securities purchase agreement

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a securities purchase agreement is an agreement for the purchase and sale of preferred stock securities to be used in connection with a private equity transaction, such as a growth equity investment in a private corporation. in connection with the filing of a registration statement, the company may require the purchaser to furnish to the company such information regarding the purchaser and the registrable securities, as the company may reasonably request in writing and as shall reasonably be required in connection with the filing of the registration statement. the purchaser is relying solely on the purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the company or any of its agents and understands that the purchaser (and not the company) shall be responsible for the purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this agreement. this agreement has been duly executed and delivered by the company, and the other transaction documents and instruments referred to herein to which it is a party will be duly executed and delivered by the company, and each such agreement constitutes or will constitute a legal, valid and binding obligation of the company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. the company is in compliance with all material terms of the material contracts, and there has not occurred any breach, violation or default or any event that, with the lapse of time, the giving of notice or the election of any person, or any combination thereof, would constitute a breach, violation or default by the company under any such material contract or, to the knowledge of the company, by any other person to any such contract except where such breach, violation or default would not have a material adverse effect. other than the placement agent, there is no investment banker, broker, finder, financial advisor or other person that has been retained by or is authorized to act on behalf of the company who might be entitled to any fee or commission in connection with the transactions contemplated by this agreement. “company intellectual property” means all intellectual property which is used in connection with, and is material to, the business of the company and all intellectual property owned by the company, provided that any intellectual property that is licensed by the company shall be included within the meaning of company intellectual property only within the scope of use by the company or in connection with the company’s business. with respect to any real property, the company is not in violation in any material respect of any of its leases. the company shall make all filings and reports relating to the offer and sale of the securities by the company, as may be required under applicable securities or “blue sky” laws of the states of the united states following the closing date. the pledge of securities shall not be deemed to be a transfer, sale or assignment of the securities hereunder, and in effecting a pledge of securities the purchasers shall not be required to provide the company with any notice thereof or otherwise make any delivery to the company pursuant to this agreement or any other transaction document. the representations and warranties of the company contained in this agreement and in any certificate, if any, or other writing, if any, delivered by the company pursuant hereto shall be true and correct on and as of the closing date with the same effect as though such representations and warranties had been made on and as of the closing date (except to the extent expressly made as of an earlier date in which case as of such earlier date). the company may treat the person in whose name any of the securities are registered on such register as the owner thereof and the company shall not be affected by any notice to the contrary. the company shall keep each registration statement effective pursuant to rule 415 at all times until the earlier of (i) the date as of which the purchasers may sell all of the registrable securities covered by such registration statement without restriction or limitation pursuant to rule 144 and without the requirement to be in compliance with rule 144(c)(1) (or any successor thereto) promulgated under the securities act or (ii) the date on which the purchasers shall have sold all of the registrable securities covered by such registration statement (the “registration period”).

it shall be a condition precedent to the obligations of the company to complete the registration pursuant to this agreement with respect to the registrable securities of a particular purchaser that the purchaser shall furnish to the company such information regarding itself, the registrable securities held by it and the intended method of disposition of the registrable securities held by it as shall be reasonably required to effect the effectiveness of the registration of such registrable securities and shall execute such documents in connection with such registration as the company may reasonably request. the liability of any purchaser for indemnification under this section 10.9 (b) in its capacity as a seller of registrable securities shall not exceed the amount of net proceeds to such purchaser of the securities sold in any such registration. if the company has one or more subsidiaries, such accounting terms shall be determined on a consolidated basis for the company and each of its subsidiaries, and the financial statements and other financial information to be furnished by the company pursuant to this agreement shall be consolidated and presented with consolidating financial statements of the company and each of its subsidiaries. “purchaser” has the meaning assigned to it in the introductory paragraph of this agreement and shall include any affiliates of the purchaser. this agreement shall not inure to the benefit of or be enforceable by any other person. the purchaser or the company may file an original counterpart or a copy of this section 14.8 with any court as written evidence of the consent of the purchaser and the company to the waiver of the right to trial by jury. if this warrant is exercised in part only, the company shall, upon surrender of this warrant, execute and deliver, within 10 days of the date of exercise, a new warrant evidencing the rights of the holder, or such other person as shall be designated in the notice of exercise, to purchase the balance of the warrant shares purchasable hereunder. in any case, the number of outstanding shares of common stock shall be determined after giving effect to the conversion or exercise of securities of the company, including this warrant, by the holder since the date as of which such number of outstanding shares of common stock was reported. (b) the holder understands and agrees that all certificates evidencing the warrant shares to be issued to the holder may bear a legend in substantially the following form; provided, that such legend shall be removed (or such warrant shares shall be issued without such legend upon exercise of this warrant) as required pursuant to section 8 of the purchase agreement: these securities have not been registered under the securities act of 1933 or any applicable state securities laws. this warrant in and of itself shall not entitle the holder to any voting rights or, except as otherwise set forth herein, other rights as a stockholder of the company. the invalidity or unenforceability of any provision of this warrant in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, or affect any other provision of this warrant, which shall remain in full force and effect. officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing warrant. i am an attorney, board member, and freelance writer with a bachelor of arts degree, magna cum laude, in film, television and theatre (“ftt”) from the university of notre dame. “contractscounsel suited my needs perfectly, and i really appreciate the work to get me a price that worked with my budget and the scope of work.”

this securities purchase agreement (this “agreement”) is dated as of november 21, “closing” means the closing of the purchase and sale of the securities a securities purchase agreement is an agreement for the purchase and sale of preferred stock securities to be used in connection with a private equity a long-form agreement for the purchase and sale of preferred stock securities to be used in connection with a private equity transaction, such as a growth, securities purchase agreement good or bad, securities purchase agreement effect on stock price, share purchase agreement, share purchase agreement, real estate contract.

the “estimated. purchase price” means an amount equal to (a) $234,000,000 (the “transaction value”), (b) plus the estimated cash amount, (c) minus the. small business lending fund – securities purchase agreement. name of company. sblf no. street address for notices. organizational form (e.g., non-stock the stock purchase agreement (“spa”) is the definitive agreement that finalizes all terms and conditions related to the purchase and sale of, buy-sell agreement.

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