Fill and Sign the Venture Capital Package Form

© 2016 - U.S. Legal Forms, Inc. VENTURE CAPITAL PACKAGE Control Number: US-AB10-PKG TABLE OF CONTENTS I. Form List with Descriptions II. Descriptions of Forms III. Disclaimer I. FORM LIST Included in your package are the following forms: 1. Restated Certificate of Incorporation 2. Due Diligence Checklist 3. Investor Rights Agreement 4. Standard Term Sheet 5. Series A Preferred Stock Purchase Agreement 6. Investor Stock Purchase Agreement 7. Right of First Refusal and Co-Sale Agreement 8. Voting Agreement Among Stockholders to Elect Directors 9. Bridge Financing Promissory Note 10. Term Sheet for Venture Capital Investment 11. Common Stock Purchase Warrant II. DESCRIPTIONS OF FORMS Brief descriptions of the forms contained in your Venture Capital Package are found below. Restated Certificate of Incorporation – This form amends and restates the original certificate of incorporation. A certificate of incorporation is a legal document relating to the formation of a company or corporation. Due Diligence Checklist - This form is used in connection with a due diligence investigation of a company. It is a request for documents and information from a company in connection with a legal due diligence investigation for a venture capital investment. Investor Rights Agreement - This is an Investor Rights Agreement between the purchasers of preferred stock and the corporation issuing the stock. It contains restrictions on transfer, obligations of the company, indemnification clauses, covenants, and other applicable provisions of such an agreement. Standard Term Sheet - A term sheet lists terms in a proposed business deal in bullet-point or similar format. A term sheet may be a proposal, not an agreed-to document. It is used as a guide in the preparation of a proposed final agreement. It is similar to a letter of intent, which has a similar purpose but is written in a more formal letter format, rather than a bulleted list to state the intentions of the parties. Series A Preferred Stock Purchase Agreement - This is a Preferred Stock Purchase Agreement between a startup company and venture capital investors. This form is oriented for companies and contains the agreement to sell and purchase, the closing, delivery and payment options, representations and warranties, and the schedule of purchasers, among other things. Investor Stock Purchase Agreement - This is a Preferred Stock Purchase Agreement between a startup company and venture capital investors. This form is oriented for investors and contains the agreement to sell and purchase, the closing, delivery and payment options, representations and warranties, and the schedule of purchasers, among other things. Right of First Refusal and Co-Sale Agreement - This is a "Right of First Refusal and Co-Sale Agreement." It is entered into by the corporation and the purchasers of preferred stock. It gives the company and the purchasers of preferred stock certain rights of refusal and options upon the transfer of stock. Voting Agreement Among Stockholders to Elect Directors – A Stockholder Voting Agreement is a contract among stockholders of a corporation relating to the voting of shares. The stockholder voting agreement typically covers how members of the Board of Directors are to be elected and sometimes covers major corporate events such as mergers and acquisitions. Bridge Financing Promissory Note - This document is for use in a bridge financing in which the bridge investors are loaning money to the company on a loan basis, rather than on a repayment on demand basis. The form of the note can be changed to be secured or unsecured, and the optional provisions for security are included in the form. Term Sheet for Venture Capital Investmen t - This term sheet summarizes the principal terms typically included in a venture capital financing. It is used as a guide in the preparation of a proposed final agreement. It is similar to a letter of intent, which has a similar purpose but is written in a more formal letter format, rather than a bulleted list to state the intentions of the parties. Common Stock Purchase Warrant - This is a form of Warrant to purchase shares of common stock in a corporation. It is a type of security issued by a corporation (usually together with a bond or preferred stock) that gives the holder the right to purchase a certain amount of common stock at a stated price. III. DISCLAIMER All information and forms are subject to this Disclaimer: All forms in this package are provided without any warranty, express or implied, as to their legal effect and completeness. Please use at your own risk. If you have a serious legal problem, we suggest that you consult an attorney in your state. U.S. Legal Forms, Inc. does not provide legal advice. The products offered by U.S. Legal Forms (USLF) are not a substitute for the advice of an attorney. THESE MATERIALS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U.S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.