The Oregon Investor Rights Agreement is a legally binding contract that outlines the rights and obligations of investors who purchase Series C Preferred Stock shares in Oregon. This agreement is crucial as it establishes the terms and conditions under which investors can acquire these shares, protecting their interests and ensuring transparency in the investment process. By adhering to this agreement, both the investors and the company issuing the shares can operate with clarity and certainty. The Oregon Investor Rights Agreement covers various essential aspects related to the purchase of Series C Preferred Stock shares, including: 1. Purchase Terms: This section outlines the specific terms of the investment, including the number of shares being purchased, the purchase price, and any applicable payment terms. 2. Voting Rights: The agreement defines the voting rights associated with the Series C Preferred Stock shares. Investors typically have the right to vote on specific matters related to the company's governance and decision-making process. 3. Dividend and Liquidation Preferences: This clause outlines the dividend rights of the investors, including any preference they may have over other stockholders in terms of receiving dividends. It also addresses the preferred position of investors in the event of the company's liquidation or sale. 4. Information Rights: Investors are entitled to receive regular and detailed information regarding the company's financial standing, operations, and any material events that might impact their investment. This section specifies the frequency, format, and nature of the information to be provided. 5. Board Representation: The agreement may grant investors the right to appoint a representative to the company's board of directors. This provision ensures that investor interests are adequately represented in the decision-making process. 6. Transfer Restrictions: The agreement may impose restrictions on the transferability of the Series C Preferred Stock shares, limiting the ability of investors to sell or transfer their shares without the company's consent or without complying with certain conditions. Two potential variations of the Oregon Investor Rights Agreement regarding the purchase of Series C Preferred Stock shares include the "Oregon Investor Rights Agreement (Series C-1)" and "Oregon Investor Rights Agreement (Series C-2)." These variations usually arise if a company issues different series of preferred stock shares at different times or with varying terms and conditions specific to those series. In conclusion, the Oregon Investor Rights Agreement is a comprehensive framework that safeguards the rights of investors who purchase Series C Preferred Stock shares in Oregon. It ensures their participation in decision-making processes, protects their investment, and maintains transparency between the company and its investors.