In Georgia, a Shareholder and Corporation agreement refers to a contract entered into by the shareholders and the company, which outlines the terms and conditions regarding the issuance of additional stock to a third party in order to raise capital. This agreement serves as a legally binding document that governs the rights and obligations of the shareholders, the corporation, and the third party involved. When a corporation decides to issue additional stock to a third party for capital raising purposes, it typically involves certain key aspects covered in the Shareholder and Corporation agreement: 1. Number of Shares: The agreement specifies the number of shares to be issued to the third party. This number is usually determined based on the amount of capital needed and the agreed-upon valuation of each share. 2. Price or Consideration: The agreement outlines the price or other forms of consideration that the third party will contribute in exchange for the issued shares. The consideration could be cash, assets, or any other legally acceptable form. 3. Dilution of Shareholders: The agreement addresses the potential dilution of existing shareholders' ownership due to the issuance of additional shares. It may include provisions that provide preemptive rights to existing shareholders to maintain their ownership percentage by allowing them to purchase a proportionate number of new shares. 4. Voting and Dividend Rights: The agreement specifies the voting rights attached to the issued shares and whether the third party will have any entitlement to dividends or other benefits associated with the shares. 5. Transferability and Restriction: The agreement may include provisions related to the transferability of the newly issued shares, imposing certain limitations and restrictions on their sale or transfer. This helps to maintain control over the ownership structure of the corporation. In Georgia, there are no specific types of Shareholder and Corporation agreements to issue additional stock to a third party to raise capital that are mandated by law. However, different variations may exist based on the specific circumstances, needs, and preferences of the parties involved. For example, the parties may choose to include additional provisions related to information rights, board representation, or additional rights and obligations specific to the particular type of corporation or industry. It is crucial for all parties involved to carefully review and negotiate the terms of the agreement to ensure clarity, fairness, and compliance with relevant laws and regulations. Seeking advice from legal professionals familiar with Georgia corporate law is recommended to ensure the agreement accurately reflects the intentions and protects the rights of all parties involved.