Form: Explanation:
Preferred Stock Purchase Agreement (Pro-investor oriented) This is a Preferred Stock Purchase Agreement between a startup company and venture capital investors, with the following key points: (1) The form is pro-investor oriented;
(2) The stock being sold is Series A Convertible Preferred Stock; (3) A Rights Agreement containing registration, information, and Board seat rights is attached; (4) Broad form legal opinions are attached;
(5) This is for a Delaware corporation with an Amended and Restated Certificate of Incorporation.
Form 19.7
[Delaware Corporation Pro-Investor; Venture Capital Type Financing]
[NAME OF COMPANY] SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Table of Contents SERIES A PREFERRED STOCK PURCHASE AGREEMENT SCHEDULES: 1 2 3 EXHIBITS: A B C D [E [F [G Amended and Restated Certificate of Incorporation Opinion of Counsel Right of First Refusal and Co-Sale Agreement Form of Investors Rights Agreements Employment Agreement for [Name]] Stockholder Voting Agreement] Management Rights Letter for ___________] Schedule of Purchasers Disclosure Schedule Schedule of Stockholders, Optionholders, Officers and Directors of the Company
[NAME OF COMPANY] SERIES A PREFERRED STOCK PURCHASE AGREEMENT This Series A Preferred Stock Purchase Agreement (this “Agreement”), is made as of __________, ____ by and among [Name of Company], a Delaware corporation (the “Company”), and the undersigned purchasers (the “Purchasers”). NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Authorization and Sale of Preferred Shares.
1.1 Authorization. The Company has duly authorized the sale and issuance of up to __________ shares of its Series A Preferred Stock having the rights, privileges and preferences set forth in the Company’s Amended and Restated Certificate of Incorporation (the “Amended Certificate”) in the form attached hereto as Exhibit A. 1.2 Sale of Preferred. Subject to the terms and conditions hereof, the Company shall issue and sell to the Purchasers, and each Purchaser agrees, severally, to purchase at the Closing, from the Company, an aggregate of _______ shares of Series A Preferred Stock (collectively, the “Shares”), at a purchase price of $____ per share. The amount to be purchased by each Purchaser and the form of consideration therefor is set forth in the Schedule of Purchasers attached as Schedule 1. 2. Closing Date; Delivery.
2.1 Closing Date. The closing of the purchase and sale of the Shares hereunder (the “Closing”) shall be held at the offices of ____________________, at______________________, _______________, _______________, at __:___ [a.m.] [p.m.], __________, 20__ or at such other time and place as is mutually agreed to by the parties hereto (the date of the Closing is hereinafter referred to as the “Closing Date”). 2.2 Delivery. Subject to the terms of this Agreement, at the Closing, the Company will deliver to the Purchasers a certificate representing the number of Shares being purchased by the Purchasers, which certificate shall be registered in the name of the Purchasers, against payment in full by the Purchasers of the purchase price therefor by check or such other form of payment as shall be mutually agreed upon by the Purchasers and the Company, payable to the order of the Company. 3. Representations and Warranties. The Company hereby represents and warrants to the Purchasers that: 3.1 Organization and Standing. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware, is in good standing under such laws and is qualified to do business in California. The Company has all requisite power and authority to own and operate its properties and assets and to conduct its business as presently conducted
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and as proposed to be conducted. The Company is qualified or licensed and in good standing as a foreign corporation in all jurisdictions where the nature of its business or property makes such qualification or licensing necessary and the failure to be so qualified or licensed could materially adversely affect the business, earnings, prospects, properties or condition (financial or other) of the Company. True, complete and accurate copies of the Company’s Certificate of Incorporation, Bylaws and all amendments to each to date have been delivered to counsel for the Purchasers and the Company has provided such counsel with copies of the minutes of all meetings, and all consents in lieu of meetings, of the Board of Directors and stockholders of the Company. Prior to the Closing, the Company shall have properly filed the Amended Certificate with the Secretary of State of Delaware and the same shall be in full force and effect. 3.2 Capitalization.
(a) The authorized capital stock of the Company at the Closing will be __________ shares of common stock (“Common Stock”) and __________ shares of preferred stock (“Preferred Stock”), all of which shares of Preferred Stock will be designated Series A Preferred Stock; of such authorized shares of capital st