This sample document is the work product of a national coalition of attorneys who specialize in venture capital financings, working under the auspices of the NVCA. This document is intended to serve as a starting point only, and should be tailored to meet your specific requirements. This document should not be construed as legal advice for any particular facts or circumstances. Note that this sample document presents an array of (often mutually exclusive) options with respect to particular deal provisions.
Some footnotes were merely moved, so for convenience of review, the drafting committee haswe’ve flagged new footnotes and footnotes that were substantively revised (excluding cleanup changes) in the October 2024 revision , as a redline will show as changes footnotes that merely moved making it harder to discern a “substantive” change.).
Preliminary Note
An Investors’ Rights Agreement can cover many different subjects. The most common are information rights, registration rights, contractual “rights of first offer” or “preemptive” rights (i.e., the right to purchase securities in subsequent equity financings conducted by the Company), and various post-closing covenants of the Company.
[AMENDED AND RESTATED] INVESTORS’ RIGHTS AGREEMENT¹
¹The introduction and recitals have been streamlined and made more consistent across the stockholder agreements.
THIS [AMENDED AND RESTATED] INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of [________], 20[__], by and among [____________], a Delaware corporation (the “Company”), [and] the Investors (as defined below) [and the Key Holders (as defined below)].
RECITALS²
² This first set of Recitals is appropriate when you are drafting legal documents in connection with the Company’s sale of its first series of preferred stock (Series A). Consider adding references to Key Holders in the Recitals, as appropriate.
[Alternative 1
³ This first set of Recitals is appropriate when you are drafting legal documents in connection with the Company’s sale of its first series of preferred stock (Series A). Consider adding references to Key Holders in the Recitals, as appropriate.
WHEREAS, the Company and the Investors are parties to that certain Series A Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”); and
WHEREAS, in order to induce the Company to enter into the Purchase Agreement and to induce the Investors to invest funds in the Company pursuant to the Purchase Agreement, the Investors and the Company hereby agree that this Agreement shall govern the rights of the Investors to cause the Company to register shares of Common Stock issuable to the Investors, to receive certain information from the Company, and to participate in future equity offerings by the Company, and shall govern certain other matters as set forth in this Agreement;]
[Alternative 2
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