The Franklin Ohio Series Seed Preferred Stock Purchase Agreement is a legal contract commonly used in venture capital transactions. It governs the purchase of preferred stock by investors from a startup company based in Franklin, Ohio. This agreement outlines the terms and conditions of the investment and ensures that both parties are protected throughout the process. The Franklin Ohio Series Seed Preferred Stock Purchase Agreement serves as a crucial document that regulates the rights and obligations of the investor and the company. It covers various aspects of the investment, including the purchase price, the number of shares being purchased, and any accompanying privileges or restrictions associated with the preferred stock. Some key components often found within the Franklin Ohio Series Seed Preferred Stock Purchase Agreement include: 1. Purchase Price: This section details the agreed-upon amount that the investor will pay per share of preferred stock. It may also outline any discounts or premiums applied to the purchase price. 2. Voting Rights: The agreement specifies the voting rights of the preferred stockholders, including matters requiring their approval and any limitations on their voting power. 3. Liquidation Preference: This clause addresses the priority of payment to preferred stockholders in the event of a liquidation or sale of the company. It outlines the order in which investors will be compensated and the multiples of their original investment they are entitled to receive. 4. Conversion Rights: The agreement may grant the preferred stockholders the option to convert their preferred shares into common shares at a predetermined conversion ratio. This allows the investor to participate in any future upside potential of the company. 5. Anti-Dilution Protections: This section safeguards the preferred stockholders' ownership percentage in case of future issuance of stock at a lower price. It may include provisions such as full-ratchet or weighted-average anti-dilution protection. 6. Lock-Up Period: The agreement might include a lock-up period during which the investor is restricted from selling their shares. This ensures a certain level of stability and commitment from the investor. 7. Governing Law and Jurisdiction: This articulates the state law governing the agreement and the designated jurisdiction for resolving disputes, usually focused on Franklin, Ohio. While the Franklin Ohio Series Seed Preferred Stock Purchase Agreement may have different variations depending on specific negotiations and circumstances, these are some general terms and conditions that are often covered in such agreements. It is essential for both parties to thoroughly review and understand the agreement to protect their rights and interests effectively.