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Preferred Stock Purchase Agreement Template

(c) the buyer can protect his interests. The purchaser states that the purchaser, because of his experience in management, activity or financing, is able to protect his own interests in the transactions provided for by this agreement and related agreements. In addition, the buyer is not aware of any advertisement related to the transactions under the agreement. 3.4 Authorization; Compelling commitments. Any corporate action of the Company, its senior executives, directors and shareholders that are necessary for the approval of this agreement and related agreements, the performance of all obligations of the Company in connection with the conclusion and agreement of the company for the conclusion and approval, sale, issuance and delivery of the shares in accordance with this agreement and the conversion shares in accordance with the Charter. The agreement and related agreements, if implemented and implemented, are valid and binding obligations of the company that can be applied under its terms, with the exception of (a) the permeability of the applicable bankruptcy, insolvency, reorganization, moratorium or general application, b) general principles of fairness that restrict the availability of appropriate remedies and (c) to the extent that the compensation provisions of the Investor Rights contract are applicable. (f) no action plan, purchase of shares, stock option or other agreement or agreement between the company and a holder of shares or rights to purchase equity securities provides for an acceleration or other change in the free movement provisions or other terms of this agreement or agreement accordingly (i) the termination of the employment relationship or advisory services (real or constructive); (ii) any merger, consolidated sale of shares or assets, changes in control or other transactions of the Company; or (iii) the appearance of another event or combination of events. 6.6 Amendment and waiver. This agreement may be amended or amended and the obligations of the company and the rights of the holders of the shares and shares of the conversion of the contract can only be revoked with the written agreement of the company and the holders of the majority of the shares purchased or acquired under (i). The company`s activities, assets, liabilities, financial position, operations or prospects; Foreign exchange restrictions on this purchase, (iii) any government or other consent that may need to be obtained, and (iv) income tax and, if applicable, any other tax implications that may be relevant to the purchase, maintenance, withdrawal, sale or transfer of the shares. The offer and sale, subscription and payment and payment of the right to sell the shares by the companies and the continuation of the economic participation of the shares do not infringe the securities in force or other laws of jurisdiction of the buyer. (h) foreign investors.

If the purchaser is not a person in the United States (within the meaning of Section 7701(a) (a) (30) of the 1986 Internal Income Code, as amended, the purchaser herebly declares that he is ruling in relation to full compliance with the laws of his jurisdiction relating to an invitation to subscribe to the shares or the use of that agreement, including (i) the legal requirements in his area of jurisdiction for the purchase of the shares, he has attacked Itself. (g) all outstanding common shares and outstanding common shares and preferred shares issued during the exercise or conversion of options, warrants or other exerciseable or convertible securities are subject to an 180-day market stop or freeze agreement no later than the company`s IPO.