Santa Clara California Investors' Rights Agreement is a legal document that outlines the rights and responsibilities of Velocity, Inc., existing holders, and founders in relation to investments made in the company. This agreement is crucial for establishing clarity and protection for all parties involved in the investment process. The Santa Clara Investors' Rights Agreement serves to safeguard the interests and rights of the investors, ensuring that their investments are protected and that they have a say in the decision-making processes of the company. It also provides guidelines and procedures for future investments, transfers of shares, and potential liquidity events. The agreement typically includes a range of provisions, such as: 1. Voting Rights: This section addresses the voting rights of investors and outlines the process for major decision-making. It often highlights the rights of preferred stockholders in approving or vetoing certain actions, such as mergers, acquisitions, or changes to the company's capital structure. 2. Registration Rights: This section details the rights of the investors to register their shares with the Securities and Exchange Commission (SEC). It ensures that investors have the opportunity to sell their shares to the public markets, providing them with potential liquidity options. 3. Tag-Along Rights: This provision allows minority investors to "tag along" when a majority shareholder wishes to sell their shares. It enables all investors to participate proportionally in the sale, protecting their interests and ensuring fair treatment. 4. Drag-Along Rights: Conversely, this provision enables a majority shareholder to "drag along" minority shareholders in the event of a sale. It ensures that a potential buyer can acquire the entire company without facing any obstacles from minority stakeholders. 5. Preemptive Rights: These rights grant existing shareholders the opportunity to maintain their ownership percentage in the company by purchasing additional shares before they are offered to new investors. They help protect the existing shareholders from potential dilution. 6. Information Rights: This section outlines the investors' entitlement to receive regular financial and operational information about the company. It ensures transparency and allows the investors to monitor the progress and performance of their investment. 7. Co-Sale Rights: This provision allows individual investors to participate in the sale of shares when other founders or major shareholders decide to sell. It offers investors the opportunity to exit their investment on similar terms to the founders and existing holders. Different types of Santa Clara California Investors' Rights Agreements between Velocity, Inc., existing holders, and founders may exist based on specific negotiations and terms tailored to the unique circumstances of each agreement. However, the key provisions mentioned above are typically included in most agreements to protect the rights and interests of all parties involved in the investment process.