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Preferred Stock Purchase Agreement
"I need a Preferred Stock Purchase Agreement for my Singapore-based fintech startup to issue Series B preferred shares to three venture capital firms, with a total investment of SGD 15 million and standard anti-dilution protections, planned for closing in March 2025."
1. Parties: Identification of the company issuing preferred stock and the purchaser(s)
2. Background: Context of the transaction and company's current capital structure
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale of Preferred Stock: Core transaction terms including price, number of shares, and closing conditions
5. Representations and Warranties of the Company: Company's statements about its legal status, authority, and business condition
6. Representations and Warranties of the Purchaser: Purchaser's statements about authority and investment intent
7. Rights, Preferences and Privileges: Specific rights attached to the preferred shares
8. Closing Conditions: Requirements that must be met before closing
1. Anti-dilution Provisions: Protection against future dilution of shares - include when investors require protection against down rounds
2. Registration Rights: Rights to register shares for public trading - include when future IPO is contemplated
3. Board Representation: Rights to appoint board members - include when investors require board seats
4. Tag-Along Rights: Right to join in sale of shares by other shareholders - include when minority investor protection is needed
1. Schedule of Purchasers: List of all investors and their investment amounts
2. Certificate of Preferences: Detailed terms of the preferred stock
3. Disclosure Schedule: Exceptions to representations and warranties
4. Form of Investors' Rights Agreement: Agreement detailing investors' specific rights
5. Corporate Resolutions: Board and shareholder approvals for the transaction
6. Legal Opinion: Opinion from company's counsel on transaction validity
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