Series A Convertible Preferred Stock Purchase Agreement Sample Contracts

Harmony Merger Corp. – Series a Convertible Preferred Stock Purchase Agreement (August 13th, 2018)

This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of August 3, 2018, is entered into by and between NextDecade Corporation, a Delaware corporation ("NextDecade" or the "Company") and York Capital Management Global Advisors, LLC, severally on behalf of certain funds or accounts advised by it or its Affiliates (the "Purchaser"). Each of NextDecade and the Purchaser are referred to herein as a "Party" and collectively as the "Parties." Certain defined terms used but not defined herein shall have the meaning ascribed to such terms in the Backstop Agreement (defined below).

Harmony Merger Corp. – Series a Convertible Preferred Stock Purchase Agreement (August 7th, 2018)

This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of August 3, 2018, is entered into by and between NextDecade Corporation, a Delaware corporation ("NextDecade" or the "Company") and Halcyon Capital Management LP, severally on behalf of certain funds or accounts advised by it or its Affiliates (the "Purchaser"). Each of NextDecade and the Purchaser are referred to herein as a "Party" and collectively as the "Parties." Certain defined terms used but not defined herein shall have the meaning ascribed to such terms in the Backstop Agreement (defined below).

Harmony Merger Corp. – Series a Convertible Preferred Stock Purchase Agreement (August 7th, 2018)

This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of August 3, 2018, is entered into by and between NextDecade Corporation, a Delaware corporation ("NextDecade" or the "Company"), and HGC NEXT INV LLC, a Delaware limited liability company (the "Purchaser"). Each of NextDecade and the Purchaser are referred to herein as a "Party" and collectively as the "Parties."

Harmony Merger Corp. – Series a Convertible Preferred Stock Purchase Agreement (August 7th, 2018)

This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of August 3, 2018, is entered into by and between NextDecade Corporation, a Delaware corporation ("NextDecade" or the "Company") and York Capital Management Global Advisors, LLC, severally on behalf of certain funds or accounts advised by it or its Affiliates (the "Purchaser"). Each of NextDecade and the Purchaser are referred to herein as a "Party" and collectively as the "Parties." Certain defined terms used but not defined herein shall have the meaning ascribed to such terms in the Backstop Agreement (defined below).

Harmony Merger Corp. – Series a Convertible Preferred Stock Purchase Agreement (August 7th, 2018)

This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of August 3, 2018, is entered into by and between NextDecade Corporation, a Delaware corporation ("NextDecade" or the "Company") and Valinor

Solazyme Inc – AMENDMENT NO. 1 TO Series a Convertible Preferred Stock Purchase Agreement March 14, 2016 (May 6th, 2016)

This Amendment No. 1 (this "Amendment") to that certain Series A Convertible Preferred Stock Purchase Agreement, dated March 10, 2016 (the "Agreement"), by and among Solazyme, Inc., a Delaware corporation (the "Company"), and each of those persons and entities whose names are set forth on Schedule A to the SPA (collectively, the "Purchasers," and, together with the Company, the "Parties"), is entered into as of the date first written above. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

U.S. Energy Corp. – Series a Convertible Preferred Stock Purchase Agreement (February 12th, 2016)

THIS SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), dated and effective as of February 11, 2016 (the "Effective Date"), is entered into by and between U.S. Energy Corp., a Wyoming corporation (the "Company"), and Mt. Emmons Mining Company, a Delaware corporation ("Purchaser"). The Company and Purchaser are hereinafter at times referred to individually as a "Party" and collectively as the "Parties."

FLASR, Inc. – Flasr, Inc. Series a Convertible Preferred Stock Purchase Agreement (November 27th, 2015)

This Series A Convertible Preferred Stock Purchase Agreement (this "Agreement") is made as of November 19, 2015 (the "Effective Date") by and between Flasr, Inc., a Nevada corporation (the "Company"), and Everett M. Dickson (the "Purchaser").

DigiPath,Inc. – Digipath, Inc. Series a Convertible Preferred Stock Purchase Agreement (April 10th, 2014)

THIS SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), is made as of April 9, 2014 (the "Effective Date"), by and among DigiPath, Inc., a Nevada corporation, (the "Company"), and the undersigned investor listed on the signature page and on Exhibit A attached hereto (the "Investor").

SERIES a CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT by and Between OPTIMER PHARMACEUTICALS, INC. And CUBIST PHARMACEUTICALS, INC. (September 17th, 2013)

This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, dated as of September 16, 2013 (this Agreement), is by and between OPTIMER PHARMACEUTICALS, INC., a Delaware corporation (Optimer), and CUBIST PHARMACEUTICALS, INC., a Delaware corporation (Purchaser).

SERIES a CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT by and Between OPTIMER PHARMACEUTICALS, INC. And CUBIST PHARMACEUTICALS, INC. (September 16th, 2013)

This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, dated as of September 16, 2013 (this Agreement), is by and between OPTIMER PHARMACEUTICALS, INC., a Delaware corporation (Optimer), and CUBIST PHARMACEUTICALS, INC., a Delaware corporation (Purchaser).

Exhibit B to Series a Convertible Preferred Stock Purchase Agreement REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (This "Agreement") Is Made and Entered Into as of [*], 2013, by and Between Magellan Petroleum Corporation, a Delaware Corporation (The "Corporation") and One Stone Holdings II LP, a Delaware Limited Partnership (The "Purchaser"). The Corporation and the Purchaser Are Referred to Collectively Herein as the "Parties." WHEREAS, Pursuant to the Series a Convertible Preferred Stock Purchase Agreement, Dated as of May 10, 2013, by and Between the Corporation and the (May 13th, 2013)
Exhibit a to Series a Convertible Preferred Stock Purchase Agreement CERTIFICATE OF DESIGNATIONS OF SERIES a CONVERTIBLE PREFERRED STOCK OF MAGELLAN PETROLEUM CORPORATION MAGELLAN PETROLEUM CORPORATION, a Delaware Corporation, Certifies That Pursuant to the Authority Contained in Article Fourth of Its Restated Certificate of Incorporation, as Amended From Time to Time Prior to the Date Hereof, and in Accordance With the Provisions of Section 151 of the General Corporation Law of the State of Delaware, Its Board of Directors Duly Approved and Adopted on May 9, 2013 the Following Resolution, Whi (May 13th, 2013)
TWO RIVERS WATER & FARMING Co – Dionisio Farms & Produce, Inc. Series a Convertible Preferred Stock Purchase Agreement (March 25th, 2013)
TWO RIVERS WATER & FARMING Co – Dionisio Farms & Produce, Inc. Series a Convertible Preferred Stock Purchase Agreement (February 13th, 2013)

This Series A Convertible Preferred Stock Purchase Agreement (this "Purchase Agreement") is made as of ___________ __, 2013, by and among Dionisio Farms & Produce, Inc., a Colorado corporation (the "Company"), Two Rivers Water Company, a Colorado corporation ("Two Rivers" or "Parent") and [______________] ("Investor" and/or "Shareholder"), who resides at ______________________________.

Poniard Pharmaecuticals, Inc. – Series a Convertible Preferred Stock Purchase Agreement (September 6th, 2011)

This Series A Convertible Preferred Stock Purchase Agreement dated as of October 19, 2005 (the Agreement) by and among Allozyne, Inc., a Delaware corporation (the Company), the Institute for Systems Biology, a Washington non-profit corporation (ISB), ISB Accelerator Corporation, a Delaware corporation (Accelerator), Deepshikha Datta, an individual (Datta), William A. Goddard, an individual (Goddard), and David Tirrell, an individual (Tirrell; Datta, Goddard, and Tirrell are each referred to as a Founder and collectively as the Founders), and the several purchasers named in the attached Schedule I (individually a Purchaser and collectively the Purchasers; the Purchasers, ISB and Accelerator are each individually an Investor and collectively the Investors):

Options Media Group Holdings, Inc. – Series a Convertible Preferred Stock Purchase Agreement (August 22nd, 2011)

This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of June __, 2011 by and among Options Media Group Holdings, Inc., a Nevada corporation (the "Company"), and each of the purchasers of shares of Series A Convertible Preferred Stock of the Company identified on the signature pages hereto (individually, a "Purchaser" and collectively, the "Purchasers").

SilverSun Technologies, Inc. – SERIES a CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Private and Confidential (May 12th, 2011)

THIS SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement"), made as of the last date executed below (the "Effective Date"), by and among Trey Resources, Inc. a Delaware corporation with a principal address of 5 Regent Street, Suite 520, Livingston New Jersey 07039 ("the "Company"), and, an individual with an address of ("Buyer"). Each of the Company and Buyer is a "Party" and together, are the "Parties."

Series a Convertible Preferred Stock Purchase Agreement (January 4th, 2011)

No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sales of the Purchased Shares. Assuming the accuracy of the representations and warranties of the Purchasers, no registration of the Purchased Shares, pursuant to the provisions of the Act or any state securities or "blue sky" laws, will be required by the offer, sale or issuance of the Purchased Shares.

Series a Convertible Preferred Stock Purchase Agreement (November 8th, 2010)

This Series A Preferred Stock Purchase Agreement (this "Agreement") is made and entered into effective as of the 4th day of November, 2010 (the "Effective Date") by and between I-Web Media, Inc., a Delaware corporation (the "Company"), and Rockland Group, LLC, a Texas limited liability company ("Purchaser"). The Company and Purchaser shall each be referred to as a "Party" and collectively as the "Parties."

Alon USA – Form of Series a Convertible Preferred Stock Purchase Agreement (October 22nd, 2010)

THIS SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this Agreement) is made as of the ____ day of _______, 2010 (the Closing Date) by and between Alon USA Energy, Inc., a Delaware corporation (the Company), and _________________________, a _____________________ (the Purchaser).

CURAXIS PHARMACEUTICAL Corp – Series a Convertible Preferred Stock Purchase Agreement (October 1st, 2010)

This Series A Convertible Preferred Stock Purchase Agreement, dated as of the 30th day of September, 2010 (this "Agreement"), by and between Curaxis Pharmaceutical Corporation, a Nevada corporation (the "Company") and C P Acquisition Partners LP (the "Purchaser"). The Company and the Purchaser are individually referred to herein as a "Party" and collectively, as the "Parties."

Gulfstream Intl Group Inc – Series a Convertible Preferred Stock Purchase Agreement (April 5th, 2010)

THIS SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of March 31, 20010 by and among Gulfstream International Group, Inc., a Delaware corporation (the "Company"), and each of the Purchasers of shares of Series A Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a "Purchaser" and collectively, the "Purchasers").

PURCHASE AGREEMENT GEOEYE, INC. Series a Convertible Preferred Stock Purchase Agreement (March 26th, 2010)

GeoEye, Inc., a Delaware corporation (the Company), proposes to issue and sell to Cerberus Satellite LLC (the Purchaser) 115,000 (or, if the EnhancedView Imagery Acquisition Contract is awarded to the Company on a Non-Conforming Basis, 80,000) aggregate number of shares of its Series A Convertible Preferred Stock (the Securities) with an initial liquidation preference of $1,000 per share and an initial Conversion Price of $30.00 (provided that in the event that the EnhancedView Imagery Acquisition Contract has not been awarded to the Company in a definitive, final decision for which the GAO bid protest period has expired and is not in full force and effect (such date the Initial Award Date) on or prior to June 30, 2010, then the Conversion Price shall decrease by 0.5% for each month (prorated for partial months) between July 1, 2010 and the earlier of (x) September 30, 2010 and (y) the Initial Award Date) at a price equal to 97.5% of the aggregate initial liquidation preference of the

ActiveCare – Series a Convertible Preferred Stock Purchase Agreement (September 11th, 2009)
Xyz88888888888888888 – Series a Convertible Preferred Stock Purchase Agreement (March 16th, 2009)

This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), is made as of _________________, 2009, by and among EnterConnect Inc., a Nevada corporation, with headquarters located at 100 Century Center Court, Suite 650, San Jose, California 95112-4537 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers"), with reference to the following facts:

Glowpoint Inc – SERIES a CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of November 25, 2008 by and Among GLOWPOINT, INC. And THE PURCHASERS LISTED ON EXHIBIT A (November 26th, 2008)
Wuhan General Group [China] – First Amendment to Series a Convertible Preferred Stock Purchase Agreement (June 4th, 2008)

THIS FIRST AMENDMENT TO SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "First Amendment"), effective as of May 19, 2008, by and among Wuhan General Group (China), Inc. (the "Company") and the Purchasers who submit a signature page hereto, amends that certain Series A Convertible Preferred Stock Purchase Agreement, dated as of February 7, 2007, by and among the Company and each of the persons named on Exhibit A thereto (the "Original Agreement", together with this First Amendment, the "Purchase Agreement"). Capitalized terms used in this First Amendment and not defined herein shall have the meanings ascribed to them in the Original Agreement.

Invictus Financial Inc. – Stockgroup Information Systems, Inc. Series a Convertible Preferred Stock Purchase Agreement April 30, 2008 (May 7th, 2008)

THIS STOCK PURCHASE AGREEMENT is made as of the 30th day of April, 2008, by and among Stockgroup Information Systems, Inc., a Colorado corporation (the "Company"), and the investors listed on Schedule A hereto, (each of which is herein referred to as an "Investor").

City Loan Inc. – Series a Convertible Preferred Stock Purchase Agreement (April 18th, 2008)

THIS SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into as of April 14, 2008, by and among Title America Corp., a Nevada corporation (the Purchaser), Enigma Software Group, Inc., a Delaware corporation (the Company) and the shareholders of the Company listed on Schedule 1 attached hereto (who shall execute this Agreement and who are collectively referred to as the Sellers).

Challenger Powerboats, Inc. – Series a Convertible Preferred Stock Purchase Agreement (April 15th, 2008)

THIS SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into as of January 9, 2008, by and among Challenger Powerboats, Inc., a Nevada corporation, and its subsidiaries, successors in interest to Challenger Powerboats, Inc. and its subsidiaries (collectively, the Company), and the investors listed on Schedule 1 attached hereto (who shall execute this Agreement and who are collectively referred to as the Investors).

Blue Holdings Inc – Blue Holdings, Inc. Series a Convertible Preferred Stock Purchase Agreement (November 15th, 2007)

THIS SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), is made as of November 13, 2007 (the "Effective Date"), by and among Blue Holdings, Inc., a Nevada corporation, (the "Company"), and each of the undersigned investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an "Investor," and collectively, the "Investors").

China Integrated Energy Inc – SERIES a CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of October 23, 2007 Among INTERNATIONAL IMAGING SYSTEMS, INC. And THE PURCHASERS LISTED ON EXHIBIT A (October 29th, 2007)

This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of October 23, 2007 by and among International Imaging Systems, Inc., a Delaware corporation(the "Company"), and each of the Purchasers of shares of Series A Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a "Purchaser" and collectively, the "Purchasers").

Yanglin Soybean, Inc. – SERIES a CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of October 3, 2007 Among VICTORY DIVIDE MINING COMPANY and THE PURCHASERS LISTED ON EXHIBIT A (October 10th, 2007)

This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement"), is dated as of October 3, 2007 by and among Victory Divide Mining Company, a Nevada corporation (the "Company"), and each of the Purchasers of shares of Series A Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a "Purchaser" and collectively, the "Purchasers").

Pcc Group Inc – SERIES a CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of May 3, 2007 Among ADVANCED GROWING SYSTEMS, INC. And THE PURCHASERS LISTED ON EXHIBIT A (July 10th, 2007)

This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the Agreement) is dated as of May 3, 2007 by and among Advanced Growing Systems, Inc., a Nevada corporation (the Company), and each of the Purchasers of shares of Series A Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a Purchaser and collectively, the Purchasers).