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Investor Rights Agreement
Protect investor interests and define shareholder rights with this Investor Rights Agreement Template.
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Investor Rights Agreement Template
This Investor Rights Agreement (“Agreement”) is entered into on [Date], by and between:
Company: [Company Name]
Address: [Address]
Contact: [Phone, Email]
Investors: [List Names/Entities of Investors]
Address: [Addresses]
Contact: [Phone, Email]
Together referred to as the “Parties.”
1. Purpose
This Agreement is designed to protect investor rights and define the relationship between the Company and its investors, including governance, reporting, and exit rights.
2. Information Rights
The Company shall provide investors with quarterly and annual financial statements, budgets, and any material updates.
Investors may request reasonable access to company records and management discussions.
3. Preemptive Rights
Investors shall have the right to participate in future financing rounds to maintain their ownership percentage.
Exceptions to preemptive rights must be specified (e.g., employee stock option pools).
4. Registration Rights (if applicable to public offering)
Investors shall have demand registration rights to compel the Company to register shares for public sale.
Investors shall also have piggyback registration rights when the Company files for an offering.
5. Board Representation
Investors holding at least [X%] of outstanding shares may appoint [1] director to the Company’s Board.
Observer rights may also be granted to investors without formal board seats.
6. Transfer Restrictions
Shares may not be transferred without compliance with securities laws and the Company’s approval.
Right of First Refusal (ROFR): The Company or other investors shall have the right to purchase shares before third parties.
7. Protective Provisions
The following actions require investor consent:
Issuance of new classes of stock
Amendments to the Company’s charter that affect investor rights
Sale, merger, or dissolution of the Company
8. Exit Rights
Investors may require the Company to pursue an exit strategy after [X years].
Drag-along rights: Minority shareholders must sell if majority investors approve a sale.
Tag-along rights: Minority investors may sell on the same terms as majority investors.
9. Confidentiality
Investors shall keep all confidential business information obtained from the Company secure and not disclose it without consent.
10. Governing Law
This Agreement shall be governed by the laws of [State/Country].
11. Entire Agreement
This document represents the full understanding of the Parties and supersedes prior negotiations.
Signatures
Company: ____________________________ Date: _________
Name/Title: _________________________________________
Investor(s): __________________________ Date: _________
Name/Entity: ________________________________________
Details
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Investor Rights Agreement
INVESTOR RIGHTS AGREEMENT FAQ
What is an Investor Rights Agreement?
An Investor Rights Agreement is a legal document signed between a company and its investors that defines specific rights granted to investors, such as access to financial information, governance participation, and protections against dilution.
Why is an Investor Rights Agreement important?
It reassures investors by giving them legal protections and transparency, while helping companies attract funding. It also ensures clarity around shareholder rights, exit strategies, and participation in future financing rounds.
When should you use an Investor Rights Agreement?
Use it during venture capital or private equity investments, or whenever external investors are acquiring shares in a company and need defined rights beyond standard shareholder agreements.
What should an Investor Rights Agreement include?
It should specify information rights, preemptive rights, registration rights, voting rights, board representation, transfer restrictions, and dispute resolution mechanisms.
How does an Investor Rights Agreement differ from a Shareholders’ Agreement?
While both define rights of shareholders, an Investor Rights Agreement is more specific to protecting investors (especially minority investors) in venture-backed companies, whereas a Shareholders’ Agreement covers broader governance rules for all shareholders.
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