A Series A Preferred Stock Purchase Agreement is an agreement between a company
and a party wishing to purchase 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 document contains numerous standard provisions that are
commonly included in these types of agreements, and may be customized to fit the
specific needs of the contracting parties. This Agreement can be used by small
businesses or other entities that want to issue Series A Preferred Stock to new
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (the
“Agreement”), entered into this ____ day of _____________, ______ (the “Effective Date”) by
and between __________________ (the “Company”) and _______________ (the “Purchaser”).
WHEREAS the Purchaser is desirous to purchase from the Company and the Company is
desirous to sell to the Purchaser Series A Preferred Shares of the Company on the terms and
conditions set forth herein.
NOW THEREFORE in consideration of the premises and mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the Company and the Purchaser hereto, the Company and the Purchaser
hereby agree with one another as follows
1.00 PURCHASE AND SALE OF STOCK
1.01 The Purchaser shall purchase from the Company _______ (___) shares of Series A
Preferred Stock (the “Shares”) of the Company.
1.02 The Company shall authorize the sale of the Shares to the Purchaser by a resolution
passed by the Board of Directors of the Company on or prior to the Effective Date of this
2.00 PURCHASE PRICE
2.01 Upon and subject to the terms and conditions of this Agreement, the Company shall sell,
transfer, assign and issuer to the Purchaser and the Purchaser shall purchase and acquire from the
Company, at the closing date of this transaction, the Shares for the Purchase Price payable as
provided in Section 2.3.
2.02 The purchase price (the "Purchase Price") payable by the Purchaser to the Company for
the Shares shall be _______________ ($_________) Dollars. The Purchaser acknowledges that
the Purchase Price does not include taxes payable, if any, as a result of the purchase and sale of
2.04 The Purchaser shall pay and satisfy the Purchase Price by payment to the Company of
the Purchase Price, by payment on the closing date of this transaction of the Purchase Price by
way of certified check or bank draft, payable to the order of the Company.
3.00 CLOSING DATE
3.01 Time is of the essence of this Agreement. The closing of this transaction shall take place
at _______________ on the _____ day of ___________, _______ (the “Closing Date”) at the
offices of ____________________ or at such other place as may be approved in writing by the
4.00 CLOSING PROCEDURES
4.01 On or before the Closing Date, the Company and the Purchaser shall take or cause to be
taken all actions, steps, and corporate proceedings necessary or desirable to validly and
effectively approve or authorize the completion of the transaction herein provided for; and upon
fulfillment of all the conditions contained herein that have not been waived in writing as therein
provided, the Company shall deliver to the Purchaser the following:
(a) a stock certificate representing the Shares purchased by the Purchaser; and
(b) all deeds of conveyance, bills of sale, assurances, transfers, assignments, consents,
elections (and supporting documents) and other documents as the Purchaser's
considers reasonably necessary or desirable to validly and effectively complete
the transfer of the Shares to the Purchaser.
5.00 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
5.01 The Company represent and warrant to the Purchaser as follows:
(a) Good Standing. The Company is now and on the Closing Date will be a
(i) duly incorporated and organized, validly subsisting, and in Good Standing
under the laws of the /State of _______________; and
(ii) duly authorized and licensed to own its properties and to carry on its
business as presently owned and carried on by it.
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(b) No Breach Caused by this Agreement. Neither the execution nor delivery of this
Agreement nor the fulfillment or compliance with any of the terms hereof will conflict
with, result in a breach of the terms, conditions, or provisions of, or constitute a default
under, the articles and by-laws, as amended, of the Company or any material agreement
or instrument to which the Company is subject, or will require any consent or other action
by any administrative or governmental body.
(c) Compliance. The Company is conducting its business in compliance in all
material respects with all applicable laws, rules and regulations of each jurisdiction in
which the business is carried on and is duly