Amended and Restated Investor's Rights Agreement between BirthdayExpress.Com, Inc., Michael Jewell, Jan Jewell and various investors regarding the sale and issuance of stock dated July 21, 1999. 34 pages.
The Rhode Island Investor's Rights Agreement of BirthdayExpress.com is a legally binding document that outlines the rights and obligations of investors who have invested in BirthdayExpress.com, a popular e-commerce platform specializing in birthday party supplies and decorations. This agreement aims to protect the interest of investors while also providing clarity on their role within the company. Under this agreement, investors are entitled to certain rights, including but not limited to: 1. Information rights: Investors have the right to access timely and accurate information about the financial performance and operations of BirthdayExpress.com. This includes regular updates, financial statements, reports, and any other relevant data that impacts the investment. 2. Inspection rights: Investors have the right to inspect the books and records of the company, ensuring transparency and accountability in financial matters. This allows them to verify the accuracy of financial statements and make informed decisions regarding their investment. 3. Voting rights: Depending on the shareholding structure, investors may have the right to vote on certain matters related to the company, such as major decisions, board member appointments, or changes in the company's capital structure. 4. Anti-dilution protection: This provision safeguards investors from future issuance of securities at a lower price, thereby ensuring that their ownership percentage remains unchanged and their investment value is not diluted. 5. Drag-along rights: If a majority of investors agree to sell their shares, the Rhode Island Investor's Rights Agreement allows them to "drag along" other investors, compelling them to sell their shares on the same terms and conditions. This provision simplifies the sale of the company or a significant portion of it. It is important to note that while the general framework of the Rhode Island Investor's Rights Agreement remains consistent, there may be variations or amendments specific to individual agreements. Different types or variations of this agreement may include: 1. Standard Investor's Rights Agreement: This is the basic agreement that outlines the fundamental rights and protections afforded to investors in BirthdayExpress.com. 2. Preferred Investor's Rights Agreement: This type of agreement is typically offered to preferred shareholders who have invested a larger sum of capital in the company. It may include additional rights and protections beyond those provided in a standard agreement. 3. Series A, B, C, etc. Investor's Rights Agreement: As a company raises multiple rounds of funding, it may enter into separate agreements for each series of investment. These agreements may have different terms, collectively building upon the previous agreements as the company matures and attracts more investors. In conclusion, the Rhode Island Investor's Rights Agreement of BirthdayExpress.com is a comprehensive legal contract that establishes the rights, protections, and responsibilities of investors within the e-commerce company. While variations may exist, these agreements generally safeguard investors' interests, promote transparency, and provide a framework for decision-making and governance.
The Rhode Island Investor's Rights Agreement of BirthdayExpress.com is a legally binding document that outlines the rights and obligations of investors who have invested in BirthdayExpress.com, a popular e-commerce platform specializing in birthday party supplies and decorations. This agreement aims to protect the interest of investors while also providing clarity on their role within the company. Under this agreement, investors are entitled to certain rights, including but not limited to: 1. Information rights: Investors have the right to access timely and accurate information about the financial performance and operations of BirthdayExpress.com. This includes regular updates, financial statements, reports, and any other relevant data that impacts the investment. 2. Inspection rights: Investors have the right to inspect the books and records of the company, ensuring transparency and accountability in financial matters. This allows them to verify the accuracy of financial statements and make informed decisions regarding their investment. 3. Voting rights: Depending on the shareholding structure, investors may have the right to vote on certain matters related to the company, such as major decisions, board member appointments, or changes in the company's capital structure. 4. Anti-dilution protection: This provision safeguards investors from future issuance of securities at a lower price, thereby ensuring that their ownership percentage remains unchanged and their investment value is not diluted. 5. Drag-along rights: If a majority of investors agree to sell their shares, the Rhode Island Investor's Rights Agreement allows them to "drag along" other investors, compelling them to sell their shares on the same terms and conditions. This provision simplifies the sale of the company or a significant portion of it. It is important to note that while the general framework of the Rhode Island Investor's Rights Agreement remains consistent, there may be variations or amendments specific to individual agreements. Different types or variations of this agreement may include: 1. Standard Investor's Rights Agreement: This is the basic agreement that outlines the fundamental rights and protections afforded to investors in BirthdayExpress.com. 2. Preferred Investor's Rights Agreement: This type of agreement is typically offered to preferred shareholders who have invested a larger sum of capital in the company. It may include additional rights and protections beyond those provided in a standard agreement. 3. Series A, B, C, etc. Investor's Rights Agreement: As a company raises multiple rounds of funding, it may enter into separate agreements for each series of investment. These agreements may have different terms, collectively building upon the previous agreements as the company matures and attracts more investors. In conclusion, the Rhode Island Investor's Rights Agreement of BirthdayExpress.com is a comprehensive legal contract that establishes the rights, protections, and responsibilities of investors within the e-commerce company. While variations may exist, these agreements generally safeguard investors' interests, promote transparency, and provide a framework for decision-making and governance.