Investors’ Rights Agreement (Updated October 2024) (NVCA)
This Investors' Rights Agreement template defines the key rights of investors in a company, including access to financial information, the ability to register their shares for public sale, and the right to participate in future equity financings. It also sets out various company covenants, such as maintaining D&O insurance and anti-harassment policies, to protect investor interests.
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.
For convenience of review, the drafting committee has 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 AGREEMENT
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)].
RECITALS¹
¹ Recitals have been further simplified and conformed across documents; care should be taken to appropriately update to reflect the specific terms of the particular transaction.
[WHEREAS, certain of the Investors (the “Existing Investors”) hold shares of [Series [_]] Preferred Stock and/or shares of Common Stock issued upon conversion thereof and possess registration rights, information rights, rights of first offer, and other rights pursuant to that certain Investors’ Rights Agreement dated as of [_________ , 20], by and among the Company and such Existing Investors (the “Prior Agreement”);
WHEREAS, the undersigned Existing Investors are holders of a sufficient number of the securities of the Company as are required to amend the Prior Agreement, and desire to amend and restate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Agreement; and]
WHEREAS, the Company and [certain of] the Investors are parties to that certain Series [_] Preferred Stock Purchase Agreement of even date herewith by and among the Company and such Investors (the “Purchase Agreement”), under which certain of the Company’s and such Investors’ obligations are conditioned upon the execution and delivery of this Agreement by the undersigned parties.
NOW, THEREFORE, the parties agree as follows:
Definitions. For purposes of this Agreement:
This is a preview. The full template is free on GitLaw.
5.0 out of 5 on Google
Read reviewsAs seen in
Frequently asked questions
A template isn't binding on its own - like any contract, it becomes binding once it's properly completed and signed. Templates in our curated library are professionally drafted for US or UK law; review any template before you sign it.
Yes. Chat with GitLaw to edit any section, or make changes directly in the editor.
Yes, read about team plans here.
Describe what you need in the chat and GitLaw will draft it for you.
Templates in our curated library are professionally drafted for US or UK law. The wider library comes from the GitLaw community and public sources - a solid starting point, but check any template fits your situation before you rely on it.
Mostly US and UK law. Some templates use general commercial terms that work across jurisdictions, and many note which law they're written for.
It depends on the situation. Templates work well for routine business agreements. For anything involving significant money, complex IP, employment, or areas you're unsure about, it's worth getting professional advice before you sign. GitLaw provides templates and tools, not legal advice.
Open any template in GitLaw and describe the change you want in the chat — 'make clause 4 mutual' or 'add a 30-day notice period', for example. GitLaw drafts the revised language and shows it as a suggested edit. You accept, reject, or keep editing from there.
Yes. Upload a Word, PDF, or Markdown file and GitLaw will open it in the editor. You can review, edit, or chat with GitLaw about it the same way you would with any template from the library.
Trusted by 5,000+ businesses
From template to signed, in one place
Every template opens in an editor with an AI agent alongside it.
Open
Pick a template and open it. Nothing to download, and no credit card to start.
Free to open
Edit with AI
Describe your situation in chat and the agent adapts the wording, clause by clause.
Tracked changes you can review
Send and sign
Share it for negotiation, then collect signatures without leaving GitLaw.
eSign included
Built for your legal work,
with practicing lawyers
Trained on 5,500+ clauses and specialist areas of law. Built with a standards committee of independent lawyers.
As seen in
Ready to get started?
No sales calls, no credit card. Just chat with GitLaw.
GitLaw provides templates and tools, not legal advice. Templates are a starting point, not a substitute for advice on your situation - for anything significant, speak to a qualified lawyer.