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Preferred Stock Purchase Agreement
"I need a Preferred Stock Purchase Agreement for my Singapore-based fintech startup to issue Series B preferred shares to three venture capital firms, with a total investment of SGD 15 million and standard anti-dilution protections, planned for closing in March 2025."
1. Parties: Identification of the company issuing preferred stock and the purchaser(s)
2. Background: Context of the transaction and company's current capital structure
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale of Preferred Stock: Core transaction terms including price, number of shares, and closing conditions
5. Representations and Warranties of the Company: Company's statements about its legal status, authority, and business condition
6. Representations and Warranties of the Purchaser: Purchaser's statements about authority and investment intent
7. Rights, Preferences and Privileges: Specific rights attached to the preferred shares
8. Closing Conditions: Requirements that must be met before closing
1. Anti-dilution Provisions: Protection against future dilution of shares - include when investors require protection against down rounds
2. Registration Rights: Rights to register shares for public trading - include when future IPO is contemplated
3. Board Representation: Rights to appoint board members - include when investors require board seats
4. Tag-Along Rights: Right to join in sale of shares by other shareholders - include when minority investor protection is needed
1. Schedule of Purchasers: List of all investors and their investment amounts
2. Certificate of Preferences: Detailed terms of the preferred stock
3. Disclosure Schedule: Exceptions to representations and warranties
4. Form of Investors' Rights Agreement: Agreement detailing investors' specific rights
5. Corporate Resolutions: Board and shareholder approvals for the transaction
6. Legal Opinion: Opinion from company's counsel on transaction validity
Authors
Affiliate
Anti-dilution Provisions
Board of Directors
Business Day
Closing
Closing Date
Company
Company Intellectual Property
Constitutional Documents
Conversion Price
Conversion Rights
Dividend Rights
Encumbrance
Financial Statements
Fully Diluted Basis
Governmental Authority
Indemnified Party
Intellectual Property Rights
Investors' Rights Agreement
Issue Price
Law
Liquidation Event
Liquidation Preference
Material Adverse Effect
Original Issue Price
Participating Preferred Stock
Party
Parties
Person
Preferred Directors
Preferred Shares
Pro Rata Share
Purchase Price
Purchaser
Qualified IPO
Registration Rights
Related Party Transaction
Securities Act
Series [X] Preferred Stock
Shareholders Agreement
Subsidiary
Tag-Along Rights
Transaction Documents
Voting Rights
Purchase Price and Payment
Closing Conditions
Representations and Warranties
Preferred Stock Rights
Dividend Rights
Liquidation Preferences
Conversion Rights
Anti-dilution Protection
Voting Rights
Board Representation
Information Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Registration Rights
Confidentiality
Due Diligence
Covenants
Indemnification
Assignment and Transfer
Termination
Notices
Governing Law
Dispute Resolution
Amendment and Waiver
Severability
Entire Agreement
Further Assurances
Costs and Expenses
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