements of counsel for the Company and, to the extent agreed by the Company, any underwriter's discounts and commissions.

2. REGISTRATION RIGHTS

2.1 Demand Registration. Subject to the limitations set forth in this Section 2, if the Investor requests that the Company effect a registration under the Securities Act covering resale of the Investor's Registrable Securities, and the aggregate offering price of the Registrable Securities exceeds the Minimum Registration Amount: , the Company shall use reasonable efforts to prepare and file a registration statement covering such Registrable Securities on or promptly after receipt of such written request; provided, however, that the Company shall not be required to effect more than demand registrations in any twelve (12) month period.

2.2 Piggyback Registration. If the Company proposes to register any of its securities for itself or other holders under the Securities Act (other than an Exempt Registration), the Company shall give written notice to the Investor of such proposed registration at least days prior to the anticipated filing date, and the Investor may request inclusion of all or any portion of the Investor's Registrable Securities in such registration on a pro rata basis, subject to underwriter cutbacks and customary allocations.

2.3 Registration Procedures. The Company shall use commercially reasonable efforts to cause any registration hereunder to become effective as promptly as practicable and to keep such registration effective for a commercially reasonable period. The Company shall prepare and file all required documents, respond to all material comments and, subject to compliance with the obligations herein, shall bear all Registration Expenses. The Investor shall cooperate with the Company and provide customary information and representations required for the registration.

2.4 Underwriter Indemnification. If Registrable Securities are included in any registration, the Investor shall indemnify the Company and the Company's officers and directors against losses arising from material misstatements in information furnished in writing by the Investor for use in such registration, to the extent such losses exceed the proceeds received by the Investor in such offering. The Company shall indemnify the Investor for losses resulting from misstatements or omissions in the registration statement, to the extent caused by the Company's acts or omissions.

3. INFORMATION RIGHTS

3.1 Delivery of Financial Information. For so long as the Investor holds Registrable Securities, the Company shall deliver to the Investor: (a) within ninety (90) days after the end of each fiscal year, audited annual financial statements, including balance sheet, income statement and notes, prepared in accordance with generally accepted accounting principles consistently applied; and (b) within forty-five (45) days after the end of each fiscal quarter, unaudited condensed financial statements for such quarter.

3.2 Inspection and Information. The Company shall permit the Investor and its representatives reasonable access during normal business hours to the Company's properties, books and records and shall provide additional information reasonably requested by the Investor for purposes related to its investment, subject to a customary confidentiality obligation.

4. BOARD OBSERVER AND BOARD MATTERS

4.1 Observer Rights. So long as the Investor holds at least of the Company's outstanding voting securities, the Investor shall have the right to designate one non-voting observer to attend meetings of the Board of Directors and receive materials provided to directors, subject to customary confidentiality and non-voting obligations.

4.2 Board Nomination. The Investor shall have the right to nominate one director to the Company's board while the Investor holds at least . Any nominee shall be elected in accordance with the Company's governing documents and applicable law.

5. PREEMPTIVE RIGHTS

5.1 Right of Participation. If the Company proposes to issue any equity securities (other than Exempt Issuances), the Investor shall have the right to purchase its Pro Rata Share of such new issuance at the same price and on the same terms as offered to third parties. The Investor shall have days from receipt of notice to elect to participate by delivering written notice and payment.

5.2 Pro Rata Share. For purposes of this Section 5, "Pro Rata Share" means the fraction, expressed as a percentage, equal to the ratio of (a) the number of shares of the applicable class owned by the Investor immediately prior to the issuance, to (b) the aggregate number of outstanding shares of such class immediately prior to the issuance.

6. TRANSFER RESTRICTIONS; TAG-ALONG; RIGHT OF FIRST REFUSAL

6.1 Transfer Restrictions. Except as otherwise permitted by this Agreement or the Company's charter documents, no Party shall transfer any Registrable Securities except in compliance with applicable securities laws and subject to the Company's right of first refusal and any applicable lock-up agreements.

6.2 Right of First Refusal. If a holder of capital stock proposes to transfer shares to a third party (a Transferee), the Company shall have a right of first refusal to purchase such shares on the same terms. If the Company does not exercise its right, the Investor shall have the right to purchase its Pro Rata Share on the same terms.

6.3 Tag-Along. In the event that one or more holders of the Company's capital stock propose to sell shares to a third party, the Investor shall have the right to include its shares in such sale on a pro rata basis and on the same terms and conditions.

7. CONFIDENTIALITY; NO IMPAIRMENT

7.1 Confidentiality. The Investor acknowledges that certain information disclosed by the Company under this Agreement may be confidential. The Investor shall maintain such information in confidence and use it only for purposes related to the Investor's evaluation and monitoring of its investment, except as required by law or permitted under a confidentiality carve-out.

7.2 No Impairment of Rights. The Company shall not, by amendment to its organizational documents, issuance of securities or otherwise, take any action that would materially and adversely affect the rights granted to the Investor under this Agreement without the Investor's prior written consent, except as expressly provided herein.

8. NOTICES

Company Notice Address

Investor Notice Address

Notices shall be in writing and shall be deemed given when delivered in person, by nationally recognized overnight courier, by certified mail (return receipt requested) or by electronic transmission with confirmation, to the addresses set forth above or to such other address as a Party may designate by written notice to the other Party.

9. AMENDMENTS; WAIVER

9.1 Amendments. This Agreement may be amended or modified only by a written instrument executed by the Company and the Investor holding at least a majority of the Registrable Securities affected thereby, except that no amendment may materially and adversely affect the rights of any holder without the written consent of such holder.

9.2 Waiver. No failure or delay by any Party in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of any right.

10. MISCELLANEOUS

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Governing Law Jurisdiction: , without regard to conflicts of laws principles.

10.2 Entire Agreement. This Agreement, together with the Purchase Agreement and any ancillary documents referenced herein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating thereto.

10.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

10.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic transmission shall be effective as original signatures.

10.5 Survival. The provisions of Sections 2.4 (Underwriter Indemnification), 3 (Information Rights), 7 (Confidentiality) and this Section 10 shall survive any termination of this Agreement.

ADDITIONAL PROVISIONS

11.1 Further Assurances. Each Party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

11.2 Interpretation. Headings are for convenience only and shall not affect interpretation. The words "include" and "including" shall be construed as if followed by "without limitation" unless the context otherwise requires.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

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