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Preferred Stock Purchase Agreement
"I need a Preferred Stock Purchase Agreement for our Series A round closing in March 2025, where we're issuing preferred shares to a lead VC investor and three co-investors, with standard anti-dilution protection and board representation rights for the lead investor."
1. Parties: Identification of the Company and the Investor(s)
2. Background: Context of the transaction and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Preferred Shares: Core terms of the transaction including number of shares, price per share, and aggregate purchase amount
5. Closing: Closing mechanics, conditions precedent, and deliverables
6. Representations and Warranties of the Company: Company's confirmations regarding its status, authority, and business
7. Representations and Warranties of the Investors: Investors' confirmations regarding authority, investment intent, and status
8. Covenants: Ongoing obligations of the parties post-closing
9. Rights of Preferred Shareholders: Special rights attached to preferred shares including dividends, liquidation preference, and conversion rights
10. Transfer Restrictions: Limitations on transfer of shares and related procedures
11. Termination: Circumstances under which the agreement may be terminated
12. General Provisions: Standard boilerplate provisions including notices, amendments, governing law, and jurisdiction
1. Anti-dilution Protection: Provisions protecting investors from dilution in future rounds, used when specifically negotiated
2. Preemptive Rights: Right of existing investors to participate in future funding rounds, included for larger investments
3. Board Representation: Investor rights to board seats or observer rights, included for significant investments
4. Information Rights: Specific reporting and information access rights, important for minority investors
5. Tag-Along Rights: Right to join in sale of shares by other shareholders, used for minority investor protection
6. Drag-Along Rights: Right to force minority shareholders to join in a sale, used for majority investor protection
7. Registration Rights: Rights related to future public offerings, included if IPO is contemplated
8. Most Favored Nation Provision: Protection ensuring investors get best terms offered to future investors, used in early-stage investments
1. Schedule 1: Share Capital Structure: Details of company's share capital before and after investment
2. Schedule 2: Disclosure Schedule: Company's disclosures against warranties
3. Schedule 3: Terms of Preferred Shares: Detailed rights and preferences attached to the preferred shares
4. Schedule 4: Form of Officers' Certificate: Template for closing certificate confirming warranties
5. Schedule 5: Form of Board Resolutions: Template for required corporate approvals
6. Schedule 6: Conditions Precedent: Detailed list of closing conditions
7. Schedule 7: Key Employee Agreements: Forms of employment agreements for key personnel
8. Schedule 8: Financial Statements: Recent financial statements of the company
Authors
Consideration
Closing Conditions
Representations and Warranties
Covenants
Investor Rights
Share Rights
Anti-dilution
Liquidation Preference
Dividend Rights
Conversion Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Board Representation
Information Rights
Registration Rights
Confidentiality
Non-Competition
Non-Solicitation
Indemnification
Termination
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Costs and Expenses
Further Assurance
Counterparts
Technology
Biotechnology
Financial Services
Healthcare
Manufacturing
E-commerce
Software
Clean Energy
Telecommunications
Life Sciences
Consumer Goods
Professional Services
Digital Media
Artificial Intelligence
Real Estate Technology
Legal
Finance
Corporate Development
Investment
Compliance
Executive Leadership
Board of Directors
Corporate Governance
Treasury
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Director
Corporate Attorney
Investment Manager
Venture Capital Partner
Private Equity Director
Corporate Development Manager
Board Director
Company Secretary
Finance Director
Legal Counsel
Investment Analyst
Portfolio Manager
Compliance Officer
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