股份限制協(xié)議書(shū)范本模板

1、編號(hào)： _股份限制合同甲方： _乙方： _簽訂日期： _年_月_日第1頁(yè)共24頁(yè)SHARERESTRICTIONAGREEMENT（股東限制協(xié)議）股份限制協(xié)議的作用是限制創(chuàng)始人股份的授予，對(duì)于創(chuàng)始人持有公司所有的股份，在年內(nèi)每年授予。如創(chuàng)始人提前離職、 有違法行為或重大違約，則其可獲得的股份會(huì)相應(yīng)減少并由公司回購(gòu)，因此限制創(chuàng)始人在公司的投票權(quán)、影響力和獲得經(jīng)濟(jì)收入的權(quán)利，保護(hù)公司的股權(quán)資本和投資人的權(quán)益。SHARE RESTRICTION AGREEMENTTHIS SHARE RESTRICTION AGREEMENT (this “ Agreement ” ) is entered int

2、o on(the“ Effective Date” ), by and among, aorganizedunderthelawsofCayman Islands(the“ Company”),each of theindividualsand their respective holding companies through which such individual holds certainordinary shares of the Company as listed on Schedule I attached hereto (each suchindividual, a“ Pri

3、ncipal” and collectively, the“ Principals” , each such holdingcompany, a “ HoldingCompany” and collectively,the“ HoldingCompanies ” andwith thePrincipals,the“ RestrictedPersons ” ), and thePersons listedon ScheduleIIattachedhereto, together with its successor and permitted assign and transferee (the

4、“ Investor”).Each ofthepartiesto thisAgreementis referredtoherein individuallyas a“ Party”andcollectivelyas the “ Parties”.Capitalizedtermsused hereinwithoutdefinition shallhave the meanings set forthin the Shareholders Agreement(as definedbelow).RECITALSA.The Investor has agreed to purchase from th

5、e Company, and the Company has agreed tosellto the Investor,certainSeriesA PreferredShares oftheCompany on the terms andconditions set forth in the Series A Preferred Share Purchase Agreement datedby and among the Company, the Principals, theHolding Companies,the Investor, and theother parties there

6、to (the“ Purchase Agreement” ).第2頁(yè)共24頁(yè)B.The Purchase Agreementprovidesthatit isa condition precedentto the consummationof the transactions contemplated under the Purchase Agreement that the Parties enterinto this Agreement.C.The Partiesdesireto enter intothisAgreement and make the respectiverepresen

7、tations,warranties, covenants and agreements set forth herein on the terms and conditions setforth herein.WITNESSETHNOW, THEREFORE, in consideration of the foregoing recitals, the mutual promiseshereinafter set forth, and other good and valuable consideration, the receipt andsufficiencyof whicharehe

8、reby acknowledged,the Parties intendingtobe legally boundhereto hereby agree as follows:1.Definitions.1.1 The following terms shall have the meanings ascribed to them below:“ Affiliate” means, with respect to a Person, any other Person that, directly orindirectly, Controls, isControlledby or is unde

9、r common Control withsuch Person.Inthe case of any Investor, the term“ Affiliate” also includes (v) any shareholder ofsuch Investor, (w) any of such shareholders or such Investor s general partners orlimited partners, (x) the fund manager managing or advising such shareholder or suchInvestor(andgene

10、ralpartners,limitedpartnersand officersthereof)and otherfundsmanaged or advised by such fund manager, (y) trusts Controlled by or for the benefitof any such Person referred to in (v), (w) or (x), and (z) any fund or holding companyformed forinvestmentpurposesthatis promoted,sponsored, managed, advis

11、ed or servicedby such Investoror any of itsshareholderor itsshareholder s generalpartnerorfundmanager.“ Business Day ” means any day that is not a Saturday, Sunday, legal holiday or otherday on which commercialbanks are requiredor authorizedby law to be closedin the CaymanIslands, the PRC or Hong Ko

12、ng.第3頁(yè)共24頁(yè)“ Board of Directors” means the board of directors of the Company.“ Cause” means, with respect to a Principal, the determination by a majority of the non-Principal directors on the Board of Directors of the Company that the Principal:(a) has committed an act of theft, forgery, fraud, disho

13、nesty, misappropriation orembezzlement, has committedan act whichbringsthePrincipalorany Group Company intopublic disrepute, contempt, scandal or ridicule, has committed a knowing violation ofany order,ruleor regulationof any courtorgovernmentalorregulatorybody or authority,or has violated any duty

14、of loyalty or other fiduciary duty owed to the Group; (b) hasbeen indicted or convicted of, or pled guilty or nolo contendere to, any felony (otherthan a moving vehicle violation); (c) has engaged in the unlawful use or possession ofillegal drugs; (d) has breached in any material respect this Agreem

15、ent or any otheragreement among such Principal and the Company (and certain other parties thereto, ifany, including any employment agreement, confidentiality and invention assignmentagreement and non-competeagreement),whichbreachis not cured(ifcurable,and if otherthan a funding obligation) within 30

16、 days after receipt of written notice from theCompany to such Principal specifying such failure; (e) has materially breached ormaterially failed tocomplywiththegood-faithand reasonable directionsof the Boardof Directorsofthe Company; or (f)has failedtodevoteallofhis/herfullprofessionaltime, attentio

17、n,energiesand abilitiestohis/heremploymentfortheGroup Companies.“ Control ” of a given Person means the power or authority, whether exercised or not,to directthe business,management and policiesof such Person,directlyor indirectly,whetherthroughthe ownershipof votingsecurities,by contractor otherwis

18、e;provided,that such power or authority shall conclusively be presumed to exist upon possessionof beneficial ownership or power to direct the vote of more than fifty percent (50%)of the votes entitled to be cast at a meeting of the members or shareholders of suchPerson or power to control the compos

19、ition of a majority of the board of directors of第4頁(yè)共24頁(yè)such Person.The terms“ Controlled ” and “ Controlling” havemeaningscorrelativeto the foregoing.“ Equity Securities” means withrespect to any Person that is a legalentity,any andall sharesof capitalstock, membership interests,units,profitsinteres

20、ts,ownershipinterests, equity interests, registered capital, and other equity securities of suchPerson, and any right, warrant, option, call, commitment, conversion privilege,preemptiverightorotherright toacquire any ofthe foregoing, orsecurityconvertibleinto, exchangeable or exercisable for any of

21、the foregoing.“ Group Company” has the meaning given to such term in the Memorandum and Articles.“ Hong Kong ” means the Hong Kong Special Administrative Region.“ Leave/Disability ” means, with respect to a Principal, that such Principal has been unable to perform his or her duties due to serious il

22、lness, disability, or mandatoryleave from officeas requiredby applicablelaw(includingbutnot limitedtostatutorymilitaryservices)for three(3) consecutivemonths or six(6)monthsinany twelve (12)month period, in the case of illness or disability, or up to a consecutive period oftwo (2) years, in the case

23、 of mandatory leave as required by applicable law.“ MajoritySeriesA PreferredHolders” means the holdersof 50% or more ofthe votingpower of the then outstandingSeries A PreferredShares and/orOrdinarySharesconvertedtherefrom (voting together asa singleclass andcalculatedon an as-convertedbasis).“ Memo

24、randum and Articles ” means the Amended and Restated Memorandum of Association of the Company and the Amended and Restated Articles of Association of the Company, aseach may be amended and/or restated from time to time.“ Ordinary Shares ” means the ordinary shares of the Company, par valueUS$per sha

25、re.“ Person ” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity.第5頁(yè)共24頁(yè)“ QualifiedIPO” means a firmcommitmentunderwrittenpublicofferingoftheOrdinaryShares of theCompany on the

26、New York StockExchange,NASDAQ,Hong Kong StockExchange,or other internationallyacceptedstock exchangeagreed by the Investor,(i) wheretheper share pre-offering valuation of the Company is at least times of theper share price of the Series A Preferred Shares (as adjusted for any share dividends,combina

27、tions,reclassificationsorsplitswithrespecttosuchsharesand thelike)and(ii) shares issued to the public in the offering by the Company shall not be less than25%of allsharesof theCompany, on a fully-dilutedbasis, immediatelyfollowingthepublic offering.“ PreferredShares ” means,collectively,theSeriesA P

28、referredSharesoftheCompany.“ RestrictedShares ” means,withrespecttoa Principaland suchPrincipal s HoldingCompanies, all of the Shares held by such Principal and such Principal s HoldingCompanies as of theStartDateand any new, substitutedoradditionalShares,securitiesor other property described in Sec

29、tion 3.5 of this Agreement received by any of themafterthe StartDate, which Shares,securitiesand otherpropertyshallremainRestrictedShares until they are vested and released from the Repurchase Right pursuant to thisAgreement.“ Series A Preferred Shares” means the Series A Preferred Shares of the Com

30、pany, parvalue US$per share, with the rights and privileges as set forth in theMemorandum and Articles.“ ShareholdersAgreement ”means the ShareholdersAgreement,as definedin the PurchaseAgreement and as amended from time to time.“ Shares ” means the Ordinary Shares and the Preferred Shares.“ StartDat

31、e ” means,with respectto each Principal,thedate of the Closing(as definedin the Purchase Agreement) or the date of signing formal employment contract with thecompany, whichever is later.第6頁(yè)共24頁(yè)“ Vested Shares ” meansShares that were RestrictedShares but that have subsequentlybecome vested and releas

32、ed from the Repurchase Right pursuant to this Agreement.1.2Other Defined Terms.The following terms shall have the meanings defined forsuch terms in the Sections set forth below:AgreementPreambleChange of Control EventSection 3.2(b)CompanyPreambleDisputeSection 5.4(a)Effective DatePreambleHKIACSectio

33、n 5.4(a)Holding CompanyPreambleInvestorPreambleOther Restriction AgreementsSection 2.6PartyPreamblePrincipalPreamblePurchase AgreementRecitalsRepurchasable SharesSection 3.1Repurchase PeriodSection 3.3Repurchase EventSection 3.1Repurchase RightSection 3.1Repurchase Right HolderSection 3.1Restricted

34、PersonPreambleTransferSection 2.1Transfer FormSection 2.2第7頁(yè)共24頁(yè)1.3Interpretation.For all purposes of this Agreement, except as otherwiseexpresslyherein provided,(i) the terms defined in this Section 1 shallhave the meaningsassignedto them inthisSection 1 and include the pluralas well asthe singular

35、, (ii)all accounting termsnototherwise defined hereinhave the meaningsassigned under theAccounting Standards (as defined in the Shareholders Agreement), (iii) all referencesin thisAgreement to designated“ SectionsSections and other subdivisions of the body ofgender or neuter shall include, as approp

36、riate,” and othersubdivisionsare to the designatedthis Agreement, (iv) pronouns of eitherthe other pronoun forms, (v) thewords“ herein, ” “ hereof ” and “ hereunder ” andotherwordsof similarimportrefertothisAgreement as a whole and not to any particular Section or other subdivision, (vi) allreferenc

37、es in this Agreement to designated Schedules, Exhibits and Appendices are totheSchedules,Exhibitsand AppendicesattachedtothisAgreement,(vii)referencestothisAgreement,and any otherdocument shallbe construedas references tosuch documentas the same may be amended, supplemented or novated from time to t

38、ime, (viii) the term“ or ” is not exclusive, (ix) the term“ including” will be deemed to be followed by“ ,butnot limited to,” (x)theterms“ shall,” “ will, ” and“ agrees ” are mandatory,and the term“ may” is permissive, (xi) the phrase“ directly or indirectly” meansdirectly,or indirectlythroughone or

39、more intermediatePersons orthroughcontractualor other arrangements, and“ direct or indirect” has the correlative meaning, (xii)the term“ voting power” refers tothe number ofvotesattributable to the Shares(onan as-convertedbasis)in accordance with the termsof theMemorandumand Articles,(xiii)the headi

40、ngs used in this Agreement are used for convenience only and are not to beconsidered in construing or interpreting this Agreement, (xiv) references to lawsinclude any such law modifying, re enacting, extending or made pursuant to the same orwhich is modified, re enacted, or extended by the same or p

41、ursuant to which the sameismade, and (xv)allreferencestodollarsorto“ US$” areto currencyof theUnited第8頁(yè)共24頁(yè)States of America and all references to RMB are to currency of the PRC (and each shallbe deemed to include reference to the equivalent amount in other currencies).2. Prohibition on Transfer of

42、Shares.2.1 Prohibitionon Transfer.No RestrictedPerson shalldirectlyor indirectlysell,assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of in any way( “ Transfer ” ) all or any part of any interest in any Restricted Shares. A RestrictedPerson shall not transfer any or all of Res

43、tricted Shares held by him or her withoutthe prior written consent of the Investor and any Transfer of Vested Shares shall besubject to thecompliance with the termsof thisAgreement, applicableLaw, and the OtherRestriction Agreements.In addition to the foregoing, no Restricted Person shalldirectly or

44、 indirectly Transfer any Shares unless the transferee of the Shares shallhave executed such documents as the Company or the Investor may reasonably require toensure that the rights of the Company and the Investor under this Agreement and OtherRestrictionAgreementsareadequatelyprotectedwith respectto

45、 such Shares,including,without limitation, the transferee s agreement to be bound by all of the terms andconditions of this Agreement, as if he, she or it were the original holder of suchShares.Any Transfer or purported Transfer of Restricted Shares or Vested Shares bya Restricted Person not made in

46、 conformance with this Agreement and Other RestrictionAgreements shall be null and void, shall not be recorded on the register of members ofthe Company and shall not be recognized by the Company.2.2Escrow.Upon theEffectiveDate,each ofthe RestrictedPersonsshalldeposit thecertificates representing all

47、 of the Restricted Shares, together with a transfer formexecuted in blank by the record owner of such Restricted Shares in the form attachedhereto as Exhibit A (the“ Transfer Form” ), in escrow with the Company to be held andreleasedonlyin accordancewiththeprovisionsof thisAgreement andOtherRestrict

48、ionAgreements.Immediatelyupon receiptby any RestrictedPerson of any new, substitutedor additional securities or other property described in Section 3.5, such Restricted第9頁(yè)共24頁(yè)P(yáng)erson shall immediately deliver to the Company, to be similarly held in escrow, thecertificates representing all of such sec

49、urities or other property.All Shares heldin escrow hereunder, together with any other securities or property held in escrowhereunder, shall be released to the record owner of such Shares when such Shares areno longer subject to the Repurchase Right (as defined below), or when such Shares areproperly

50、transferred pursuant totheRepurchaseRight, orwhen otherwiseagreed by theMajoritySeries A PreferredHoldersin writing.Each ofthe RestrictedPersons herebyacknowledges that the escrow hereunder is a material inducement to the Investor sinvestment in the Company pursuant to the Purchase Agreement and that such escrow iscoupled with an interest and is accordingly irrevocable.2.3Legend. Each existing or replacement certificat