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What are the key provisions to include in a Common Stock Purchase Agreement?

View Darryl S.
5.0 (135)

Investments

Common Stock Purchase Agreement

Texas

I am in the process of negotiating a Common Stock Purchase Agreement with a potential investor for my startup, and I would like to understand the essential provisions that should be included in the agreement to protect both parties' interests, such as the purchase price, number of shares, representations and warranties, conditions precedent, and any restrictions on transferability or voting rights.

Darryl S.

Answered Jun 6, 2025

The specific terms (such as whether to give any voting or veto rights for example) will depend on factors like your company's stage, the investor's sophistication level, and the investment amount or percentage of the company the investor is acquiring. Consider having experienced counsel review the agreement, as the long-term implications of certain provisions can significantly impact your company's future governance, ability to raise funds and options to bring on other investors or key employees. Early stage companies often have significant restrictions on transferability of the stock, a ROFR clause and claw-back options. The provisions you mention are also required as they are core to the business terms. Hope this is helpful. The classic lawyer answer is "It depends" and that is true here.

Stock purchase agreement and termination rights?

5.0 (18)

Investments

Stock Purchase Agreement

Washington

I am currently a shareholder in a startup company and I am looking to purchase additional stock in the company. I am concerned about the termination rights associated with the stock purchase agreement, as I want to ensure that I am protected in the event of a dispute or termination of the agreement. I am looking for advice from a lawyer to ensure that my rights and interests are protected.

Merry K.

Answered Aug 29, 2023

You can submit a request for a review through ContractsCounsel and WA State attorneys will bid on your job. You can also find WA State attorneys through wsba.org. I'm not able to review this kind of agreement myself, but my words of advice are to not put all your investment eggs in one basket - diversify your investments into real estate, stable and secure stock, etc. Too many people put all their money into the company they work for, and lose everything when their company goes bankrupt.

When to use a SAFE Note?

View Thomas L.
5.0 (1)

Investments

SAFE Note

Connecticut

I am a small business owner looking to raise funds for my business. I have been exploring different financing options, and I have recently come across SAFE Notes. I'm not sure when to use a SAFE Note, and how it could benefit my business. I am hoping to learn more about how SAFE Notes work and when they should be used.

Thomas L.

Answered Aug 15, 2023

SAFEs are used by growth capital technology startups who are planning to sell multiple rounds of preferred stock to investors. A SAFE is a stock warrant, meaning, the pre-purchase of a later issuance of stock. If you are planning to sell multiple rounds of preferred stock to investors, then a SAFE is a quick way to raise smaller amounts of capital in advance of selling a big preferred stock round.

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