A序列优先股购买协议（英文版）SeriesAPreferredStockPurchaseA.docVIP

SERIES A PREFERRED STOCK PURCHASE AGREEMENT 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. TABLE OF CONTENTS Note 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. In 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) and (2) above and choose “update entire table.” Page 1. Purchase and Sale of Preferred Stock. 1 1.1. Sale and Issuance of Series A Preferred Stock. 1 1.2. Closing; Delivery. 1 1.3. Sale of Additional Shares of Preferred Stock. 2 [1.4 Use of Proceeds. 3 1.5 Defined Terms Used in this Agreement. 3 2. Representations and Warranties of the Company. 5 2.1. Organization, Good Standing, Corpor