Minnesota Series A Preferred Stock Purchase Agreement

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                             This Series A Preferred Stock Purchase Agreement is an agreement between a company
                             and a party wishing to purchase the Series A preferred stock of the company. The stock is
                             issued to the purchasing party on certain terms and conditions and is the first round of
                             stock offered for sale. This agreement contains many of the standard provisions commonly
                             included in a preferred stock purchase agreement and may be customized to fit the specific
                             needs of the parties. This document should be used by a company located in Minnesota
                             selling Series A preferred stock and a purchaser of such stock.
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               SERIES A PREFERRED STOCK PURCHASE AGREEMENT




THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (hereinafter “Agreement”) is made
as of ____ [Month] ____ [Date], 20___ [Year], by and between
_______________________________ [Instruction: Insert name of company] (hereinafter
“Company”), a Minnesota corporation, with its principal office at
___________________________ [Instruction: Insert the address of company], and
_____________________ [Instruction: Insert name of purchaser] (hereinafter “Purchaser”),
with registered address at _____________________________________ [Instruction: Insert
address of purchaser]. The Company and the Purchaser may individually be referred to as
“Party”, or collectively as “Parties”.


   WHEREAS, the Company has authorized the sale and issuance of up to an aggregate of
____________ [Instruction: Insert the number of shares the Company has authorized
issuance and sale of] shares of its Series A Preferred Stock (hereinafter “Shares”); and


   WHEREAS, the Company and the Purchaser desire to enter into an agreement regarding the
purchase of the Shares on the terms and conditions set forth herein;


   NOW, THEREFORE, in consideration of the foregoing and the mutual promises,
representations, warranties, and covenants hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto
agree as follows:


1. AGREEMENT TO SELL AND PURCHASE
       a. Authorization of Shares
       The Shares shall have the rights, preferences, privileges, and restrictions set forth in the
       amended and restated Articles of Incorporation of the Company, in the form attached
       hereto as Exhibit A (the “Restated Charter”). The Shares shall be sold at one or more




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Description: This Series A Preferred Stock Purchase Agreement is an agreement between a company and a party wishing to purchase the Series A preferred stock of the company. The stock is issued to the purchasing party on certain terms and conditions and is the first round of stock offered for sale. This agreement contains many of the standard provisions commonly included in a preferred stock purchase agreement and may be customized to fit the specific needs of the parties. This document should be used by a company located in Minnesota selling Series A preferred stock and a purchaser of such stock.
This document is also part of a package Essential Minnesota Legal Documents 144 Documents Included