Mississippi 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 Mississippi
                             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 the “Agreement”) is
made as of ____ [Month] ____ [Date], 20___ [Year], by and between
_______________________________ [Instruction: Insert name of company] (hereinafter the
“Company”),        a    Mississippi       corporation,     with its principal office    at
___________________________ [Instruction: Insert the address of company], and
_____________________ [Instruction: Insert name of purchaser] (hereinafter the
“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 the “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 the “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
       closings (each, a “Closing”), provided that no Closing shall occur more than six months
       after the date of this Agreement.

   b. Sale and Purchase

       Subject to the terms and conditions hereof, at the initial Closing, the Company hereby
       agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the
       Company the Shares at a purchase price of $_________ [Instruction: Insert the
       purchase price of shares] per share.

   c. Warrants

       As further consideration for the purchase of the Shares, the Company shall issue to the
       Purchaser, at the Closing, a warrant, in the form attached hereto as Exhibit B (hereinafter
       “Warrant”), to purchase the same number of Shares the Purchaser is purchasing at the
       Closing.



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2. CLOSING, DELIVERY, AND PAYMENT

   a. Closing

        i. The losing of the sale and purchase of the Shares under this Agreement (the “Initial
           Closing”) shall take place at the offices of the Company, or at such 
				
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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 Mississippi selling Series A preferred stock and a purchaser of such stock.
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