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  Series AA Preferred Stock Financing Checklist

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Series AA Preferred Stock Financing Checklist
1.0.0  Series AA Preferred Stock Financing Checklist
Public   Published   markoblad   markoblad  (owner)
Permalink: https://valcu.co/users/markoblad/doc_templates/series-aa-preferred-stock-financing-checklist-v1_0_0
Created: March 23, 2016 10:27:07 EDT | Last modified: March 23, 2016 4:05:45 EDT
 

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Company name

Updated date


v_field_company_name
Series AA Preferred Stock Financing
Transaction Checklist
Updated v_field_updated_date

Item
Status
Notes

Term Sheet

Preliminary. Doesn’t necessarily need to be signed.

[Future extensions: ]

Due Diligence and Request List

Investor counsel to conduct legal due diligence of Company at request of Investors.

Series AA Preferred Stock Investment Agreement

To be signed by the Company, each Key Holder and each Purchaser.

Disclosure Schedules

[Included as part of Series AA Preferred Stock Investment Agreement. To be completed by Company as necessary.]

Restated Certificate of Incorporation

To be filed with the Secretary of State in Delaware.

Board Approval

Written consent must be unanimous.

Stockholder Approval

Determine the applicable thresholds to be met for approval.
[Future extensions:
approve option plan?
approve indemnification arrangements?

]

228(e) Notice

To be sent to each stockholder not signing stockholder action by written consent.

Stockholder Consent to Elect Series AA Director







Securities Law Compliance

Determine appropriate securities law compliance in each federal, state or foreign jurisdiction where the purchasers are located. E.g., Form D; 25102(f).

Option Plan Approval or Amendment

Board and Stockholder approvals of Plan, Forms, Amendment. Qualify/update plan in applicable states. Obtain updated 409A valuation.

Series AA Preferred Stock Certificates (or Notices of Uncertificated Shares).

Sign and distribute originals with return receipt. Include appropriate legends.

Collect Cancelled Promissory Notes

For shares being purchased by cancellation of indebtedness.

Waivers

If current agreements require approval or waiver (e.g., ROFR).

Stock Restriction Agreements

To impose vesting or revesting on founder shares.

Amend Bylaws

Usually not necessary. Consider if Bylaws contain conflicting provisions.

Management Rights Letters

At request of venture fund investors.

Indemnification Agreements

For directors and/or officers.

Good Standing Certificates

Order from Delaware and applicable states where Company is qualified in advance.

Wire Transfer Instructions

Provide to investors to transfer the purchase price to the Company’s bank account.

Capitalization Table

Record updated capitalization in cap table.



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Access
Public
Description
Series AA Preferred Stock Financing Checklist
Notes
None.
License
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License Detail
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Disclaimer
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