The Texas Investor Rights Agreement (IRA) is a legal document that outlines the rights and privileges of investors who purchase Series C Preferred Stock shares in a Texas-based company. It serves to protect the interests of the investors and establish a mutually beneficial relationship between the company and its investors. This agreement is particularly significant in fundraising rounds as it sets forth the terms and conditions that govern the investment process. The Texas Investor Rights Agreement provides comprehensive details on several important aspects, including but not limited to the following: 1. Preferred Stock Rights: The agreement outlines the specific rights associated with the Series C Preferred Stock shares. These rights may include, but are not limited to, voting rights, dividend preferences, liquidation preferences, and conversion privileges. 2. Voting Rights: The agreement specifies the voting rights that investors have in making decisions that impact the company. These may include the ability to vote on matters such as the election of the board of directors, major acquisitions, or changes to the company's bylaws. 3. Dividend Preferences: The IRA typically outlines the preferred stockholders' right to receive dividends over common stockholders. Dividend preferences may include fixed amounts, percentage-based payments, or accruing dividends. 4. Liquidation Preferences: This section describes the order in which the proceeds from a liquidation event, such as the sale or merger of the company, are distributed to investors. It ensures that Series C Preferred Stockholders receive a certain amount or a multiple of their original investment before common stockholders. 5. Conversion Privileges: The agreement may specify the conditions under which the Series C Preferred Stock can be converted into common stock. This provision allows investors to participate in any potential equity appreciation of the company over time. 6. Anti-Dilution Protection: Some Texas Investor Rights Agreements provide anti-dilution protection to investors by adjusting the conversion price or granting additional shares if the company issues more stock at a lower price than the original investment. 7. Board Representation: In certain cases, the agreement may grant the right for preferred stockholders to appoint a representative to the company's board of directors, ensuring investor representation and influence over strategic decisions. It should be noted that while the above information covers the general components of a Texas Investor Rights Agreement, there may be variations or additional terms depending on the specific legal context. Different types or variations of Texas Investor Rights Agreements may exist, such as Series A, Series B, or subsequent Series C Preferred Stock agreements, each tailored to the corresponding round of investments within the company.