Investor Rights Agreement Template

This Investor Rights Agreement ("Agreement") is entered into on [Date] by and among [Company Name], a [State] corporation (the "Company"), and the investors listed on Schedule A (the "Investors").

1. Registration Rights

1.1 Demand Registration

• Investors holding at least [Percentage]% of registrable securities may demand up to [Number] registrations, subject to blackout periods and minimum offering size.

1.2 Piggyback Registration

• Investors entitled to notice of Company-initiated registrations and may include registrable securities, subject to underwriter cutbacks.

1.3 S-3 Registration

• After eligibility, investors may request shelf registration on Form S-3, subject to minimum aggregate offering size.

1.4 Expenses

• Company bears registration expenses; Investors bear underwriting discounts and commissions.

2. Information Rights

• Company to provide annual audited financial statements, quarterly unaudited statements, and annual budget.
• Inspection rights: Investors may visit Company facilities and inspect records with reasonable notice.

3. Right of First Offer (ROFO)

• Prior to issuing new equity securities, Company must offer Investors right to purchase pro rata shares, subject to customary exceptions (e.g., employee equity, strategic alliances).
• Notice requirements, election period, and oversubscription provisions.

4. Pro Rata Rights (Optional)

• Investors may maintain ownership percentage in future financings, even if ROFO not exercised.

5. Protective Provisions

• Consent of holders of [Percentage]% of preferred stock required for major actions: amendments to charter, creation of senior securities, dividends, redemption, liquidation events, related-party transactions, change in board size.

6. Board Matters

• Investor representative entitled to board seat or observer rights.
• Indemnification and D&O insurance requirements.

7. Confidentiality

• Investors agree to maintain confidentiality of non-public information, subject to exceptions for legal requirements.

8. Termination

• Agreement terminates upon IPO, qualified sale, or when Investors hold less than [Percentage]% of outstanding shares.

9. Miscellaneous

• Governing law: [State].
• Notices, amendments (require consent of Company and majority of investors), counterparts, assignment restrictions.

Schedule A – Investors

• List of investors, addresses, and number of shares owned.

Schedule B – Exceptions (if any)

• Pre-approved issuances exempt from ROFO.

Signatures

Company: [Company Name]
By: ________
Name: [Officer Name]
Title: [Title]

Investors:
[Investor Name]
By: ________
Name/Title: [Name/Title]

Customize rights to align with applicable securities laws and negotiations between company and investors.