文档介绍：SERIES A PREFERRED STOCK PURCHASE AGREEMENT
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 financing 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, voting 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 negotiation 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
TABLE OF CONTENTS
Page
1 Purchase and Sale of Preferred Stock 1
11 Sale and Issuance of Series A Preferred Stock 1
12 Closing; Delivery 1
13 Sale of Additional Shares of Preferred Stock 2
14 Use of Proceeds 3
15 Defined Terms Used in this Agreement 3
2 Representations and Warranties of the Company 5
21 Organization, Good Standing, Corporate Power and Qualification 6
22 Capitalization 6
23 Subsidiaries 8
24 Authorization 8
25 Valid Issuance of Shares 9
26 Governmental Consents and Filings 9
27 Litigation 10
28 Intellectual Property 10
29 Compliance with Other Instruments 11
210 Agreements; Actions 12
211 Certain Transactions 13
212 Rights of Registration and Voting Rights 13
213 Absence of Liens 14
214 Financial Statements 14
215 Changes 15
216 Employee Matters 16
217 Tax Returns and Payments 18
218 Insurance 18
219 Confidential Infor