This preferred stock purchase agreement template has 20 pages and is a MS Word file type listed under our finance & accounting documents.
Sample of our preferred stock purchase agreement template:
PREFERRED STOCK PURCHASE AGREEMENT This Preferred Stock Purchase Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the "Purchaser"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Company has authorized the sale and issuance of an aggregate of [TOTAL SHARES] shares of its Series A Preferred Stock (the "Shares"); WHEREAS, the Purchaser desires to purchase the Shares on the terms and conditions set forth herein; WHEREAS, the Company desires to issue and sell the Shares to the Purchaser on the terms and conditions set forth herein. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: AGREEMENT TO SELL AND PURCHASE Authorization of Shares: The Company has authorized (a) the sale and issuance to the Purchaser of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit B (the "Restated Charter"). Sale and Purchase: Subject to the terms and conditions hereof, at the Closing (as hereinafter defined), the Company hereby agrees to issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Company, severally and not jointly, the number of Shares set forth opposite such Purchaser's name on Exhibit A, at a purchase price of $ [______________] per Share. CLOSING, DELIVERY AND PAYMENT Closing: The closing of the sale and purchase of the Shares under this Agreement (the "Closing") shall take place at [TIME] a.m./ p.m. on [DATE], at the offices of [OFFICE/COMPANY NAME] in [CITY] or at such other time or place as the Company and the Purchaser may mutually agree. (Such date is hereinafter referred to as the "Closing Date.") Delivery: At the Closing, subject to the terms and conditions hereof, the Company will deliver to each Purchaser a certificate representing the number of Shares to be purchased at the Closing by such Purchaser, against payment of the purchase price therefor by check, wire transfer made payable to the order of the Company, cancellation or conversion of indebtedness or any combination of the foregoing. If payment by a Purchaser is made, in whole or in part, by cancellation or conversion of indebtedness, then such Purchaser shall surrender to the Company for cancellation or conversion at the Closing any evidence of such indebtedness or shall execute an instrument of cancellation or conversion in form and substance acceptable to the Company. In addition, the Company at the Closing shall deliver to any Purchaser choosing to pay any part of the purchase price of the Series A Preferred Stock by cancellation or conversion of indebtedness a check in the amount of any interest on such indebtedness through the Closing not being converted. REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set forth on a Schedule of Exceptions delivered by the Company to the Purchaser at the Closing, the Company hereby represents and warrants to the Purchaser as of the date of this Agreement as set forth below. Organization, Good Standing and Qualification: The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of [STATE/PROVINCE]. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement and the Investor Rights Agreement in the form attached hereto as Exhibit C (the "Investor Rights Agreement"), the Co-Sale Agreement in the form attached hereto as Exhibit D (the "Co-Sale Agreement"), the Voting Agreement in the form attached hereto as Exhibit E (the "Voting Agreement") and the Management Rights Letter in the form attached hereto as Exhibit F (collectively, the "Related Agreements"), to issue and sell the Shares and the Conversion Shares, and to carry out the provisions of this Agreement, the Related Agreements and the Restated Charter and to carry on its business as presently conducted and as presently proposed to be conducted. The Company is duly qualified to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business. Subsidiaries: The Company does not own or control any equity security or other interest of any other corporation, partnership, limited liability company or other business entity. The Company is not a participant in any joint venture, partnership, limited liability company or similar arrangement. Since its inception, the Company has not consolidated or merged with, acquired all or substantially all of the assets of, or acquired the stock of or any interest in any corporation, partnership, limited liability company or other business entity. Capitalization; Voting Rights: The authorized capital stock of the Company, immediately prior to the Closing, consists of (i) [________________] Shares of Common Stock, [____________________] Shares of which are issued and outstanding, and (ii) [____________________] Shares of Preferred Stock, all of which are designated Series A Preferred Stock, none of which are issued and outstanding. Under the Company's [YEAR] Equity Incentive Plan (the "Plan"), (i) no shares have been issued pursuant to restricted stock purchase agreements and/or the exercise of outstanding options, (ii) no options have been granted and are currently outstanding and (iii) [_______________________________] shares of Common Stock remain available for future issuance to officers, directors, employees and consultants of the Company. The Company has not made any representations regarding equity incentives to any officer, employee, director or consultant that are inconsistent with the Share amounts and terms set forth in the Company's board minutes. Other than the Shares reserved for issuance under the Plan and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or pre-emptive rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. All issued and outstanding Shares of the Company's Common Stock [and Preferred Stock] (i) have been duly authorized and validly issued and are fully paid and non-assessable, (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities; and (iii) with respect to Common Stock only, are subject to a right of first refusal in favour of the Company upon transfer. The rights, preferences, privileges, and restrictions of the Shares are as stated in the Restated Charter. Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof, and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding Shares of Preferred Stock. The Conversion Shares have been duly and validly reserved for issuance
