A Preferred Stock Subscription Agreement is commonly used in venture capital and private equity transactions in the United States when companies seek to raise capital by issuing preferred stock. The document serves as the primary investment instrument that outlines the terms of the stock purchase, including price per share, number of shares, and special rights attached to the shares. It includes crucial protective provisions for both the company and investors, ensuring compliance with securities laws and establishing a framework for the ongoing relationship between the parties. This agreement is particularly important as it creates a class of stock with special rights and preferences superior to common stock.
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1. Parties: Identification of the company and the investor(s)
2. Background: Context of the transaction and authorization for stock issuance
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core terms of the stock purchase, including price and number of shares
5. Representations and Warranties of the Company: Company's statements about its condition and authority
6. Representations and Warranties of the Investor: Investor's statements about their status and authority
7. Closing Conditions: Requirements that must be met before closing
8. Registration Rights: Rights related to future registration of the shares
1. Board Appointment Rights: Rights to appoint board members, used when investors require board representation
2. Anti-dilution Protection: Protection against future dilution, typically included for larger investments
3. Information Rights: Rights to receive company information, used for significant investors
4. Right of First Refusal: Rights on future stock sales, typically for strategic investors
1. Certificate of Designation: Details of preferred stock rights and preferences
2. Disclosure Schedule: Exceptions to representations and warranties
3. Capitalization Table: Current and post-investment capital structure
4. Form of Legal Opinion: Template for legal opinion to be delivered at closing
5. Investor Questionnaire: Form to verify investor accreditation status
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