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2 similar Investor Rights Agreement contracts by Smith Electric Vehicles Corp.

SMITH ELECTRIC VEHICLES CORP. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 23rd, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies • Delaware

This SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of January 30, 2012, by and among Smith Electric Vehicles Corp., a Delaware corporation (the “Company”), the holders of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), listed on Exhibit A hereto (the “Series D Holders”), the holders of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), listed on the signature pages hereto (the “Series C Holders”), the holders of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), listed on the signature pages hereto (the “Series B Holders”), and the holders of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), listed on signature pages hereto (the “Common Holders”).

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SMITH ELECTRIC VEHICLES CORP. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • April 4th, 2012 • Smith Electric Vehicles Corp. • Motor vehicles & passenger car bodies • Delaware

This SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of January 30, 2012, by and among Smith Electric Vehicles Corp., a Delaware corporation (the “Company”), the holders of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), listed on Exhibit A hereto (the “Series D Holders”), the holders of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), listed on the signature pages hereto (the “Series C Holders”), the holders of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), listed on the signature pages hereto (the “Series B Holders”), and the holders of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), listed on signature pages hereto (the “Common Holders”).

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