A Lima Arizona Sample Common Stock Purchase Agreement is a legally binding document that outlines the terms and conditions of a stock purchase between the parties involved, namely Immunomedics, Aries Domestic Fund, Aries Master Fund, et al. This agreement serves as a contractual commitment and defines the rights and obligations of the parties involved. It encompasses several key aspects and can vary depending on the specific types of agreements, including: 1. Simple Common Stock Purchase Agreement: This type of agreement outlines the basic terms and conditions, including the number of shares, purchase price, payment terms, representations and warranties of the seller, and any relevant conditions precedent or subsequent. 2. Preferred Stock Purchase Agreement: If the stock being purchased is preferred stock, this agreement will specifically address the unique rights and privileges associated with such stock, such as dividend preferences, liquidation preferences, conversion rights, and voting rights. 3. Restricted Stock Purchase Agreement: In cases where the stock being purchased is restricted stock, this agreement stipulates the restrictions and limitations on the transferability of the stock, including any lock-up periods or specific conditions that must be met before the stock can be sold or transferred. 4. Stock Subscription Agreement: This variant of the stock purchase agreement is typically used in private placements or initial public offerings (IPOs), where investors subscribe to purchase shares of common stock at a specified price and within a defined timeframe. Key terms consistently featured in different types of Lima Arizona Sample Common Stock Purchase Agreements include: — Purchase Price: The agreed-upon price at which the stock will be purchased. — Closing Date: The date on which the transaction is completed, and the stock is transferred. — Representations and Warranties: Statements made by the seller regarding the accuracy of information, legal ownership of the stock, absence of encumbrances, and compliance with laws and regulations. — Covenants: Agreed-upon actions or restrictions that the parties must adhere to before or after the closing. — Indemnification: The process through which one party agrees to compensate the other for any losses or damages incurred due to breaches of the agreement or misrepresentations. — Governing Law and Jurisdiction: The jurisdiction and legal framework under which any disputes arising from the agreement will be resolved. It is important to note that the specific terms and conditions of any Lima Arizona Sample Common Stock Purchase Agreement may vary depending on the negotiation and agreement between the parties involved and should be customized to suit their particular circumstances and needs.