New York Private Equity Lawyer & Attorney : Geoffrey Parnass : Corporate & Business Law

Here is a form for Warrant Purchase Agreement.

This agreement contains the authorization by a company to the sale and issuance of a warrant to purchase shares of its preferred stock. The warrant allows the holder to exercise the warrant and purchase the corporation's shares at a set price. This document also includes a form of the warrant in exhibit. This form contains provisions regarding purchase price, requirements to exercise the warrant, right to convert warrant into stock and a notice of exercise of the net issuance rights.

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Here is a form for Subscription Package.

This document is useful for the purchase of common stock in a company. It includes a subscription agreement, a confidential statement of investor suitability, a signature page and a right of first refusal agreement. It contains representations and warranties protecting the company. The statement requires prospective investors to fill up information needed to check if they meet the suitability standards established by the company.                                                                                   The right of first refusal agreement controls the manner in which the shares are transferred. A shareholder who proposes to transfer any or all of his shares must first offer such shares to the company and the other shareholders, before he is allowed to sell them to a third-party.

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Here is a form for Stock Subscription Agreement.

This agreement is used in connection with the sale of stock to individual investors. It protects the company with various representations and warranties by prospective investors. It includes a list of information which must be completed by the investors to check if they meet the suitability standards required to accept subscriptions.

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Here is a form for Stock Option and Incentive Plan.

This document contains both an employee stock option plan and the related stock option agreement. It contains sections regarding the administration of the plan by the board or a committee, the powers of the board to grant stock options and its determination of the per share exercise price. Through the stock option agreement, the company can grant an employee options under the existing stock option plan. This agreement includes provisions regarding the option grant, its vesting and exercise expiration events and sales of shares.

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Here is a form for Preferred Stock Term Sheet.

This document is a summary of the basic terms and conditions of a venture capital investment, through the sale of preferred stock. It contains sections regarding the dividends received by holders of preferred shares, liquidation preference, redemption of outstanding preferred shares and their conversion to common shares. It includes also descriptions of the holder’s rights such as voting rights, preemptive rights and right of first refusal triggered when a founder of the company proposes to sell all or a portion of his shares to a third-party.

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Here is a form for Preferred Purchase Agreement.

This agreement is used to make a venture capital investment in a company. The stock purchase agreement sets forth the basic terms of the purchase and sale of the preferred stock to the investors and identifies the other financing documents (such as the certificate of incorporation, the right of first refusal and co-sale agreement, the investors rights agreement.) It contains sections regarding the authorization and sale of preferred shares, the price and number of shares being sold, the closing date and conditions to closing and the representations and warranties that the company must make to the investors. It contains also descriptions of the obligations of the purchasers to purchase the shares at the closing and of the company’s obligation to issue, sell and deliver the shares at the closing.

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Here is a form for Finders Fee Agreement.

This agreement is useful when a company needs to hire a finder to help identify purchasers of its capital stock. The finder acts to introduce parties interested in investing in the company and providing a sales lead. The agreement contains sections regarding the acceptance of investors and the finder’s fee in the event of a sale of stock to qualified investors introduced by finder.

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Here is a form for Due Diligence Checklist.

This checklist contains a list of the documents that a company must furnish in connection with a potential transaction with venture investors. These documents include such items as  articles of incorporation and bylaws; previous issuances of securities; material contracts and agreement; documents relating to litigation, to employees and related parties; financial information such as financial statement, budget and projection; documents relating to property, taxation, insurance and liability; agreements regarding acquisition, partnership or joint venture agreements and governmental regulations and filings.

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