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1、Last updated April 2007 This sample document is the work product of a national coalition of attorneys who specialize in venture capital financings, working under the auspices of the NVCA. See the NVCA website for a list of the Working Group members. This document is intended to serve as a starting p
2、oint only, and should be tailored to meet your specific requirements. This document should not be construed as legal advice for any particular facts or circumstances. Note that this sample document presents an array of (often mutually exclusive) options with respect to particular deal provisions. SE
3、RIES A PREFERRED STOCK PURCHASE AGREEMENT Last updated April 2007 Preliminary Note The Stock Purchase Agreement sets forth the basic terms of the purchase and sale of the preferred stock to the investors (such as the purchase price, closing date, conditions to closing) and identifies the other finan
4、cing documents. Generally this agreement does not set forth either (1) the characteristics of the stock being sold (which are defined in the Certificate of Incorporation) or (2) the relationship among the parties after the closing, such as registration rights, rights of first refusal and co-sale, vo
5、ting arrangements (these matters often implicate other persons than just the Company and the investors in this round of financing, and are usually embodied in separate agreements to which those others persons are parties, or in some cases by the Certificate of Incorporation). The main items of negot
6、iation in the Stock Purchase Agreement are therefore the price and number of shares being sold, and the representations and warranties that the Company, and sometimes the Founders as well, must make to the investors. Last updated April 2007i TABLE OF CONTENTS Note to Drafter: Section headings have b
7、een formatted to automatically populate the Table of Contents. However, when editing this document for your own use, the page numbers may change. In order to reflect the correct page numbers in the Table of Contents, you must “update page numbers” to the Table of Contents by (1) right-clicking anywh
8、ere in the Table of Contents and (2) choose “update field,” then “update page numbers only.” If you add or delete section headings, follow step (1) and (2) above and choose “update entire table.” Page 1.Purchase and Sale of Preferred Stock1 1.1.Sale and Issuance of Series A Preferred Stock1 1.2.Clos
9、ing; Delivery.1 1.3.Sale of Additional Shares of Preferred Stock. .2 1.4Use of Proceeds3 1.5Defined Terms Used in this Agreement.3 2.Representations and Warranties of the Company5 2.1.Organization, Good Standing, Corporate Power and Qualification.6 2.2.Capitalization.6 2.3.Subsidiaries8 2.4.Authoriz
10、ation. 9 2.5.Valid Issuance of Shares9 2.6.Governmental Consents and Filings10 2.7.Litigation10 2.8.Intellectual Property.11 2.9.Compliance with Other Instruments12 2.10.Agreements; Actions12 2.11.Certain Transactions. .13 2.12.Rights of Registration and Voting Rights14 2.13.Absence of Liens14 2.14.
11、Financial Statements15 2.15.Changes15 2.16.Employee Matters16 2.17.Tax Returns and Payments.19 2.18.Insurance19 2.19.Confidential Information and Invention Assignment Agreements19 2.20.Permits.19 2.21.Corporate Documents. .19 2.2283(b) Elections.20 2.23Real Property Holding Corporation.20 2.24Enviro
12、nmental and Safety Laws20 2.25Qualified Small Business Stock.21 2.26Disclosure. .21 2.27Small Business Concern. .22 TABLE OF CONTENTS (continued) Page Last updated April 2007ii 3.Representations and Warranties of the Founders.22 3.1Conflicting Agreements.23 3.2Litigation23 3.3Stockholder Agreements2
13、3 3.4Representations and Warranties.23 4.Representations and Warranties of the Purchasers24 4.1Authorization. 24 4.2Purchase Entirely for Own Account. .24 4.3Disclosure of Information24 4.4Restricted Securities.24 4.5No Public Market.25 4.6Legends25 4.7Accredited Investor26 4.8Foreign Investors26 4.
14、9No General Solicitation26 4.10Exculpation Among Purchasers.26 4.11Residence.26 5.Conditions to the Purchasers Obligations at Closing. 26 5.1Representations and Warranties.27 5.2Performance.27 5.3Compliance Certificate. .27 5.4Qualifications.27 5.5Opinion of Company Counsel27 5.6Board of Directors28
15、 5.7Indemnification Agreement.28 5.8Investors Rights Agreement28 5.9Right of First Refusal and Co-Sale Agreement. 28 5.10Voting Agreement28 5.11Restated Certificate28 5.12Secretarys Certificate28 5.13Proceedings and Documents28 5.14Minimum Number of Shares at Initial Closing28 5.15Management Rights.
16、29 5.16SBA Matters.29 5.17Preemptive Rights29 TABLE OF CONTENTS (continued) Page Last updated April 2007iii 6.Conditions of the Companys Obligations at Closing. 29 6.1Representations and Warranties.29 6.2Performance.29 6.3Qualifications.29 6.4Investors Rights Agreement29 6.5Right of First Refusal and Co-Sale Agreement. 30 6.6Voting Agreement30 6.7Minimum Number of Shares at Initial Closing30 7.Miscellaneous. .30 7.1Survival of Warranties.30 7.2Successors and Assigns30 7.3Governing
