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Stockholders’ Agreement, Series A Preferred Stock

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This sample Stockholders Agreement – Series A Preferred Stock is prepared for use in an early round of financing, where a founder may be given special rights not available to other non founder stockholders. However, this sample Stockholders Agreement – Series A Preferred Stock can be easily be adapted (or amended) for use in a second or third round financing with a venture capital or private equity fund where the founder is less likely to be treated differently from other stockholders.

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Stockholders’ Agreement, Series A Preferred Stock

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Stock Purchase Agreement, Series B Preferred Stock

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This sample Stock Purchase Agreement sets forth the terms and conditions for an investor to purchase from the company Series B Preferred Stock. The Agreement is intended for use in a second or third round financing with a venture capital group or private equity fund in the United States. It is intended for use in a sale to one or a few sophisticated institutional investors in a negotiated transaction.

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Stock Purchase Agreement, Series B Preferred Stock

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Term Sheet, Series B Preferred Stock

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This sample Term Sheet, Series B Preferred Stock summarizes the principal terms with respect to a proposed sale of Series B Preferred Stock. It is intended as a basis for further discussions and is not intended to be legally binding except in limited respects. This sample Term Sheet is for use in a second or third round financing with a venture capital group or private equity fund in the United States where investment terms are usually more extensive but is not intended for use with a friends and family offering or angel investor financing where investment terms usually are not as complex.

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Term Sheet, Series B Preferred Stock

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Subscription Agreement

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This sample Subscription Agreement sets forth terms and conditions for a company to sell a certain number of shares to an investor at a certain price, and the agreement by the investor to pay that price. This form of Subscription Agreement is designed for use in connection with initial round private offerings of securities solely in the United States that are not undertaken or assisted by a placement agent. This is not intended for use in connection with the initial issuance to founders upon formation of the company, to a venture capital group or private equity firm (which are addressed in the sample securities purchase agreement), or to employees, advisors and consultants under employee option or other equity incentive plans. This form of Subscription Agreement also assumes that an offering memorandum describing the company, its business and material agreements, and identifying specific risk factors associated with making an investment in the company will be prepared and distributed to potential investors.

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Subscription Agreement

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Subscription Agreement (Private Offering)

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Convertible Note Purchase Agreement with Form of Note

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This sample Form of Convertible Promissory Note Purchase Agreement is for use in an early round seed financing from an individual angel investor or a small group of individual angel investors resident in the United States which is negotiated directly by both the Company and the investing party. This sample form is not intended for a larger-scale offering of convertible notes to several investors pursuant to a private placement offering or solicitation, but rather in a sale to one or a few accredited investors in a privately negotiated transaction.

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Convertible Note Purchase Agreement with Form of Note

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Purchaser Representative Questionnaire

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The Purchaser Representative Questionnaire is for use by a company when a proposed purchaser indicates on its Investor Questionnaire that a purchaser representative is involved. This questionnaire helps collect and verify information relating to the purchaser representative(s) of potential investors about which neither the company nor, if applicable, the placement agent has sufficient knowledge. If a potential investor is using a purchaser representative to qualify for the offering, this questionnaire must be sent out to the purchaser representative to verify that the person or entity acting as purchaser representative is qualified to do so. This form is to be used in conjunction with the Investor Questionnaire where the prospective investor has indicated that he or she has relied on the advice of a “Purchaser Representative” in making his or her investment decision.

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Purchaser Representative Questionnaire

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Investor Questionnaire

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The Investor Questionnaire is a confidential form to be completed by a prospective purchaser of unregistered securities including stock, notes, warrants or other securities. The questionnaire solicits information from a prospective investor regarding their financial status, sophistication, residency and suitability to be an investor. The company will rely on the information contained in the questionnaire to make a determination of whether, under state and federal securities laws, the investment by the prospective purchaser may be accepted by the company.

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Investor Questionnaire

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Stock Ledger

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The Stock Ledger is the official record of the stock of the corporation. It lists the names and addresses of the stockholders, the number of shares owned, the certificate numbers for their stock certificates, and the date the stock was issued. Copies of both sides of each stock certificate issued should be maintained in the Stock Ledger records. If a stock certificate is canceled or transferred, the original certificate for the shares to be cancelled or transferred should be returned to the company before new certificates are issued and the transaction should be recorded in the Stock Ledger and kept as part of the company’s books and records. Your company or your attorney would maintain the official Stock Ledger.

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Stock Ledger

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