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Preferred Stock Purchase Agreement Template for Netherlands

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Key Requirements PROMPT example:

Preferred Stock Purchase Agreement

"I need a Preferred Stock Purchase Agreement for a Series B investment round closing on March 15, 2025, where our Dutch tech startup is issuing €10M worth of preferred shares with 1x liquidation preference and strong anti-dilution protection to a consortium of venture capital investors."

Document background
The Preferred Stock Purchase Agreement is a crucial document used in private equity and venture capital transactions in the Netherlands when companies seek to raise capital by issuing preferred shares to investors. This agreement is particularly common in growth-stage companies and scale-ups looking to secure significant investment while maintaining certain controls over ownership and governance. The document must comply with Dutch corporate law requirements and typically includes detailed provisions about share classes, voting rights, board representation, anti-dilution protections, and exit rights. It's essential for documenting the terms of investment, protecting both the company's and investors' interests, and establishing a framework for future corporate governance. The agreement often works in conjunction with a shareholders' agreement and amended articles of association, all of which must be properly executed under Dutch law, sometimes requiring notarial deed execution.
Suggested Sections

1. Parties: Identification of the company issuing preferred stock and the purchaser(s)

2. Background: Context of the transaction and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Purchase and Sale of Preferred Shares: Core transaction terms including number of shares, price per share, and aggregate purchase amount

5. Closing; Delivery: Timing and mechanics of the closing, including delivery of shares and payment

6. Representations and Warranties of the Company: Company's statements about its legal status, financial condition, and business

7. Representations and Warranties of the Purchaser: Purchaser's statements about their legal capacity and investment intent

8. Covenants: Ongoing obligations of the parties before and after closing

9. Rights and Preferences of Preferred Stock: Detailed terms of the preferred stock including dividend rights, liquidation preferences, and conversion rights

10. Conditions to Closing: Prerequisites that must be satisfied before parties are obligated to close

11. Board Composition: Changes to board structure and appointment rights

12. Information and Observer Rights: Investor information rights and board observer provisions

13. Transfer Restrictions: Limitations on transfer of shares and right of first refusal provisions

14. Termination: Circumstances under which the agreement may be terminated

15. Miscellaneous: Standard legal provisions including governing law, notices, amendments, and counterparts

Optional Sections

1. Registration Rights: Include when parties anticipate future public offering or registration of shares

2. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sale

3. Drag-Along Rights: Include when majority shareholders want ability to force minority participation in sale

4. Anti-dilution Protection: Include when investors require protection against future down rounds

5. Preemptive Rights: Include when investors require right to participate in future financing rounds

6. Employee Matters: Include when transaction affects employee stock options or requires specific employee-related covenants

7. Works Council Approval: Include when Dutch works council approval is required for the transaction

8. Competition Law Compliance: Include when transaction size requires merger control clearance

Suggested Schedules

1. Schedule A - Capitalization Table: Details of company's capital structure pre and post-transaction

2. Schedule B - Company Disclosure Schedule: Exceptions and qualifications to company representations and warranties

3. Schedule C - Articles of Association Amendments: Required changes to company's articles to implement preferred stock terms

4. Schedule D - Investor Rights: Detailed terms of investor rights and preferences

5. Schedule E - Required Consents: List of third-party and governmental consents required for closing

6. Appendix 1 - Form of Shareholders' Agreement: Form of shareholders' agreement to be executed at closing

7. Appendix 2 - Registration Rights Agreement: Detailed terms of registration rights if applicable

8. Appendix 3 - Management Rights Letter: Terms of management rights granted to investors

9. Appendix 4 - Legal Opinion: Form of legal opinion to be delivered at closing

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Technology

Financial Services

Healthcare

Biotechnology

Clean Energy

Software

E-commerce

Manufacturing

Life Sciences

Real Estate

Telecommunications

Professional Services

Relevant Teams

Legal

Finance

Executive Management

Corporate Development

Compliance

Investment

Corporate Secretariat

Treasury

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Venture Capital Partner

Private Equity Director

Company Secretary

Corporate Development Director

Board Member

Investment Banker

Financial Controller

Legal Counsel

Compliance Officer

Business Development Director

Industries








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