This Series Seed Preferred Stock Purchase Agreement (the “Agreement”) is made as of by and among ACME Resources LLC, a TX LLC (the “Company”), and the investors listed on the Schedule of Purchasers attached as Exhibit A (each, a “Purchaser” and collectively the “Purchasers”).
Subject to the terms of this Agreement, at the Closing the Company will issue and sell to the Purchasers, and the Purchasers will purchase, an aggregate of shares of the Company’s Series Seed Preferred Stock (the “Shares”) at a purchase price of per share, for an aggregate purchase price of . The rights, preferences, and privileges of the Series Seed Preferred Stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”).
The purchase and sale of the Shares will take place remotely via the exchange of documents and signatures on , or at such other time and place as the Company and the Purchasers agree (the “Closing”). At the Closing, the Company will deliver to each Purchaser a copy of the Company’s books reflecting the issuance of the Shares against payment of the purchase price by check, wire transfer, cancellation of indebtedness, or any combination thereof. The Company may sell additional shares of Series Seed Preferred Stock at one or more subsequent closings within days of the initial Closing on the same terms, and each such purchaser will be added to the Schedule of Purchasers.
The Company represents and warrants to each Purchaser that, except as set forth on the Disclosure Schedule: (a) it is duly organized, validly existing, and in good standing under the laws of TX; (b) it has all requisite corporate power to execute and deliver this Agreement, to sell and issue the Shares, and to carry out its provisions; (c) the Shares, when issued and paid for, will be validly issued, fully paid, and nonassessable, free of restrictions on transfer other than those under applicable securities laws; (d) the Company’s authorized and outstanding capitalization is as set forth in the Capitalization Schedule; and (e) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.
Each Purchaser, severally and not jointly, represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) it is an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act; (c) it is acquiring the Shares for its own account for investment and not with a view to distribution; (d) it can bear the economic risk of its investment and has such knowledge and experience as to be capable of evaluating the merits and risks; and (e) it understands the Shares are restricted securities that have not been registered.
Each Purchaser’s obligation to purchase Shares at the Closing is subject to: (a) the accuracy in all material respects of the Company’s representations and warranties as of the Closing; (b) the filing of the Restated Certificate with the Secretary of State of TX; (c) the Company’s performance of all covenants required to be performed on or before the Closing; (d) execution and delivery by the parties of the Investors’ Rights Agreement, the Voting Agreement, and the Right of First Refusal and Co-Sale Agreement; and (e) receipt of all material consents, permits, and waivers necessary for consummation.
The Company’s obligation to sell Shares at the Closing is subject to: (a) the accuracy of each Purchaser’s representations and warranties; (b) each Purchaser’s execution of the ancillary agreements; and (c) the Company’s receipt of the applicable purchase price.
This Agreement, together with the exhibits and the ancillary agreements, constitutes the entire agreement among the parties. It may be amended or waived only with the written consent of the Company and the holders of a majority of the Shares then outstanding. This Agreement is governed by the laws of the State of TX and may be executed in counterparts, including by electronic signature.
| Purchaser | Address / Email | Shares | Purchase Price |
|---|---|---|---|
| Total |
By: Michael Yuan
Title: General Manager
Email:
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