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1、SERIES A PREFERRED STOCK PURCHASE AGREEMENT Preliminary NoteThe 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 financing documents. General
2、ly 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, voting arrangements (thes
3、e 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 negotiation in the Stock Pur
4、chase 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.iTABLE OF CONTENTSPage1. Purchase and Sale of Preferred Stock. .11.1. Sale and Issuance of Series A Preferr
5、ed Stock. .11.2. Closing; Delivery.11.3. Sale of Additional Shares of Preferred Stock. .21.4. Use of Proceeds.31.5. Defined Terms Used in this Agreement.32. Representations and Warranties of the Company.52.1. Organization, Good Standing, Corporate Power and Qualification.62.2. Capitalization. .62.3.
6、 Subsidiaries.82.4. Authorization. .82.5. Valid Issuance of Shares.92.6. Governmental Consents and Filings. .92.7. Litigation.102.8. Intellectual Property.102.9. Compliance with Other Instruments. .112.10. Agreements; Actions.122.11. Certain Transactions. .132.12. Rights of Registration and Voting R
7、ights.132.13. Absence of Liens.142.14. Financial Statements. .142.15. Changes.152.16. Employee Matters. .162.17. Tax Returns and Payments.182.18. Insurance.182.19. Confidential Information and Invention Assignment Agreements.192.20. Permits. .192.21. Corporate Documents. .192.22. 83(b) Elections.192.23. Real Property Holding Corporation.192.24. Environmental and Safety Laws. .202.25. Qualified Small Business Stock. .202.26. Disclosure. .
