Form: Explanation:
Closing Memorandum for Preferred Stock Financing This is a sample form of Closing Memorandum in connection with a preferred stock financing. It can also be used as an Index for the Closing Binder of agreements and documents connected with the closing.
Form 19.21
[COMPANY NAME] SERIES PREFERRED STOCK FINANCING [DATE OF CLOSING] CLOSING MEMORANDUM AND INDEX OF DOCUMENTS Document Number A. Matters Completed Prior to the Closing. 1. The Board of Directors of , a _______________ corporation (the “Company”), [by Action by Unanimous Written Consent effective] [at a meeting held on] [BOARD APPROVAL DATE], (i) approved the Amended and Restated Charter of Incorporation in the form attached to the Series Preferred Stock Purchase Agreement (the “Purchase Agreement”) as Exhibit B (the “Restated Charter”); (ii) and approved the Purchase Agreement and the sale of [NUMBER] shares of Series Preferred Stock at a purchase price of $ per share to the purchasers listed on Exhibit A to the Agreement (the “Purchasers”) ..........................................................................1 The stockholders of the Company, by written consent effective [DATE], approved the Restated Charter .....................................................................2 On [DATE], the Company filed the Restated Charter with the Secretary of State of the State of [STATE OF INCORPORATION] .........................3
2. 3. B.
Matters Completed at the Closing.
Except as otherwise stated herein, all of the transactions at the Closing were deemed to take place simultaneously and no delivery or payment was considered made until all deliveries and payments were completed. 1. Series ____ Preferred Stock Purchase Agreement. The Company and the Purchasers executed and delivered the Agreement with the exhibits below .............................................................................................................4 EXHIBITS EXHIBIT A EXHIBIT B EXHIBIT C Schedule of Purchasers Amended and Restated Charter Disclosure Schedule
2
EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G 2.
Investors’ Rights Agreement Co-Sale Agreement Voting Agreement Form of Legal Opinion
Investors’ Rights Agreement. The Company and the Purchasers executed and delivered the Investors’ Rights Agreement ...................................................................................................................5
3.
Co-Sale Agreement. The Company, , , and (the “Founders”), and the Purchasers executed and delivered the Co-Sa