A序列優(yōu)先股購(gòu)買協(xié)議

1、.：.；DOCPROPERTY DocID * MERGEFORMATLIBC/5000827.6 Last updated March 2021SERIES A PREFERRED STOCK PURCHASE AGREEMENT Last updated March 2021LIBC/5000827.6Preliminary NoteThe Stock Purchase Agreement sets forth the basic terms of the purchase and sale of the preferred stock to the investors (such as

2、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

3、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

4、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 investo

5、rs.TABLE OF CONTENTS(continued)PageLast updated March 2021PAGE iii Last updated March 2021PAGE iTABLE OF CONTENTSNote to Drafter: Section headings have been formatted to automatically populate the Table of Contents. However, when editing this document for your own use, the page numbers may change. I

6、n order to reflect the correct page numbers in the Table of Contents, you must “update page numbers to the Table of Contents by (1) right-clicking anywhere in the Table of Contents, and (2) choose “update field, then “update page numbers only. If you add or delete section headings, follow step (1) a

7、nd (2) above and choose “update entire table.Page TOC o 1-2 h z u HYPERLINK l _Toc384634213 1.Purchase and Sale of Preferred Stock. PAGEREF _Toc384634213 h 1 HYPERLINK l _Toc384634214 1.1Sale and Issuance of SeriesA Preferred Stock. PAGEREF _Toc384634214 h 1 HYPERLINK l _Toc384634215 1.2Closing; Del

8、ivery. PAGEREF _Toc384634215 h 1 HYPERLINK l _Toc384634216 1.3Sale of Additional Shares of Preferred Stock. PAGEREF _Toc384634216 h 2 HYPERLINK l _Toc384634217 1.4Use of Proceeds PAGEREF _Toc384634217 h 3 HYPERLINK l _Toc384634218 1.5Defined Terms Used in this Agreement PAGEREF _Toc384634218 h 3 HYP

9、ERLINK l _Toc384634219 2.Representations and Warranties of the Company PAGEREF _Toc384634219 h 5 HYPERLINK l _Toc384634220 2.1Organization, Good Standing, Corporate Power and Qualification PAGEREF _Toc384634220 h 5 HYPERLINK l _Toc384634221 2.2Capitalization. PAGEREF _Toc384634221 h 6 HYPERLINK l _T

10、oc384634222 2.3Subsidiaries PAGEREF _Toc384634222 h 8 HYPERLINK l _Toc384634223 2.4Authorization PAGEREF _Toc384634223 h 8 HYPERLINK l _Toc384634224 2.5Valid Issuance of Shares PAGEREF _Toc384634224 h 9 HYPERLINK l _Toc384634225 2.6Governmental Consents and Filings PAGEREF _Toc384634225 h 9 HYPERLIN

11、K l _Toc384634226 2.7Litigation PAGEREF _Toc384634226 h 10 HYPERLINK l _Toc384634227 2.8Intellectual Property PAGEREF _Toc384634227 h 10 HYPERLINK l _Toc384634228 2.9Compliance with Other Instruments PAGEREF _Toc384634228 h 12 HYPERLINK l _Toc384634229 2.10Agreements; Actions PAGEREF _Toc384634229 h

12、 12 HYPERLINK l _Toc384634230 2.11Certain Transactions PAGEREF _Toc384634230 h 13 HYPERLINK l _Toc384634231 2.12Rights of Registration and Voting Rights PAGEREF _Toc384634231 h 14 HYPERLINK l _Toc384634232 2.13Property PAGEREF _Toc384634232 h 14 HYPERLINK l _Toc384634233 2.14Financial Statements PAG

13、EREF _Toc384634233 h 14 HYPERLINK l _Toc384634234 2.15Changes PAGEREF _Toc384634234 h 15 HYPERLINK l _Toc384634235 2.16Employee Matters PAGEREF _Toc384634235 h 16 HYPERLINK l _Toc384634236 2.17Tax Returns and Payments PAGEREF _Toc384634236 h 18 HYPERLINK l _Toc384634237 2.18Insurance PAGEREF _Toc384

14、634237 h 18 HYPERLINK l _Toc384634238 2.19Employee Agreements PAGEREF _Toc384634238 h 18 HYPERLINK l _Toc384634239 2.20Permits PAGEREF _Toc384634239 h 18 HYPERLINK l _Toc384634240 2.21Corporate Documents PAGEREF _Toc384634240 h 18 HYPERLINK l _Toc384634241 2.2283(b) Elections PAGEREF _Toc384634241 h

15、 19 HYPERLINK l _Toc384634242 2.23Real Property Holding Corporation PAGEREF _Toc384634242 h 19 HYPERLINK l _Toc384634243 2.24Environmental and Safety Laws PAGEREF _Toc384634243 h 19 HYPERLINK l _Toc384634244 2.25Qualified Small Business Stock PAGEREF _Toc384634244 h 20 HYPERLINK l _Toc384634245 2.26

16、Disclosure PAGEREF _Toc384634245 h 20 HYPERLINK l _Toc384634246 2.27Small Business Concern PAGEREF _Toc384634246 h 21 HYPERLINK l _Toc384634247 2.28Foreign Corrupt Practices Act PAGEREF _Toc384634247 h 21 HYPERLINK l _Toc384634248 2.29Data Privacy PAGEREF _Toc384634248 h 21 HYPERLINK l _Toc384634249

17、 3.Representations and Warranties of the Purchasers PAGEREF _Toc384634249 h 22 HYPERLINK l _Toc384634250 3.1Authorization PAGEREF _Toc384634250 h 22 HYPERLINK l _Toc384634251 3.2Purchase Entirely for Own Account PAGEREF _Toc384634251 h 22 HYPERLINK l _Toc384634252 3.3Disclosure of Information PAGERE

18、F _Toc384634252 h 22 HYPERLINK l _Toc384634253 3.4Restricted Securities PAGEREF _Toc384634253 h 23 HYPERLINK l _Toc384634254 3.5No Public Market PAGEREF _Toc384634254 h 23 HYPERLINK l _Toc384634255 3.6Legends PAGEREF _Toc384634255 h 23 HYPERLINK l _Toc384634256 3.7Accredited Investor PAGEREF _Toc384

19、634256 h 24 HYPERLINK l _Toc384634257 3.8Foreign Investors PAGEREF _Toc384634257 h 24 HYPERLINK l _Toc384634258 3.9No General Solicitation PAGEREF _Toc384634258 h 24 HYPERLINK l _Toc384634259 3.10Exculpation Among Purchasers PAGEREF _Toc384634259 h 24 HYPERLINK l _Toc384634260 3.11Residence PAGEREF

20、_Toc384634260 h 24 HYPERLINK l _Toc384634261 3.12Consent to Promissory Note Conversion and Termination PAGEREF _Toc384634261 h 24 HYPERLINK l _Toc384634262 4.Conditions to the Purchasers Obligations at Closing PAGEREF _Toc384634262 h 25 HYPERLINK l _Toc384634263 4.1Representations and Warranties PAG

21、EREF _Toc384634263 h 25 HYPERLINK l _Toc384634264 4.2Performance PAGEREF _Toc384634264 h 25 HYPERLINK l _Toc384634265 4.3Compliance Certificate PAGEREF _Toc384634265 h 25 HYPERLINK l _Toc384634266 4.4Qualifications PAGEREF _Toc384634266 h 26 HYPERLINK l _Toc384634267 4.5Opinion of Company Counsel PA

22、GEREF _Toc384634267 h 26 HYPERLINK l _Toc384634268 4.6Board of Directors PAGEREF _Toc384634268 h 26 HYPERLINK l _Toc384634269 4.7Indemnification Agreement PAGEREF _Toc384634269 h 26 HYPERLINK l _Toc384634270 4.8Investors Rights Agreement PAGEREF _Toc384634270 h 26 HYPERLINK l _Toc384634271 4.9Right

23、of First Refusal and CoSale Agreement PAGEREF _Toc384634271 h 26 HYPERLINK l _Toc384634272 4.10Voting Agreement PAGEREF _Toc384634272 h 26 HYPERLINK l _Toc384634273 4.11Restated Certificate PAGEREF _Toc384634273 h 26 HYPERLINK l _Toc384634274 4.12Secretarys Certificate PAGEREF _Toc384634274 h 26 HYP

24、ERLINK l _Toc384634275 4.13Proceedings and Documents PAGEREF _Toc384634275 h 26 HYPERLINK l _Toc384634276 4.14Minimum Number of Shares at Initial Closing PAGEREF _Toc384634276 h 27 HYPERLINK l _Toc384634277 4.15Management Rights PAGEREF _Toc384634277 h 27 HYPERLINK l _Toc384634278 4.16SBA Matters PA

25、GEREF _Toc384634278 h 27 HYPERLINK l _Toc384634279 4.17Preemptive Rights PAGEREF _Toc384634279 h 27 HYPERLINK l _Toc384634280 5.Conditions of the Companys Obligations at Closing PAGEREF _Toc384634280 h 27 HYPERLINK l _Toc384634281 5.1Representations and Warranties PAGEREF _Toc384634281 h 27 HYPERLIN

26、K l _Toc384634282 5.2Performance PAGEREF _Toc384634282 h 27 HYPERLINK l _Toc384634283 5.3Qualifications PAGEREF _Toc384634283 h 27 HYPERLINK l _Toc384634284 5.4Investors Rights Agreement PAGEREF _Toc384634284 h 27 HYPERLINK l _Toc384634285 5.5Right of First Refusal and CoSale Agreement PAGEREF _Toc3

27、84634285 h 27 HYPERLINK l _Toc384634286 5.6Voting Agreement PAGEREF _Toc384634286 h 27 HYPERLINK l _Toc384634287 5.7Minimum Number of Shares at Initial Closing PAGEREF _Toc384634287 h 28 HYPERLINK l _Toc384634288 6Miscellaneous. PAGEREF _Toc384634288 h 28 HYPERLINK l _Toc384634289 6.1Survival of War

28、ranties PAGEREF _Toc384634289 h 28 HYPERLINK l _Toc384634290 6.2Successors and Assigns PAGEREF _Toc384634290 h 28 HYPERLINK l _Toc384634291 6.3Governing Law PAGEREF _Toc384634291 h 28 HYPERLINK l _Toc384634292 6.4Counterparts PAGEREF _Toc384634292 h 28 HYPERLINK l _Toc384634293 6.5Titles and Subtitl

29、es PAGEREF _Toc384634293 h 28 HYPERLINK l _Toc384634294 6.6Notices PAGEREF _Toc384634294 h 28 HYPERLINK l _Toc384634295 6.7No Finders Fees PAGEREF _Toc384634295 h 29 HYPERLINK l _Toc384634296 6.8Fees and Expenses PAGEREF _Toc384634296 h 29 HYPERLINK l _Toc384634297 6.9Attorneys Fees PAGEREF _Toc3846

30、34297 h 29 HYPERLINK l _Toc384634298 6.10Amendments and Waivers PAGEREF _Toc384634298 h 29 HYPERLINK l _Toc384634299 6.11Severability PAGEREF _Toc384634299 h 30 HYPERLINK l _Toc384634300 6.12Delays or Omissions PAGEREF _Toc384634300 h 30 HYPERLINK l _Toc384634301 6.13Entire Agreement PAGEREF _Toc384

31、634301 h 30 HYPERLINK l _Toc384634302 6.14Corporate Securities Law PAGEREF _Toc384634302 h 30 HYPERLINK l _Toc384634303 6.15Dispute Resolution PAGEREF _Toc384634303 h 30 HYPERLINK l _Toc384634304 6.16No Commitment for Additional Financing PAGEREF _Toc384634304 h 32 HYPERLINK l _Toc384634305 6.17Waiv

32、er of Conflicts PAGEREF _Toc384634305 h 32TABLE OF CONTENTS(continued) REF Schedule_of_Purchasers_Exhibit * Caps h * MERGEFORMAT Exhibit A - REF Schedule_of_Purchasers_Exhibit_Title h * MERGEFORMAT SCHEDULE OF PURCHASERS REF Amended_Charter_Exhibit * Caps h * MERGEFORMAT Exhibit B - REF Amended_Char

33、ter_Exhibit_Title h * MERGEFORMAT FORM OF AMENDED AND RESTATEDCERTIFICATE OF INCORPORATION REF Disclosure_Schedule_Exhibit * Caps h * MERGEFORMAT Exhibit C - REF Disclosure_Schedule_Exhibit_Title h * MERGEFORMAT DISCLOSURE SCHEDULE REF Indemn_Agmt_Exhibit * Caps h * MERGEFORMAT Exhibit D - REF Indem

34、n_Agmt_Exhibit_Title h * MERGEFORMAT FORM OF INDEMNIFICATION AGREEMENT REF Investors_Rights_Agmt_Exhibit * Caps h * MERGEFORMAT Exhibit E - REF Investors_Rights_Agmt_Exhibit_Title h * MERGEFORMAT FORM OF INVESTORS RIGHTS AGREEMENT REF Mgt_Rights_Ltr_Exhibit * Caps h * MERGEFORMAT Exhibit F - REF Mgt

35、_Rights_Ltr_Exhibit_Title h * MERGEFORMAT FORM OF MANAGEMENT RIGHTS LETTER REF RFR_Exhibit * Caps h * MERGEFORMAT Exhibit G - REF RFR_Exhibit_Title h t * MERGEFORMAT Form of Right of First Refusal and Co-Sale Agreement REF Voting_Agmt_Exhibit * Caps h * MERGEFORMAT Exhibit H - REF Voting_Agmt_Exhibi

36、t_Title h * MERGEFORMAT FORM OF VOTING AGREEMENT REF Co_Counsel_Legal_Op_Exhibit * Caps h * MERGEFORMAT Exhibit I - REF Co_Counsel_Legal_Op_Exhibit_Title h * MERGEFORMAT FORM OF LEGAL OPINION OF COMPANY COUNSEL REF Milestone_Exhibit * Caps h * MERGEFORMAT Exhibit J - REF Milestone_Exhibit_Title h *

37、MERGEFORMAT MILESTONE EVENTSADDENDUM TO STOCK PURCHASE AGREEMENT: SAMPLE FOUNDER REPRESENTATIONS AND WARRANTIES Last updated March 2021Exhibit B attached to this Agreement (the “Restated Certificate). Sometimes only a Certificate of Amendment is required.Subject to the terms and conditions of this A

38、greement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of SeriesA Preferred Stock, $ _ par value per share (the “Series A Preferred Stock), set forth opposite each Purchasers name on REF Schedule_of_P

39、urchasers_Exhibit * Caps h * MERGEFORMAT Exhibit A, at a purchase price of $_ per share. The shares of SeriesA Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any Milestone Shares or Additional Shares, as defined below) shal

40、l be referred to in this Agreement as the “Shares.1.2Closing; Delivery.The initial purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, at _ _.m., on _ _, 20_, or at such other time and place as the Company and the Purchasers mutually agree upon, or

41、ally or in writing (which time and place are designated as the “Initial Closing). If the Agreement is signed prior to the Closing, this provision gives the parties flexibility to change the closing date as contingencies arise. As a practical matter, however, the Agreement is usually signed on the da

42、te of the Closing. This means that, until the Closing, everyone has an opportunity to back out of the deal. In the event there is more than one closing, the term “Closing shall apply to each such closing unless otherwise specified.At each Closing, the Company shall deliver to each Purchaser a certif

43、icate representing the Shares being purchased Note that the NVCA documents have been updated to provide for the possibility of uncertificated shares as well; alternative language is provided where applicable in all of the model documents. by such Purchaser at such Closing against payment of the purc

44、hase price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser, including interest If some or all of the Purchasers will be converting previously issued notes to Shares, cons

45、ider paying the interest in cash, if the terms of the notes permit this, to avoid last-minute recomputations if the closing is delayed. Note that cancellation of interest in return for stock may be a taxable event in the amount of the interest cancelled. Accordingly, some of the Purchasers may requi

46、re payment of interest in cash to avoid imputation of income without the corresponding payment of cash to pay the tax., or by any combination of such methods.1.3Sale of Additional Shares of Preferred Stock.After the Initial Closing, the Company may sell, on the same terms and conditions as those con

47、tained in this Agreement The Company will often try to negotiate a “cushion in the negotiated limit of the number of preferred shares in order to permit it to issue additional shares of preferred stock in transactions outside the financing, e.g., warrants for preferred stock issued in connection wit

48、h an equipment financing. The language “on the same terms and conditions as those contained in this Agreement is flexible enough to permit this. If the investors want to limit the number of preferred shares to be issued to those preferred shares issued in the financing, the language “pursuant to thi

49、s Agreement should be substituted., up to _ additional shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) of Series A Preferred Stock (the “Additional Shares), to one or more purchasers (the “Addit

50、ional Purchasers) reasonably acceptable to Purchasers holding a specify percentage of the then outstanding Shares The Company may want to limit this approval right to the larger Purchasers. As an alternative, the Agreement may specify that Additional Purchasers must be approved by the Board of Direc

51、tors, including the directors elected by the Series A Preferred Stockholders., provided that (i) such subsequent sale is consummated prior to 90 days after the Initial Closing (ii) each Additional Purchaser shall become a party to the Transaction Agreements (as defined below) (other than the Managem

52、ent Rights Letter), by executing and delivering a counterpart signature page to each of the Transaction Agreements; and (iii) _, counsel for the Company, provides an opinion dated as of the date of such Closing that the offer, issuance, sale and delivery of the Additional Shares to the Additional Pu

53、rchasers do not require registration under the Securities Act of 1933, as amended, or applicable state securities laws. REF Schedule_of_Purchasers_Exhibit * Caps h * MERGEFORMAT Exhibit A to this Agreement shall be updated to reflect the number of Additional Shares purchased at each such Closing and

54、 the parties purchasing such Additional Shares.After the Initial Closing, the Company shall sell, and the Purchasers shall purchase, on the same terms and conditions as those contained in this Agreement, up to _ additional shares of Series A Preferred Stock (the “Milestone Shares), pro rata in accor

55、dance with the number of Shares being purchased by each such Purchaser at all prior Closings, on the certification by the Board Purchasers that the events specified in REF Milestone_Exhibit * Caps h * MERGEFORMAT Exhibit J attached to this Agreement have occurred (the “Milestone Events). The date of

56、 the purchase and sale of the Milestone Shares are referred to in this Agreement as the “Milestone Closing. Consider whether the obligations of each Purchaser at a Milestone Closing are conditioned on (i) the representations and warranties remaining true (or materially so) as of such Milestone Closi

57、ng, (ii) each other Purchaser purchasing shares at the Milestone Closing (i.e., if one Purchaser breaches then no others are obligated), and (iii) any other conditions. In a tranched milestone funding, investors should confirm with their accountants prior to the first closing that the initial and la

58、ter tranches will not be treated as separate instruments for purposes of ASC 480 based on the specific structure of the transaction.1.4Use of Proceeds. In accordance with the directions of the Companys Board of Directors, as it shall be constituted in accordance with the Voting Agreement, the Compan

59、y will use the proceeds from the sale of the Shares for product development and other general corporate purposes.1.5Defined Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced

60、 below.“Affiliate means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture