This document forms an agreement for the purchase and sale of preferred stock to
investors. This long-form document contains numerous types of provisions commonly
found in angel investment agreements. These standard clauses can be modified to
allow the parties to specify basic terms, such as the purchase price, the closing date,
conditions for closing, the price and number of shares being sold, and the
representations made by each party. The document is useful to a small business
seeking angel investment.
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.
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EXHIBIT A - ...................... SCHEDULE OF PURCHASERS
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EXHIBIT B - FORM OF AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION
EXHIBIT C - DISCLOSURE SCHEDULE
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EXHIBIT D - FORM OF INDEMNIFICATION AGREEMENT
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EXHIBIT E - FORM OF INVESTORS’ RIGHTS AGREEMENT
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EXHIBIT F - FORM OF MANAGEMENT RIGHTS LETTER
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EXHIBIT G - Form of Right of First Refusal and Co-Sale AGREEMENT
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EXHIBIT H - FORM OF VOTING AGREEMENT
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EXHIBIT I - FORM OF LEGAL OPINION OF [COMPANY COUNSEL]
[EXHIBIT J - MILESTONE EVENTS]
ADDENDUM TO STOCK PURCHASE AGREEMENT: SAMPLE FOUNDER
REPRESENTATIONS AND WARRANTIES
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SERIES A PREFERRED STOCK PURCHASE AGREEMENT
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (“Agreement”) is
made as of the ____ day of ____________, 201___ by and among _______________ [Provide
name of the corporation], a(n) ____________ [Provide the state where the company was
legally incorporated] corporation (the “Company”), the investors listed on
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EXHIBIT A attached to this Agreement (each a “Purchaser” and together the “Purchasers”)
[and the persons listed as “Founders” on the signature pages to this Agreement (each a
“Founder” and together the “Founders”)].
The parties hereby agree as follows:
1. Purchase and Sale of Preferred Stock.
1.1. Sale and Issuance of Series A Preferred Stock.
(a) The Company shall adopt and file with the Secretary of State of the
State of Delaware on or before the Initial Closing1 (as defined below) the Amended and Restated
Certificate of Incorporation in the form of
(b)
(c)
1If only one closing is contemplated, references to “Initial Closing,” “each Closing,” “such Closing” etc. should be
modified.
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(d) EXHIBIT B attached to this Agreement (the “Restated
Certificate”).2
(e) Subject to the terms and conditions of this Agreement, 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 Series A Preferred Stock, ________ ($ ___)
Dollar par value per share (the “Series A Preferred Stock”), set forth opposite each Purchaser’s
name on
2 Sometimes only a Certificate of Amendment is required.
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EXHIBIT A