[{"data":1,"prerenderedAt":523},["ShallowReactive",2],{"document-registration-rights-agreement-D13280":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":522},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [ISSUER NAME] (the \"Issuer\"), registered under the laws of [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SHAREHOLDER NAME] (the \"Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Collectively, the Issuer and Shareholder shall be referred to as the \"Parties.\" WHEREAS, the Issuer and the Shareholder desire to define the registration rights of the Shareholder on the terms and subject to the conditions set forth herein. NOW, THEREFORE, the Parties agree as follows: DEFINITIONS \"Agreement\" shall have the meaning given in the Preamble. \"Board\" shall mean the Board of Directors of the Issuer. \"Business Combination\" shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar Business Combination with one or more businesses, involving the Issuer. \"Commission\" shall mean the [STATE/PROVINCE] Securities and Exchange Commission. \"Issuer\" shall have the meaning given in the Preamble. \"Shareholders\" shall have the meaning given in the Preamble. \"Misstatement\" shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading. \"Prospectus\" shall mean the Prospectus included in any Registration Statement, as supplemented by any and all Prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such Prospectus. \"Registrable Security\" shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants), (c) any equity securities (including the shares of Common Stock issued or issuable upon the exercise of any such equity security) of the Issuer issuable upon conversion of any working capital loans in an amount up to [SPECIFY AMOUNT] made to the Issuer by a Shareholder, (d) any outstanding share of Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Issuer held by a Shareholder as of the date of this Agreement and (e) any other equity security of the Issuer issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization, provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Issuer and subsequent public distribution of such securities shall not require Registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; or (iv) such securities may be sold without Registration under the appropriate law. \"Registration\" shall mean a Registration effected by preparing and filing a Registration Statement or similar document in compliance with the requirements of the applicable Securities Act, and the applicable rules and regulations promulgated thereunder, and any such Registration Statement having been declared effective by, or become effective pursuant to rules promulgated by the Commission. \"Registration Expenses\" shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following: all Registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority and any securities exchange on which the Common Stock is then listed); fees and expenses of compliance with securities; printing, messenger, telephone and delivery expenses; reasonable fees and disbursements of counsel for the Issuer; reasonable fees and disbursements of all independent registered public accountants of the Issuer incurred specifically in connection with such Registration; and reasonable fees and expenses of one (1) legal counsel selected by the Demanding Shareholders initiating a Demand Registration and sale in the applicable Registration. \"Registration Statement\" shall mean any Registration Statement under the applicable Securities Act that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such Registration Statement, amendments (including post-effective amendments) and supplements to such Registration Statement, and all exhibits to and all material incorporated by reference in such Registration Statement. REQUEST FOR REGISTRATION Subject to the below mentioned provisions, at any time and from time to time on or after the date the Issuer consummates the Business Combination, the Shareholders of at least a majority in interest of the then-outstanding number of Registrable Securities (the \"Demanding Shareholders\") may make a written Demand for Registration of all or part of their Registrable Securities, which written Demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written Demand, a \"Demand Registration\"). The Issuer shall, within [NUMBER OF DAYS] days of the Issuer's receipt of the Demand Registration, notify, in writing, all other Shareholders of Registrable Securities of such Demand, and each Shareholder of Registrable Securities who thereafter wishes to include all or a portion of such Shareholder's Registrable Securities in a Registration pursuant to a Demand Registration (each such Shareholder that includes all or a portion of such Shareholder's Registrable Securities in such Registration, a \"Requesting Shareholder\") shall so notify the Issuer, in writing, within [NUMBER OF DAYS] days after the receipt by the Shareholder of the notice from the Issuer. Upon receipt by the Issuer of any such written notification from a Requesting Shareholder(s) to the Issuer, such Requesting Shareholder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration, and the Issuer shall effect, as soon thereafter as practicable, but not more than [NUMBER OF DAYS] days immediately after the Issuer's receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Shareholders and Requesting Shareholders pursuant to such Demand Registration. Under no circumstances shall the Issuer be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection with respect to any or all Registrable Securities, provided, however, that a Registration shall not be counted for such purposes unless a long-form Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Shareholders to be registered on behalf of the Requesting Shareholders in such Registration have been sold, in accordance with this Agreement. 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Rights","/template/conditional-payment-for-goods-reserving-rights-D1053","https://templates.business-in-a-box.com/imgs/250px/1053.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":9,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":96,"keywords":95,"url":102},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":95,"description":6},"shareholders agreement",[97,99],{"label":33,"url":98},"business-legal-agreements",{"label":100,"url":101},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":112,"keywords":115,"url":116},"CONVERTIBLE NOTE AGREEMENT This Convertible Note Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [NOTE HOLDERS NAME] (the \"Note Holders\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Note Holders are willing to lend Company the aggregate sum of [AMOUNT] be evidenced by [%] Convertible Promissory Notes. In consideration of the mutual covenants and conditions herein contained, the parties hereby agree, represent and warrant as follows: Issue of Notes The Company will authorize the issue of its [%] Convertible notes (hereinafter called \"Notes\") in the aggregate principal amount of [amOUNT] to be dated [date] to mature on [date] to bear interest on the unpaid principal thereof at the rate of [%] per annum until maturity, payable on the [day] of [month] in each year, commencing on [date], [year], and after maturity at the rate of [%] per annum until paid, and to be substantially in the form of Exhibit A attached hereto. For the purposes of calculating interest for any period for which the interest shall be payable, such interest shall be calculated on the basis of a [number] day month and a [number] day year. The Company will promptly and punctually pay to Note Holders or their nominee the interest on any of the Notes held by Note Holders without presentment of the Notes. In the event that Note Holders shall sell or transfer any of the Notes, they shall notify the Company of the name and address of the transferee. In the event the Company defaults on any installment of interest or principal, then any Holder of these Notes may, at his option, without notice, declare the entire principal and the interest accrued thereon immediately due and payable and may proceed to enforce the collection thereof. All the Notes shall contain a confession of judgment provision. The Company will also authorize the issue of [number] shares of its common stock (hereinafter called \"The Stock\") and will authorize the issuance of and reserve for such purchase such a number of additional shares of common stock (hereinafter called the \"Conversion Stock\") as may from time to time be the maximum number required for issuance upon conversion of the Notes pursuant to the conversion privileges hereinafter stated. Sale and Purchase of Notes and Stock The Company will sell the Notes to the purchasers listed on Exhibit A, each of whom agrees to purchase the principal amount of the Notes set opposite their names, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein, at the purchase price of [%] of the principal amount. Representations and Warranties by the Company Company is a corporation duly organized and existing in good standing under the laws of the State of [state/province] has the corporate power to own its own property and to carry on in the business as it is now being conducted. Company has on its corporate records the names of the following individuals who each own [number] shares of common stock which constitute all the issue and outstanding capital stock of the Company as of this date. The Company has furnished to the Note Holders an Offering Circular which is attached hereto as Exhibit B. The financial statements contained therein are true and correct and have been prepared in accordance with generally accepted accounting principles consistently followed throughout the period indicated. There is no action or proceeding pending or, to the knowledge of the Company, threatened against the Company before any court or administrative agency, the determination of which might result in any material adverse change in the business of the Company. The Company has title to the respective properties and assets including the properties and assets reflected on the financial statement for the year ending [date] and which assets and properties are subject to no liens, mortgages, encumbrances or charges except a security interest to [specify]. The Company is not a party to any contract or agreement or subject to any restriction which materially and adversely affects its business, property or assets, or financial condition, and neither the execution nor delivery of this Agreement, nor the confirmation of the transactions contemplated herein, nor the fulfillment of the terms hereof, nor the compliance with the terms and provisions hereof and of the Notes, will conflict with or result in the breach of the terms, conditions or provisions or constitute a default, under the Articles of Incorporation or Code of Regulations of the Company or of any Agreement or instrument to which the Company is now a party. The Company has not declared, set aside, paid or made any dividend or other distributions with respect to its capital stock and has not made or caused to be made directly or indirectly, any payment or other distribution of any nature whatsoever to any of the holders of its capital stock except for regular salary payments for services rendered and the reimbursement of business expenses. All of the equipment and automobiles of the Company are in good condition and repair. There are no outstanding options or rights to purchase shares of the Company and no outstanding securities with the right of conversion into shares of the Company. The Company owns or possesses adequate licenses or other rights to use, all patents, trademarks, trade names, trade secrets, and copyrights used in its business. No one has asserted to the Company that its operations infringe on the patents, trademarks, trade secrets or other rights utilized in the operation of its business. Neither the Company nor any agent or employee acting in its behalf has offered the Notes or the Stock or any portion thereof for sale to or solicited in any offer to buy the same or any thereof from any person or persons other than the purchasers listed in the attached Exhibit A and [NUMBER] other persons, and neither the Company nor any agent or employee acting in its behalf will sell or offer for sale the Notes or Stock or any portion thereof to or solicit any offer to buy the Notes or the Stock from any person or persons so as to bring the issuance or sale thereof within the provisions of Section [NUMBER] of the [ACT]. Representations and Warranties by the Note Holders The Note Holders represent and warrant that: The Note Holders are subscribing for the Notes and Stock for investment purposes and not with the view to or for sale in connection with any distribution thereof and that they have no present intent to sell, give or otherwise transfer the Notes or Stock. The Note Holders state that they are and residents of the State of [state/province]. The Note Holders understand that this is a highly speculative investment in a Company which is insolvent both from a legal and an equity standpoint. Individuals represent and warrant that they have a net worth in excess of [amount] exclusive of their residences and that they are sophisticated investors who are knowledgeable about the [specify] business. Note Holders state that they will be active in the affairs of the business of the Company. Prepayment of the Notes Company shall have the right to make prepayments on principal of the Notes at any time on [number] days written notice. Such prepayment shall be accompanied by a payment of all accrued interest to date. There shall be no premium for the amount so prepaid. 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The \"Valuation Cap\" of this SAFE is [AMOUNT]. NOW THEREFORE in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: DEFINITIONS \"Change of Control\" means: (i) a transaction or series of related transactions in which any person or group becomes the beneficial owner, directly or indirectly, of more than 50% of the outstanding voting securities of the Company, having the right to vote for the election of members of the Company's board of directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company. \"Company Capitalization\" means the sum of: (i) all shares of the Company's capital stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other SAFEs, and (C) convertible promissory notes; and (ii) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, including any equity incentive or similar plan created or increased in connection with the Equity Financing. \"Common Stock\" means the common stock of the Company. \"Distribution\" means the transfer to holders of the Company's capital stock by reason of their ownership of such stock of cash or other property without consideration, whether by way of dividend or otherwise, other than dividends on the Common Stock payable in Common Stock, or the purchase or redemption of shares of the Company by the Company or its subsidiaries for cash or property other than: (i) repurchases of the Common Stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase, (ii) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such right, and (iii) repurchases of capital stock of the Company in connection with the settlement of disputes with any stockholder. \"Dissolution Event\" means: (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company's creditors, or (iii) any other liquidation, dissolution or winding up of the Company (excluding a Liquidity Event), whether voluntary or involuntary. \"Equity Financing\" means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of preferred stock of the Company at a fixed pre-money valuation. \"Initial Public Offering\" means the closing of the Company's first firm commitment underwritten initial public offering of the Common Stock pursuant to a registration statement filed under the Securities Act of [STATE/PROVINCE], as amended (the \"Securities Act\"). \"Liquidity Capitalization\" means all shares of the Company's capital stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (i) all shares of the Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company; (ii) this instrument, (iii) all other SAFEs, and (iv) convertible promissory notes. \"Liquidity Event\" means a Change of Control or an Initial Public Offering. \"Liquidity Price\" means the price per share equal to the quotient obtained by dividing (i) the Valuation Cap by (ii) the Liquidity Capitalization as of immediately prior to the Liquidity Event. \"Pro Rata Rights Agreement\" means a written agreement between the Company and the Investor (and holders of other SAFEs, as appropriate) giving the Investor a right to purchase its pro rata share of private placements of securities by the Company occurring after the Equity Financing, subject to customary exceptions. Pro rata for purposes of the Pro Rata Rights Agreement will be calculated based on the ratio of (a) the number of shares of capital stock of the Company owned by the Investor immediately prior to the issuance of the securities to (b) the total number of shares of outstanding capital stock of the Company on a fully diluted basis, calculated as of immediately prior to the issuance of the securities. \"SAFE\" means an instrument containing a future right to the Company's capital stock, similar in form and content to this instrument, purchased by investors for the purpose of funding the Company's business operations. \"SAFE Preferred Stock\" means the shares of a series of the Company's preferred stock issued to the Investor in an Equity Financing, which will have the identical rights, privileges, preferences and restrictions as the shares of Standard Preferred Stock, other than with respect to the per share liquidation preference, which will equal the SAFE Price or the Discount Price (as applicable), as well as price-based anti-dilution protection and dividend rights, which will be based on such SAFE Price or the Discount Price (as applicable). \"SAFE Price\" means the price per share equal to the quotient obtained by dividing (i) the Valuation Cap by (ii) either (A) the Company Capitalization as of immediately prior to the Equity Financing or (B) the capitalization of the Company used to calculate the price per share of the Standard Preferred Stock, whichever calculation results in a lower price. \"Standard Preferred Stock\" means the shares of a series of the Company's preferred stock issued to the investors investing new money in the Company in connection with the initial closing of the Equity Financing. EQUITY FINANCING EVENT If there is an Equity Financing Event before the expiration or termination of this instrument, the Company will automatically issue to the Investor either: a number of shares of Standard Preferred Stock sold in the Equity Financing equal to the Purchase Amount divided by the price per share of the Standard Preferred Stock, if the pre-money valuation is less than or equal to the Valuation Cap; or ","Simple Agreement For Future Equity Safe","8","https://templates.business-in-a-box.com/imgs/1000px/simple-agreement-for-future-equity-safe-D13395.png","https://templates.business-in-a-box.com/imgs/250px/13395.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13395.xml",{"title":125,"description":6},"simple agreement for future equity safe",[127],{"label":18,"url":128},"business-plan-kit","/template/simple-agreement-for-future-equity-safe-D13395",{"description":131,"descriptionCustom":6,"label":132,"pages":133,"size":9,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":139,"keywords":138,"url":146},"INVESTMENT AGREEMENT This Investment Agreement (the Agreement) is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] a Company (the \"COMPANY\") organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR NAME] the principal members of the Company (the \"Company Principals\") collectively referred to in this Agreement as the \"Company Parties.\" and existing under the laws of [STATE/PROVINCE], located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] a Company (the \"COMPANY\") organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company was formed for the purpose of further developing, commercializing, and operating the business concept identified and includes any subsequent iteration of the business concept developed by the Company Parties (the \"Business\"); WHEREAS the Investor is desirous of making an investment (the \"Investment\") in the amount of [TOTAL INVESTMENT AMOUNT] into the Company to facilitate such Business. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contains, the parties hereto intending to be legally bound agree as follows: THE INVESTMENT 1.1 The Investor will make the Investment in the Company in consideration for the rights and privileges set forth in this Agreement. FUTURE ISSUANCES OF SECURITIES 2.1 From and after the date of this Agreement, the parties agree to take such further action and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other party for carrying out the purposes of this Agreement. 2.2 If at any time in the future, the Company proposes to sell and issue any debt or equity securities, or any other securities or instruments entitling the holder thereof to receive any profits, capital, assets or property of the Company (collectively, \"Securities\"), in a single transaction or series of related transactions that results in gross proceeds to the Company of at least [STATE AMOUNT] (a \"Qualified Financing\"), the Company shall deliver written notice to the Investor stating (i) its bona fide intention to offer such Securities, (ii) the amount and type of Securities to be offered and (iii) the price and terms upon which it proposes to offer such securities. Upon receipt of such notice, the Investor shall be entitled to exercise any of the rights specified in sections 3, 4 and 5. RIGHT OF FIRST OFFER 3.1 The Investor shall have the first right to purchase all the Securities to be offered and sold in such Qualified Financing at the price and on the same terms and conditions specified in the notice. RIGHT TO PARTICIPATE 4","Investment Agreement","3","https://templates.business-in-a-box.com/imgs/1000px/investment-agreement-D12831.png","https://templates.business-in-a-box.com/imgs/250px/12831.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12831.xml",{"title":138,"description":6},"investment agreement",[140,143],{"label":141,"url":142},"Finance & Accounting","finance-accounting",{"label":144,"url":145},"Shareholders & Investors","shareholders-investors","/template/investment-agreement-D12831",{"description":148,"descriptionCustom":6,"label":149,"pages":133,"size":9,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":154,"url":160},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":154,"description":6},"non disclosure agreement nda",[156,157],{"label":33,"url":98},{"label":158,"url":159},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":162,"descriptionCustom":6,"label":163,"pages":133,"size":164,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":169,"keywords":174,"url":175},"TERM SHEET Issue: [Venture Capital FIRM] (\"VC\") and/or any member of its corporate group (\"the VC Group\") will purchase up to [AMOUNT] Series A Convertible Preferred Stock (\"Series A\") newly issued by [YOUR COMPANY NAME] (the \"Company\") at a price per share of [PRICE] (the \"Purchase Price\"). In addition, other investors shall purchase at least [AMOUNT] but not more than [AMOUNT] of newly issued Series A at the Purchase Price. The shares of Series A will be convertible at any time at the option of the holder into common shares of the Company (\"Common Stock\") on a one-for-one basis, adjusted for future share splits. The Purchase Price equates to a pre-money valuation of [VALUATION]. The calculation is based on [NUMBER] fully diluted shares of Common Stock. If the number of shares issued, or stock awards/options authorized increases before the closing the price per share for Series A Convertible Preferred Stock shall be reduced so that the pre-money valuation is unchanged. The Series A Convertible Preferred Stock shall be referred to herein as the \"Preferred Stock.\" Dividend: The Preferred Stock is entitled to an annual [AMOUNT] per share dividend, payable when and if declared by the Board of Directors, but prior to any payment on Common Stock; dividends are not cumulative. Liquidation Preference: The Series A will have a liquidation preference so that proceeds on a merger, sale or liquidation (including non-cumulative dividends) will first be paid to the Series A and will include a [%] per annum compounding guaranteed return calculated on the total amount invested. Upon completion of an additional round of funding of at least [AMOUNT] the compounding guaranteed return feature will expire. The liquidation preference will cease to operate if the proceeds due to Series A, on a merger, sale or liquidation on an as-converted basis, exceed the proceeds that would be due under the liquidation preference. Use of Proceeds: The funds raised by Series A will be used principally for general working capital purposes. Voting Rights: The holders of the Series A shall have the right to vote with the Common Stock on an as-if-converted basis. Redemption: If not previously converted, the Series A is to be redeemed in three equal successive annual installments beginning [DATE]. Redemption will be at the purchase price plus a [%] per annum cumulative guaranteed return. Pre-emptive Rights: Holders of the Preferred Stock will be granted rights to participate in future equity financings of the Company based upon their pro-rata, as-if-converted, ownership of the Company. Automatic Conversion: The Preferred Stock shall be automatically converted into Common Stock at the then applicable conversion rate (1:1 assuming no share splits) in the event of an underwritten public offering of shares of the Company at a total offering of not less than [AMOUNT] and at a per share public offering price of not less than three times the Series A purchase price per share, adjusted for splits. Anti-Dilution: Series A shall have weighted average anti-dilution, based on a weighted average formula to be agreed, for all securities purchased as part of this transaction (excluding shares, options and warrants issued for management incentive and small issues for strategic purposes of under [NUMBER] shares). Management Options: Simultaneously with this transaction, one million new shares shall expand the Company's management incentive stock option pool - bringing the total number of shares issued and stock incentives (awards and options) authorized to [NUMBER OF SHARES]. Rights of First Offer; Tag-Along: The Company and the Investors will have a right of first refusal with respect to any employee's shares proposed to be resold. Alternatively, the Investors will have the right to participate in the sale of any such shares to a third party (co-sale rights), which rights will terminate upon a public offering. Information Rights: Monthly actual vs. plan and prior year. Annual budget [NUMBER] days before beginning of fiscal year","Term Sheet",42,"https://templates.business-in-a-box.com/imgs/1000px/term-sheet-D473.png","https://templates.business-in-a-box.com/imgs/250px/473.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#473.xml",{"title":6,"description":6},[170,171],{"label":141,"url":142},{"label":172,"url":173},"Raising Capital","raising-capital","term sheet","/template/term-sheet-D473",false,{"seo":178,"reviewer":189,"legal_disclaimer":193,"quick_facts":194,"at_a_glance":196,"personas":200,"variants":225,"glossary":251,"clauses":288,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":433,"comparisons":450,"diy_vs_lawyer":464,"jurisdictions":477,"related_template_ids_curated":498,"schema":509,"classification":510},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"Registration Rights Agreement Template (Free Word)","Free registration rights agreement template for investors and issuers. Covers demand, piggyback, and S-3 rights, lockup, and indemnification. Free Word and PDF download.","registration rights agreement template",[15,183,184,185,186,187,188],"investor registration rights template","demand registration rights","piggyback registration rights","registration rights agreement word","registration rights agreement free download","ipo registration rights template",{"name":190,"credential":191,"reviewed_date":192},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":195,"legal_review_recommended":193,"signature_required":193,"notarization_required":176},"advanced",{"what_it_is":197,"when_you_need_it":198,"whats_inside":199},"A Registration Rights Agreement is a legally binding contract between a company and one or more investors that obligates the company to register the investors' shares with the SEC — or an equivalent securities regulator — so those shares can be freely sold in the public market. This free Word download gives you a structured starting point covering demand rights, piggyback rights, S-3 shelf registration, lockup provisions, and indemnification, which you can edit online and export as PDF for execution.\n","Use it when closing a venture capital, private equity, or strategic investment round where investors require a path to liquidity through a future IPO or secondary offering. It is also executed alongside a stockholders' agreement or as part of a Series A through Series D preferred stock financing.\n","Demand registration rights, piggyback registration rights, S-3 shelf registration rights, lockup and holdback obligations, registration procedures and expenses, indemnification and contribution, and term and termination provisions covering when rights expire or are cut back.\n",[201,205,209,213,217,221],{"title":202,"use_case":203,"icon_asset_id":204},"Startup founders","Granting investor registration rights as part of a Series A or later round closing","persona-startup-founder",{"title":206,"use_case":207,"icon_asset_id":208},"Venture capital funds","Requiring contractual registration rights before committing to a preferred stock investment","persona-venture-capital",{"title":210,"use_case":211,"icon_asset_id":212},"Private equity firms","Securing a liquidity path for portfolio company shares ahead of an anticipated IPO","persona-private-equity",{"title":214,"use_case":215,"icon_asset_id":216},"Corporate counsel","Drafting or reviewing registration rights terms during a capital raise or recapitalization","persona-corporate-counsel",{"title":218,"use_case":219,"icon_asset_id":220},"CFOs and finance executives","Managing outstanding registration obligations when preparing for a public offering","persona-cfo",{"title":222,"use_case":223,"icon_asset_id":224},"Angel investors and family offices","Negotiating piggyback rights on a later investor's demand to sell shares in a registered offering","persona-angel-investor",[226,230,233,237,240,243,247],{"situation":227,"recommended_template":228,"slug":229},"Series A or B preferred stock financing with institutional lead investor","Registration Rights Agreement (Venture)","registration-rights-agreement-D13280",{"situation":231,"recommended_template":232,"slug":229},"Late-stage growth round with multiple investor classes requiring priority cutbacks","Registration Rights Agreement (Multi-Series)",{"situation":234,"recommended_template":235,"slug":236},"Investor needs rights alongside full governance and transfer provisions","Stockholders Agreement","non-profit-partnership-agreement-D14023",{"situation":238,"recommended_template":105,"slug":239},"Early convertible note round where registration rights attach on conversion","convertible-note-agreement-D870",{"situation":241,"recommended_template":242,"slug":229},"Company preparing for IPO and needing to amend or terminate existing rights","Registration Rights Amendment Agreement",{"situation":244,"recommended_template":245,"slug":246},"Secondary share sale requiring a resale shelf registration","Investor Rights Agreement","rights-agreement-D13037",{"situation":248,"recommended_template":249,"slug":250},"Angel round with simplified piggyback-only rights","Simple Agreement for Future Equity (SAFE)","simple-agreement-for-future-equity-safe-D13395",[252,255,258,261,264,267,270,273,276,279,282,285],{"term":253,"definition":254},"Demand Registration","A right allowing qualifying investors to compel the company to file a registration statement with the SEC so their shares can be sold publicly.",{"term":256,"definition":257},"Piggyback Registration","A right allowing investors to include their shares in a registration statement the company has already decided to file for its own account or for another investor.",{"term":259,"definition":260},"S-3 Shelf Registration","A registration on SEC Form S-3 that allows eligible companies to register a large block of securities and sell them in tranches over time without filing a new registration statement each time.",{"term":262,"definition":263},"Cutback","A reduction in the number of shares an investor may include in a registered offering, imposed by the managing underwriter when market demand does not support the full amount.",{"term":265,"definition":266},"Lockup Period","A contractually agreed window — typically 90 to 180 days after an IPO — during which shareholders may not sell or transfer their shares without the underwriter's written consent.",{"term":268,"definition":269},"Holdback","An obligation on investors to refrain from selling shares in the open market during a specified period around a registered offering, even if their own shares are not included.",{"term":271,"definition":272},"Indemnification","A contractual obligation by the company to reimburse investors (and vice versa) for losses arising from material misstatements or omissions in a registration statement.",{"term":274,"definition":275},"Registration Statement","A formal filing with the SEC — typically on Form S-1 for an IPO or Form S-3 for secondary offerings — that discloses material information and permits public resale of securities.",{"term":277,"definition":278},"Registrable Securities","The specific class and series of shares covered by the agreement and eligible for registration, as defined in the agreement — typically common stock issued upon conversion of preferred shares.",{"term":280,"definition":281},"Underwritten Offering","A registered securities sale in which an investment bank commits to purchase shares from the company or selling shareholders and resells them to the public, bearing distribution risk.",{"term":283,"definition":284},"Form S-1","The SEC registration form used by companies filing for an initial public offering, requiring comprehensive disclosure of financials, risk factors, and business operations.",{"term":286,"definition":287},"Pro Rata","Proportional allocation of shares in a registered offering among holders based on their respective ownership percentages when a cutback is applied.",[289,294,299,304,309,314,319,324,329,334],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Definitions and registrable securities","Defines all key terms — including which specific shares constitute 'Registrable Securities' — so the scope of the agreement is unambiguous from the outset.","'Registrable Securities' means shares of Common Stock issued or issuable upon conversion of the Series [A/B/C] Preferred Stock held by the Investors, until such shares (a) have been registered and sold to the public, (b) may be sold without volume restriction under Rule 144, or (c) have been transferred in a transaction in which registration rights were not assigned.","Defining registrable securities too narrowly — excluding shares issuable on conversion of future instruments like SAFEs or convertible notes — so later investors receive no coverage under the agreement.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Demand registration rights","Grants qualifying investors the right to compel the company to file a registration statement, subject to minimum ownership thresholds, caps on the number of demands, and blackout periods.","Holders of at least [X]% of the Registrable Securities may deliver a written demand requesting that the Company file a Registration Statement covering the resale of no fewer than [Y] shares. The Company shall use commercially reasonable efforts to file within [90] days of such demand. The Company shall not be obligated to effect more than [2] Demand Registrations in any 12-month period.","Setting no minimum share threshold for triggering a demand, which lets minor investors force costly SEC registration processes for small share lots.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Piggyback registration rights","Allows investors to include their shares whenever the company files a registration statement for itself or for another shareholder, subject to underwriter cutback.","If the Company proposes to register any of its securities under the Securities Act (other than on Form S-4 or Form S-8), the Company shall give written notice to all Holders at least [20] days prior to filing, offering each Holder the opportunity to include Registrable Securities in such registration.","Failing to exclude Form S-4 and S-8 registrations from piggyback rights, which triggers investor notice obligations for every employee stock plan and merger registration the company files.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"S-3 shelf registration rights","Grants investors the right to request repeated short-form registrations on Form S-3 once the company is eligible, reducing cost and filing time for secondary sales.","After the Company becomes eligible to use Form S-3, Holders of at least [X]% of Registrable Securities may request registration on Form S-3 for offerings of at least $[1,000,000] in aggregate. The Company shall not be obligated to file more than [2] S-3 registrations in any 12-month period.","Omitting a minimum offering-size threshold for S-3 requests, leaving the company exposed to repeated small-lot shelf filings that cost more in legal and accounting fees than the shares are worth.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Underwriter cutback and priority","Establishes the order of priority when an underwriter requires a reduction in the number of shares included in a registered offering — typically company shares first, then investors pro rata.","If the managing underwriter advises that the total number of shares to be included in the offering exceeds the Maximum Offering Size, the Company shall include shares in the following priority: (i) shares the Company proposes to sell, (ii) Registrable Securities of the Investors, allocated pro rata by number of Registrable Securities held.","Inverting the cutback priority so investor shares are cut before company shares — this is commercially unacceptable to institutional investors and will be rejected in negotiation.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Lockup and holdback obligations","Requires investors to refrain from selling shares during a defined window around an IPO or registered offering, and obligates the company to impose the same restriction on all other significant shareholders.","Each Holder agrees not to sell, transfer, or otherwise dispose of any Registrable Securities for a period of [180] days following the effective date of the Company's IPO registration statement, subject to any earlier release granted by the managing underwriter. The Company shall use commercially reasonable efforts to obtain equivalent lockup agreements from all officers, directors, and holders of 1% or more of outstanding shares.","Omitting the 'equivalent lockup' obligation on other shareholders, leaving investors subject to a lockup while insiders who are not party to the agreement sell freely into the same window.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Registration procedures and expenses","Details the mechanics of how registrations are conducted — filing timelines, the company's obligations to maintain effectiveness, investor cooperation duties — and allocates registration costs between the company and investors.","The Company shall bear all Registration Expenses in connection with any Demand or Piggyback Registration, including SEC filing fees, legal fees of one counsel for the Holders not to exceed $[25,000] per registration, and printing costs. Underwriting discounts and commissions attributable to the Registrable Securities shall be borne by the selling Holders.","Agreeing to pay investors' legal fees with no cap, exposing the company to open-ended expense obligations when multiple investor groups each retain separate counsel for a single registration.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Indemnification and contribution","The company indemnifies investors for losses arising from material misstatements in the registration statement; investors indemnify the company for misstatements in information they supplied; a contribution fallback applies if indemnification is unavailable.","The Company agrees to indemnify each Holder against any losses, claims, damages, or liabilities arising out of any untrue or alleged untrue statement of a material fact contained in the Registration Statement, or any omission of a material fact required to be stated therein. Each Holder agrees to indemnify the Company against losses arising from any untrue statement in written information furnished by such Holder expressly for use in the Registration Statement.","Drafting investor indemnification as unlimited in scope — courts and institutional investors consistently require investor indemnification to be capped at the net proceeds the investor received from the registered sale.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Assignment of registration rights","Specifies whether and how investors can transfer their registration rights to subsequent purchasers of their shares, typically subject to minimum transfer size and advance written notice to the company.","Registration rights under this Agreement may be assigned by a Holder to a transferee who acquires at least [500,000] Registrable Securities, provided that (a) the Company is given written notice at the time of transfer, and (b) the transferee agrees in writing to be bound by this Agreement.","Permitting assignment of rights to any transferee without a minimum share threshold, which fragments registration rights across dozens of small holders and makes demand calculations administratively unworkable.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Term and termination","States when registration rights expire — typically upon an IPO, a change of control, or when shares become freely tradeable under Rule 144 — and the conditions under which the agreement terminates entirely.","The registration rights set forth in this Agreement shall terminate as to any Holder when (a) the Company has completed a Qualified IPO and all Registrable Securities held by such Holder may be sold under Rule 144 within a 90-day period without volume limitation, or (b) the Company has effected [3] Demand Registrations covering all Registrable Securities.","Tying termination solely to an IPO without including a Rule 144 freely-tradeable fallback, which leaves technically active registration obligations outstanding for years after the company goes public.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Identify the parties and define registrable securities","Enter the company's full legal name and jurisdiction of incorporation. List each investor entity by legal name and specify the exact series and class of shares — including shares issuable on conversion of any outstanding notes or SAFEs — that constitute Registrable Securities.","Run the cap table before drafting to confirm every instrument that converts to common stock is captured in the definition — gaps here are the most common source of investor disputes post-IPO.",{"step":346,"title":347,"description":348,"tip":349},2,"Set demand registration thresholds and limits","Enter the minimum percentage of Registrable Securities required to trigger a demand (typically 20–30% for Series A, 15% for later rounds), the maximum number of demands per year, and the minimum aggregate offering size that must be included.","Two demand registrations per 12-month period is the market standard for most VC-backed companies — granting more opens the company to repeated SEC filings at the investors' discretion.",{"step":351,"title":352,"description":353,"tip":354},3,"Define the piggyback notice period and cutback priority","Set the advance notice window — typically 20 days — that the company must give investors before filing a registration. Then specify the cutback priority order in writing so underwriter reductions are applied consistently.","Make cutback priority explicit in a numbered list rather than prose — ambiguous language here generates litigation when an IPO oversubscription forces reductions.",{"step":356,"title":357,"description":358,"tip":359},4,"Confirm S-3 eligibility conditions and request limits","Insert the minimum offering-size threshold for S-3 requests (commonly $1M) and cap the number of S-3 filings per year. Add a note that S-3 rights only activate once the company has been a reporting company for at least 12 months.","If the company is not yet SEC-registered, include a placeholder provision that S-3 rights become effective on the first date the company is eligible to use Form S-3.",{"step":361,"title":362,"description":363,"tip":364},5,"Complete the lockup and holdback provisions","Set the lockup duration (180 days is standard for IPO lockups; 90 days for follow-on offerings). Add the obligation on the company to obtain equivalent lockup agreements from all officers, directors, and 1%+ shareholders.","Include a 'market standoff' clause requiring investors to sign a separate lockup agreement with the underwriter if requested — investment banks often require their own form rather than relying on the registration rights agreement.",{"step":366,"title":367,"description":368,"tip":369},6,"Allocate registration expenses with a fee cap","Specify that the company bears all registration expenses except underwriting discounts on investor shares. Cap reimbursable investor counsel fees at a fixed dollar amount — $20,000 to $30,000 per registration is typical — and require a single counsel to represent all investors collectively.","Requiring a single counsel for all investors on a registration eliminates coordination delays and prevents the company from receiving conflicting legal demands during a time-sensitive SEC filing window.",{"step":371,"title":372,"description":373,"tip":374},7,"Draft the indemnification and contribution fallback","Include mutual indemnification: the company indemnifies investors for company-side misstatements; investors indemnify the company for misstatements in information they supply. Add a contribution clause capping investor liability at net proceeds received.","The contribution clause becomes operative when a court or regulator determines that indemnification is unavailable — omitting it leaves both parties without a fallback allocation of loss.",{"step":376,"title":377,"description":378,"tip":379},8,"Set assignment conditions and termination triggers","Enter the minimum share count required for a valid assignment of rights (500,000 shares or 1% of outstanding is typical). Specify all termination triggers: Rule 144 freely-tradeable status, a qualified IPO, a change of control, or expiration of a fixed term (commonly 10 years from agreement date).","Include a 'deemed termination' clause providing that rights terminate automatically without a formal amendment once all Registrable Securities are freely tradeable — this avoids the administrative burden of executing a termination agreement post-IPO.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"Omitting convertible instrument shares from the registrable securities definition","Investors holding SAFEs, convertible notes, or warrants that convert after the agreement is signed will have no registration rights coverage, triggering renegotiation or litigation at the worst possible time — during IPO preparation.","Define Registrable Securities to include all shares issued or issuable upon conversion or exercise of any security outstanding as of or after the date of the agreement, and update the definition with each new financing round.",{"mistake":386,"why_it_matters":387,"fix":388},"No cap on investor counsel fee reimbursement","Multiple investor groups each retaining separate counsel for a single registration can generate six-figure legal bills that the company must pay, consuming a material portion of the offering proceeds.","Cap reimbursable investor legal fees at a fixed dollar amount per registration — $20,000 to $30,000 is standard — and require all investors to be represented by a single designated counsel.",{"mistake":390,"why_it_matters":391,"fix":392},"Unlimited investor indemnification exposure","An investor who indemnifies the company without a cap on their liability faces exposure far exceeding the proceeds they received from the registered sale, which no institutional investor will accept and which courts regularly reform.","Cap each investor's indemnification obligation at the net proceeds that investor actually received from the sale of their Registrable Securities in the specific offering giving rise to the claim.",{"mistake":394,"why_it_matters":395,"fix":396},"Granting demand rights without a minimum share threshold","A holder of 0.5% of shares can compel the company to undertake a full SEC registration process costing $200,000 or more in legal, accounting, and filing fees for a share lot worth far less.","Require that demand requests come from holders of at least 20% of outstanding Registrable Securities in aggregate, ensuring only meaningful investors can trigger the process.",{"mistake":398,"why_it_matters":399,"fix":400},"No holdback obligation on insiders outside the agreement","If officers, directors, and large shareholders not party to the registration rights agreement sell freely during the lockup window, investor lockup obligations become commercially meaningless and underwriters will refuse to proceed.","Include an explicit company covenant to obtain equivalent lockup agreements from all officers, directors, and holders of 1% or more of outstanding shares before any registered offering.",{"mistake":402,"why_it_matters":403,"fix":404},"Tying termination solely to IPO completion","Registration rights that survive an IPO leave the company managing ongoing registration obligations for shareholders whose shares are already freely tradeable in the public market, creating unnecessary administrative and legal cost.","Add a Rule 144 freely-tradeable fallback as a co-equal termination trigger: rights terminate when a holder can sell all their shares without volume restriction within any 90-day window under Rule 144.",[406,409,412,415,418,421,424,427,430],{"question":407,"answer":408},"What is a registration rights agreement?","A registration rights agreement is a contract between a company and its investors that obligates the company to register the investors' shares under securities law — typically with the SEC — so those shares can be freely sold in the public market. Without this agreement, investors who hold restricted shares acquired in a private placement have limited ability to sell them. Registration rights are a standard component of venture capital and private equity financings and are typically executed alongside a preferred stock purchase agreement and stockholders agreement.\n",{"question":410,"answer":411},"What is the difference between demand and piggyback registration rights?","Demand registration rights give qualifying investors the power to compel the company to file a registration statement at the investors' request, regardless of whether the company has its own offering planned. Piggyback rights are more passive — they allow investors to include their shares in a registration the company has already decided to initiate for its own purposes. Demand rights are more valuable and more difficult to negotiate; piggyback rights are nearly universal in institutional rounds.\n",{"question":413,"answer":414},"When are registration rights typically granted?","Registration rights are almost always granted at the closing of a preferred stock financing round — Series A, B, C, or later — as a condition of investment. Institutional venture capital and private equity investors require them as a standard term. They are occasionally included in convertible note or SAFE financings as rights that attach upon conversion. Angel rounds and seed-stage investments sometimes include piggyback-only rights to keep the document simple.\n",{"question":416,"answer":417},"Are registration rights required by law?","No. Registration rights are entirely contractual — no law requires a company to grant them. However, they are a market-standard expectation in institutional venture and private equity financing. Refusing to grant any form of registration rights will typically block a financing from closing with a professional fund. The specific terms — number of demands, thresholds, lockup duration — are negotiated, but the existence of the rights is generally non-negotiable with institutional investors.\n",{"question":419,"answer":420},"What happens to registration rights when a company goes public?","At an IPO, demand and piggyback rights typically become exercisable for the first time — the company finally has a mechanism to register shares for public resale. However, most investors are subject to a 180-day lockup immediately following the IPO, during which they cannot sell. After the lockup expires, investors can exercise their rights to have shares registered, or in many cases their shares become freely tradeable under Rule 144 and the registration rights terminate automatically under the agreement's termination clause.\n",{"question":422,"answer":423},"What is a cutback in the context of registration rights?","A cutback occurs when the managing underwriter for a registered offering determines that including all requested investor shares would adversely affect the offering price or market. The underwriter requires a reduction in the number of shares included, and the registration rights agreement specifies the order of priority in which different holders' shares are cut back. Typically, company shares have first priority, followed by investors pro rata based on their respective holdings. Getting the cutback priority wrong is one of the most contentious negotiating points in any registration rights agreement.\n",{"question":425,"answer":426},"Do registration rights transfer when an investor sells their shares?","Registration rights are generally not freely transferable — they transfer only under the specific conditions set out in the assignment clause of the agreement. Most agreements require that the transferee acquire a minimum number of shares (commonly 500,000 or 1% of outstanding), receive written notice to the company, and sign a joinder agreeing to be bound by the agreement. Transfers that do not meet these conditions do not carry registration rights, which is why buyers of large blocks of private company shares routinely require confirmation of rights assignment at closing.\n",{"question":428,"answer":429},"What is the lockup period and why does it apply to investors with registration rights?","The lockup period — typically 90 to 180 days after an IPO — prohibits all significant shareholders, including those with registration rights, from selling shares without the underwriter's consent. Underwriters impose lockups to prevent a flood of insider shares from depressing the stock price immediately after listing. Even though investors have registration rights, those rights cannot be exercised during the lockup window. The registration rights agreement typically includes a holdback clause formalizing this obligation and requiring the company to enforce equivalent lockups on all officers, directors, and large shareholders.\n",{"question":431,"answer":432},"How much does it cost to comply with a registration rights demand?","A full demand registration — including SEC counsel, auditors, filing fees, and printing — typically costs a company $150,000 to $400,000 for an initial filing and $50,000 to $150,000 for subsequent S-3 shelf registrations. These costs are generally borne by the company under the agreement, with investors paying only the underwriting discounts on their own shares. This is why minimum threshold requirements for triggering a demand — both in terms of holder percentage and aggregate offering size — are critical to a well-drafted agreement.\n",[434,438,442,446],{"industry":435,"icon_asset_id":436,"specifics":437},"Technology / SaaS","industry-saas","Multi-series investor stacks require careful priority ordering across Series A through D holders, with S-3 shelf rights critical for secondary sales before a delayed IPO.",{"industry":439,"icon_asset_id":440,"specifics":441},"Biotech / Life Sciences","industry-healthtech","Long development timelines mean registration rights often remain active for 7–10 years before an IPO is viable, making termination-on-freely-tradeable-status clauses essential to avoid perpetual obligations.",{"industry":443,"icon_asset_id":444,"specifics":445},"Financial Services / Fintech","industry-fintech","Regulatory approval requirements can delay IPO timelines unpredictably, so demand registration rights often include extended blackout periods tied to regulatory review windows.",{"industry":447,"icon_asset_id":448,"specifics":449},"Consumer Goods / Retail","industry-retail","Seasonal revenue patterns mean registration blackout periods are frequently negotiated around earnings releases and major retail event windows to avoid adverse disclosure timing.",[451,454,457,460],{"vs":235,"vs_template_id":452,"summary":453},"shareholders-agreement-D13261","A stockholders agreement governs voting rights, board composition, transfer restrictions, drag-along and tag-along rights, and pre-emption rights. A registration rights agreement deals exclusively with the mechanics of registering shares for public resale. The two documents complement each other and are almost always executed together at a financing closing, but they address entirely different investor protections.",{"vs":245,"vs_template_id":455,"summary":456},"","An investor rights agreement is a broader document that bundles registration rights with additional protective covenants — information rights, pro-rata rights in future rounds, and ROFR on founder share transfers. A standalone registration rights agreement covers only the registration mechanics. Early-stage companies often consolidate these into one document; later-stage deals frequently separate them as the investor group becomes more complex.",{"vs":105,"vs_template_id":458,"summary":459},"convertible-loan-note-D13254","A convertible note agreement governs the terms of a debt instrument that converts to equity upon a qualifying financing. Registration rights do not typically attach at the note stage — they are granted in the equity round triggered by conversion. Some convertible notes include a provision that registration rights will be granted upon conversion; others leave this to be negotiated at the Series A.",{"vs":461,"vs_template_id":462,"summary":463},"SAFE (Simple Agreement for Future Equity)","safe-simple-agreement-for-future-equity-D13256","A SAFE is a lightweight instrument that converts to preferred stock at a future priced round and does not itself create registration rights. Registration rights are granted in the preferred stock financing documents executed when the SAFE converts. Sophisticated SAFE holders sometimes negotiate side letters at the SAFE stage that pre-commit the company to granting specific registration rights upon conversion.",{"use_template":465,"template_plus_review":469,"custom_drafted":473},{"best_for":466,"cost":467,"time":468},"Seed and angel rounds with a single lead investor using a standard piggyback-only structure","Free","1–2 hours",{"best_for":470,"cost":471,"time":472},"Series A and B closings with institutional investors requiring demand rights and full SEC registration mechanics","$1,000–$3,000","3–5 days",{"best_for":474,"cost":475,"time":476},"Late-stage multi-series rounds, complex cutback priority stacks, cross-border investor groups, or pre-IPO restructurings","$5,000–$20,000+","2–4 weeks",[478,483,488,493],{"code":479,"name":480,"flag_asset_id":481,"note":482},"us","United States","flag-us","Registration rights are governed by the Securities Act of 1933 and SEC rules, including Rule 144 and Forms S-1 and S-3. State blue sky laws have largely been preempted for covered securities, but Delaware corporate law governs board approval procedures for registration obligations. The FTC's beneficial ownership reporting rules and SEC Rule 10b-5 liability framework apply to any registered offering, making indemnification clauses particularly critical for US issuers.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"ca","Canada","flag-ca","In Canada, registration rights relate to prospectus filing obligations under provincial securities legislation administered by the CSA. National Instrument 44-102 governs shelf distributions, the Canadian equivalent of S-3 shelf registrations. Companies listing on the TSX or TSX Venture Exchange must comply with exchange policies on resale restrictions, and Quebec investors may require French-language disclosure documents in addition to English filings.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"uk","United Kingdom","flag-uk","UK registration rights agreements address admission to trading on the London Stock Exchange or AIM and the preparation of a prospectus under the UK Prospectus Regulation (retained post-Brexit). FCA rules govern prospectus content and liability, and investor indemnification provisions must align with the Financial Services and Markets Act 2000. Lockup obligations in the UK are typically 180 days for Main Market IPOs and 12 months for AIM admissions under Rule 7.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"eu","European Union","flag-eu","EU registration rights involve prospectus obligations under the EU Prospectus Regulation (Regulation 2017/1129), which sets harmonized disclosure requirements across member states. GDPR affects the personal data of investors disclosed in prospectus filings. Member state variations remain significant — Germany, France, and the Netherlands have differing local implementing rules — and cross-border offerings require coordination with each national competent authority where shares will be marketed.",[499,239,250,500,501,502,503,504,505,506,507,508],"shareholders-agreement-D1016","investment-agreement-D12831","non-disclosure-agreement-nda-D12692","term-sheet-D473","employment-agreement-executive-D543","board-resolution-D78","share-purchase-agreement-deemed-dividend-D342","preferred-stock-purchase-agreement-D12854","right-of-first-refusal-agreement-D5157","indemnification-agreement-D13016",{"emit_how_to":193,"emit_defined_term":193},{"primary_folder":98,"secondary_folder":511,"document_type":512,"industry":513,"business_stage":514,"tags":515,"confidence":521},"equity-and-mergers","agreement","general","growth",[516,517,518,519,520],"equity","fundraising","registration-rights","investor-agreement","securities",0.92,"\u003Ch2>What is a Registration Rights Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Registration Rights Agreement\u003C/strong> is a legally binding contract between a company and its investors that obligates the company to register the investors' shares under applicable securities laws — in the US, with the Securities and Exchange Commission — so those shares can be freely bought and sold in the public market. Without this agreement, shares acquired in a private placement are classified as restricted securities and can only be resold under narrow exemptions, leaving investors with no practical liquidity until an IPO or acquisition. The agreement grants specific types of rights — demand, piggyback, and shelf registration — each giving investors a different degree of control over when and how their shares enter the public market. It also governs the mechanics of the registration process itself: who pays, how underwriter cutbacks are handled, what lockup obligations apply, and when the rights expire.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Institutional investors — venture capital funds, private equity firms, and family offices — will not close a preferred stock financing without a registration rights agreement in place. Without it, investors have no contractual mechanism to achieve liquidity other than waiting for an acquisition, leaving their capital locked indefinitely. For the company, a poorly drafted or missing agreement creates a worse problem: investors who believe they have rights they cannot enforce will renegotiate at the worst possible time — during IPO preparation or a follow-on round — when the company has no leverage. Specific gaps carry specific costs: an undefined registrable securities clause excludes SAFE and convertible note holders, generating claims at conversion; an uncapped investor counsel fee provision can cost $100,000 or more in a single registration; an unlimited investor indemnification clause will be rejected by every institutional fund counsel who reviews it. This template gives you a market-standard starting point that closes all four of those gaps and reflects the terms institutional investors expect to see, reducing negotiation time and protecting both sides through the company's lifecycle from Series A to IPO.\u003C/p>\n",1781185969264]