This template is a purchase agreement used for purchasing newly issued preferred shares from an issuer corporation. The preferred shares are also convertible into shares of common stock in the corporation. This template includes practical guidance and drafting notes. The securities sold under this agreement are not registered under the Securities Act of 1933, as amended (Securities Act), and are sold in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D. Accordingly, both the preferred stock and common stock described in this template are restricted securities (i.e., they are not freely transferable under securities laws). However the common stock is subject to a separate registration rights agreement (an agreement that gives the purchaser the right to request that the corporation register the resale of the stock under the Securities Act), a common arrangement that allows the shares to be resold in the future if ...