A Michigan Form — Stock Purchase Agreement for Strategic Investment Made at Time of Initial Public Offering is a legal document that outlines the terms and conditions of a stock purchase agreement between a company going public and a strategic investor. It is a crucial agreement executed at the time of the company's initial public offering (IPO), where a specific type of stock is offered for purchase by the investor. In Michigan, there may be variations of the Form — Stock Purchase Agreement for Strategic Investment Made at Time of Initial Public Offering based on the specific terms negotiated between the parties involved. These may include: 1. Michigan Form — Stock Purchase Agreement for Strategic Investment with Warrant Option: This type of agreement provides the strategic investor with the option to purchase additional shares of stock at a predetermined price within a specified period after the IPO. 2. Michigan Form — Stock Purchase Agreement for Strategic Investment with Convertible Preferred Stock: Here, the strategic investor purchases convertible preferred stock to common stock. This allows the investor to convert their preferred shares into common shares at a predetermined conversion ratio. 3. Michigan Form — Stock Purchase Agreement for Strategic Investment with Anti-Dilution Provision: This agreement includes provisions to protect the strategic investor from future dilution of their ownership stake in the company. It ensures that if the company issues additional stock at a lower price in the future, the investor's ownership percentage remains intact. 4. Michigan Form — Stock Purchase Agreement for Strategic Investment with Board Representation: This variation may grant the strategic investor the right to appoint a representative to the company's board of directors. This provision allows the investor to actively participate in the decision-making process and have a say in the company's strategic direction. The Michigan Form — Stock Purchase Agreement for Strategic Investment Made at Time of Initial Public Offering typically contains the following key components: 1. Identification of the involved parties: The agreement clearly states the names and details of the company and the strategic investor. 2. Purchase details: It outlines the number of shares or preferred stock being purchased, the purchase price per share, and the total investment amount. 3. Representations and warranties: Both parties make representations and warranties concerning their authority to enter into the agreement and the accuracy of the information provided. 4. Conditions precedent: This section specifies the conditions that must be met before the agreement becomes effective, such as regulatory approvals or other contractual obligations. 5. Governance matters: If applicable, provisions regarding board representation, voting rights, and information rights may be included. 6. Confidentiality and non-disclosure: To protect sensitive information, the agreement may contain clauses outlining the obligations of both parties to maintain confidentiality. 7. Indemnification: This section lays out the responsibilities of each party for any damages, losses, or liabilities arising from breaches or misrepresentations. 8. Termination provisions: The agreement may include conditions under which either party can terminate the agreement before its completion. It is essential to consult with legal professionals familiar with Michigan securities regulations and corporate law to ensure compliance and tailor the agreement to the specific needs of the company and investor.