Investor Rights Agreement

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					An Investor Rights Agreement is between an investor and the company or person in
which the investor invests. The agreement can cover many different subjects. The
most frequent are information rights, registration rights, contractual rights of first offer or
pre-emptive rights (i.e., the right to purchase securities in subsequent equity financing
conducted by the company), and various post-closing covenants of the company. This
document is customizable to fit the needs of the contracting parties. Use this form to
clearly state the rights and responsibilities of an investor from the beginning of the
relationship between the parties.
                     INVESTOR RIGHTS AGREEMENT

This Investor Rights Agreement is made on this __ day of __________, _____, by and between
_____________, a __________ corporation (“the Company”) and the Investors listed in the
Schedule of Investors attached hereto as Annex A (collectively the “Investors” and individually
an “Investor”).
                                          RECITALS

   1. WHEREAS, Investor has acquired and holds as of the date of this Agreement shares of
      __________________ [Common or Preferred]stock of the Company, $______ par
      value per share (the “Shares”) purchased by Investor under that certain Stock Purchase
      Agreement dated ___________ ( “Stock Purchase Agreement”) by and among Investor,
      the Company and _______________, a _____________ corporation (“Seller”); and

   2. WHEREAS, the Company wishes to grant certain registration rights with respect to the
      Shares;; and

   3. WHEREAS, the parties desire to provide for certain rights of the Company and Investor
      as described herein;

NOW THEREFORE, in consideration of the promises herein contained and other good and
valuable consideration, the parties hereto agree as follows:

1. Definitions

   “Act” means the Securities Act of 1933, as amended including any rules and regulations
   thereunder;

   “Affiliate” in relation to a party means an entity which controls, is controlled by or which is
   in common control with a party;

   “Control” in relation to an entity means power to direct the management or policies of such
   entity whether through ownership of voting securities, by way of contract or otherwise;

   “Commission” means the Securities and Exchange Commission;

   “Common Stock” means the shares of the Company’s Common stock, no par value;

   “Exchange Act” means the Securities Exchange Act of 1934, as amended including any
   rules and regulations thereunder;
     “Holder or Holders” means Investors listed in Annex A, holding Registrable Securities,
     including any Affiliate of Investor to whom Registrable Securities are transferred in
     accordance with the requirements of this Agreement;

     “Register,” “Registered” and “Registration” refer to a registration effected by preparing
     and filing a registration statement in compliance with the Act, and the declaration or ordering
     of the effectiveness of such registration statement.

     “Registration Expenses” means all expenses incurred by the Company in compliance with
     Sections 2 and 3 below, including, without limitation, all registration and filing fees, printing
     expenses, accounting fees and expenses, fees and disbursements of counsel for the Company,
     the underwriters and one special counsel for the selling Holders, if any, blue sky fees and
     expenses and the third-party expenses of any special audits incident to or required by any
     such registration (but excluding the compensation to regular employees of the company, the
     underwriter’s and broker’s discounts and commissions);

     “Registrable Securities” means Shares sold to the Investor by the Seller pursuant to the
     Stock Purchase Agreement and held by a Holder (“Shares”), including any Common Stock
     of the Company issued as (or issuable upon the conversion or exercise of any warrant, right
     or other security which is issued as) a dividend or other distribution with respect to, or in
     exchange for or in replacement of, the Shares held from time to time by a Holder.

2. Company Registration

    2.1. Right to Register

          Subject to Section 10(b) below, if at any time Company proposes to register any of its
          Common Stock under the Act, either for its own account or for the account of a holder,
          other than (i) a registration relating solely to employee benefit plans, (ii) a registration
          relating to a corporate reorganization or other transaction covered by Rule 145 under the
          Act, (iii) a registration on any form that does not include substantially the same
          information as would be required to be included in a registration statement covering the
          sale of the Registrable Securities, or (iv) a registration in which the only Common Stock
          being registered is Common Stock issuable upon conversion of debt securities or
          preferred stock that are also being registered and the registration form to be used may be
          used for the registration of Registrable Securities (a “Piggyback Registration”), the
          Company will:




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          a.    give prompt written notice thereof to each Holder (which shall include a list of the
                jurisdictions in which the Company intends to attempt to qualify such securities
                under the applicable blue sky or other state securities laws); and

          b.    include in such registration (and any related qualification under blue sky laws or
                other compliance), and in any underwriting involved therein, all the Registrable
                Securities specified in a written request or requests made, within twenty (20)
                business days after receipt of such written notice from the Company, by any Holder.

    2.2. Right to Terminate Registra
				
DOCUMENT INFO
Description: An Investor Rights Agreement is between an investor and the company or person in which the investor invests. The agreement can cover many different subjects. The most frequent are information rights, registration rights, contractual rights of first offer or pre-emptive rights (i.e., the right to purchase securities in subsequent equity financing conducted by the company), and various post-closing covenants of the company. This document is customizable to fit the needs of the contracting parties. Use this form to clearly state the rights and responsibilities of an investor from the beginning of the relationship between the parties.
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