The Preferred Stock Purchase Agreement (PSPA) is a crucial document in private equity and venture capital transactions in the United States. It is typically used when a company seeks to raise capital by selling preferred shares to investors, offering them special rights and privileges not available to common stockholders. The agreement details the investment structure, share price, investor protections, and governance rights. PSPAs must comply with federal securities regulations, including the Securities Act of 1933 and applicable state laws. They are particularly common in growth-stage companies and startups seeking institutional investment.
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1. Parties: Identifies the company issuing preferred stock and the purchaser(s)
2. Background/Recitals: Sets forth the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale of Preferred Stock: Details the basic transaction terms, including price and number of shares
5. Closing: Specifies closing mechanics, timing, and deliverables
6. Representations and Warranties of the Company: Company's statements about its condition, operations, and authority
7. Representations and Warranties of the Purchaser: Purchaser's statements about authority and investment intent
8. Covenants: Ongoing obligations of the parties
9. Conditions to Closing: Prerequisites that must be satisfied before closing
10. Miscellaneous: Standard legal provisions including governing law, notices, amendments
1. Registration Rights: Rights to register shares for public sale - include when purchaser requires ability to sell shares publicly
2. Right of First Refusal: Company's right to purchase shares before sale to third parties - include when company wants to control share transfers
3. Co-Sale Rights: Right to participate in sales by other stockholders - include when investors want protection against selective exits
4. Board Composition: Rights to appoint board members - include when investors require board representation
1. Schedule of Purchasers: Lists all purchasers, share amounts, and purchase prices
2. Certificate of Incorporation: Company's current certificate of incorporation
3. Disclosure Schedule: Exceptions to company representations and warranties
4. Form of Legal Opinion: Form of legal opinion to be delivered at closing
5. Investor Rights Agreement: Agreement covering ongoing investor rights
6. Right of First Refusal Agreement: Agreement detailing ROFR mechanics
7. Voting Agreement: Agreement governing voting arrangements
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