An Indiana Shareholder and Corporation agreement to issue additional stock to a third party to raise capital is a legally binding document executed between a corporation incorporated in the state of Indiana and its shareholders. The purpose of this agreement is to outline the terms and conditions under which the corporation can issue additional stock to a third party in order to raise capital. The agreement typically begins with a preamble stating the names of the corporation and its shareholders, as well as the purpose of the agreement. It may also include the legal basis under which the corporation is authorized to issue additional stock, such as the Indiana Business Corporation Act. The agreement then proceeds to define key terms and provisions. This may include the definition of the "Third Party" or the entity to which additional stock will be issued. It may also define the "Consideration" or the price at which the stock will be sold to the third party. The agreement will contain provisions related to the issuance of additional stock. This includes the authorized amount of stock that can be issued, any restrictions on the issuance, and the process for issuing the stock. It may specify whether the stock will be in the form of common stock, preferred stock, or other types of securities. Furthermore, the agreement may outline any rights and privileges associated with the additional stock being issued, such as voting rights, dividend rights, or liquidation preferences. In addition, provisions regarding the conditions and restrictions on the transfer of the newly issued stock may be included. This could encompass limitations on transferring the stock to certain parties or requiring the third party to provide certain representations and warranties. The agreement may also cover the rights and remedies available to the corporation and the shareholders in the event of a breach or violation of the agreement. It may include provisions for indemnification, dispute resolution mechanisms, and governing law. Different types of Indiana Shareholder and Corporation agreements to issue additional stock to a third party to raise capital may include the following variations: 1. Common Stock Issuance Agreement: This agreement would specifically address the issuance of common stock to a third party. 2. Preferred Stock Issuance Agreement: This agreement would be tailored to the issuance of preferred stock, which often carries additional rights and privileges compared to common stock. 3. Convertible Note Agreement: In this scenario, the agreement would outline the terms under which a third party invests funds by purchasing convertible debt that can be converted into equity at a later date. It is important to note that the specific structure and content of the agreement may vary depending on the needs and requirements of the corporation and the specific provisions of the Indiana Business Corporation Act. It is always advisable to consult legal professionals familiar with Indiana corporate law when drafting or executing such agreements.