Santa Clara California Investors Rights Agreement, also known as Santa Clara Investors Rights Agreement or SC IRA, is a legally binding contract between investors and a company based in Santa Clara, California. This agreement outlines the rights and privileges of investors who have invested their capital in the company. The purpose of the Santa Clara California Investors Rights Agreement is to protect the rights and interests of investors, ensuring transparency, accountability, and fair treatment in relation to their investments. It establishes a framework that governs the relationship between the company and its investors, promoting trust and confidence. Key provisions typically included in the agreement: 1. Equity Rights: The agreement specifies the type and amount of equity that investors will receive in exchange for their investment. It outlines the ownership percentage and voting rights they are entitled to. 2. Restriction on Transfer: It sets forth restrictions on transferring or selling shares without the consent of other investors or the company. This provision helps maintain stability within the investor group and prevents unwanted changes in ownership. 3. Anti-Dilution Protections: In order to safeguard the value of their investment, investors may be granted anti-dilution protections. These provisions aim to prevent their ownership percentage from being reduced in case of future equity issuance or down rounds. 4. Registration Rights: Investors may be granted the right to demand registration of their shares for public sale, which allows them to exit their investment under certain circumstances. The agreement outlines the process and conditions for exercising these registration rights. 5. Information Rights: The agreement ensures that investors receive timely and accurate financial and operational information about the company. This provision helps investors make informed decisions and monitor the performance of their investment. 6. Board Rights: Investors may be given the right to appoint a representative to the company's board of directors or observe board meetings. These rights provide investors with a voice in important decision-making processes. 7. Preemptive Rights: The agreement may grant investors the right to participate in future financing rounds to maintain their ownership percentage. This provision allows investors to protect their stake and avoid dilution. 8. Exit Strategy: The agreement may address the terms and conditions for investors to exit their investment, such as through an initial public offering (IPO), acquisition, or sale of the company. It is important to note that specific terms and provisions in the Santa Clara California Investors Rights Agreement can vary depending on the needs and negotiations between the investors and the company. These agreements are tailored to reflect the unique circumstances of each investment opportunity, and therefore, different types may exist based on the specific terms outlined in the agreement.