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The agreement defines parties such as the Company and Investors, the scope of the Securities including Shares, pre-funded warrants, and common warrants, and related concepts like common stock equivalents and warrants. It also clarifies operational terms (business day, closing date) and compliance/legal references, including reliance on Section 4(a)(2) and Rule 506, ERISA and the Internal Revenue Code, plus regulatory and confidentiality-related defined terms.","This model document is the work product of a national coalition of attorneys who represent investors, issuers and bank placement agents in PIPE financings. This document should be tailored to meet your specific requirements, and should not be construed as legal advice for any particular facts or circumstances.\nSECURITIES PURCHASE AGREEMENT\nThis SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of [\t\t], 20[\t], by and among [\t\t], a [Delaware corporation] (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).\nWHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act [and Rule 506 of Regulation D promulgated under the Securities Act];\nWHEREAS, the Company desires to sell to the Investors, and each Investor desires to purchase from the Company, severally and not jointly, upon the terms and subject to the conditions stated in this Agreement, (A) shares (the “Shares”) of the Company’s common stock, par value $[\t] per share (the “Common Stock”), and/or (B) pre-funded warrants to purchase shares of Common Stock  substantially in the form attached hereto as Exhibit B (the [“Pre-Funded Warrants”); and accompanying (C) warrants to purchase shares of Common Stock substantially in the form attached hereto as Exhibit [C] (the “Common Warrants, and together with the Pre-Funded Warrants, the ]  “Warrants”, together with the Shares, the “Securities”); and\nWHEREAS, contemporaneously with the sale of the Shares and the Warrants, the parties hereto will execute and deliver a Registration Rights Agreement, substantially in the form attached hereto as Exhibit [C/D], pursuant to which the Company will agree to provide certain registration rights in respect of the Shares and the Warrant Shares (as defined below) under the Securities Act and applicable state securities laws.\nNOW THEREFORE, in consideration of the mutual agreements, representations, warranties and covenants herein contained, the Company and each Investor, severally and not jointly, agree as follows:\nDefinitions\n. As used in this Agreement, the following terms shall have the following respective meanings:\n“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is controlled by or is under common control with such Person.\n“Agreement” has the meaning set forth in the recitals.\n“Amended and Restated Bylaws” means the Bylaws of the Company, as currently in effect.\n“Amended and Restated Certificate of Incorporation” means the Certificate of Incorporation of the Company, as currently in effect.\n“Benefit Plan” or “Benefit Plans” means employee benefit plans as defined in Section 3(3) of ERISA and all other employee benefit practices or arrangements, including, without limitation, any such practices or arrangements providing severance pay, sick leave, vacation pay, salary continuation for disability, retirement benefits, deferred compensation, bonus pay, incentive pay, stock options or other stock-based compensation, hospitalization insurance, medical insurance, life insurance, scholarships or tuition reimbursements, maintained by the Company or to which the Company or any of its subsidiaries is obligated to contribute for employees or former employees of the Company and its subsidiaries.\n“Board of Directors” means the board of directors of the Company.\n“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.\n“Closing” has the meaning set forth in Section 2.1.\n“Closing Date” has the meaning set forth in Section 2.1.\n“Code” means the U.S. Internal Revenue Code of 1986, as amended.\n“Com","cbCaieZ1VJrIoMIA","https://ap.wps.com/l/cbCaieZ1VJrIoMIA","docx",134734,44,"English","en",105,"# Definitions\n## Parties and Transaction Terms\n## Securities and Related Instruments\n## Legal, Regulatory and Compliance Definitions","[{\"question\":\"What is the purpose of the Definitions section in this Securities Purchase Agreement?\",\"answer\":\"It provides precise meanings for defined terms used throughout the agreement, ensuring consistent interpretation of transaction mechanics, rights, and obligations.\"},{\"question\":\"Which securities are covered by the agreement’s definitions?\",\"answer\":\"The agreement defines Shares of the Company’s common stock, pre-funded warrants, and common warrants, collectively described as the “Securities.”\"},{\"question\":\"Does the agreement rely on any securities registration exemption?\",\"answer\":\"Yes. It references the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D in the recitals.\"}]","Securities Purchase Agreement - Definitions | DOCX",1788226212,15,{"code":4,"msg":31,"data":32},"ok",{"site_id":24,"language":23,"slug":33,"title":14,"keywords":34,"description":15,"schema_data":35,"social_meta":87,"head_meta":89,"extra_data":91,"updated_unix":28},"securities-purchase-agreement-definitions","",{"@graph":36,"@context":86},[37,54,69],{"@type":38,"itemListElement":39},"BreadcrumbList",[40,44,48,51],{"item":41,"name":42,"@type":43,"position":11},"https://docshare.wps.com","Home","ListItem",{"item":45,"name":46,"@type":43,"position":47},"https://docshare.wps.com/template/","Template",2,{"item":49,"name":13,"@type":43,"position":50},"https://docshare.wps.com/template/letters/",3,{"item":52,"name":14,"@type":43,"position":53},"https://docshare.wps.com/template/securities-purchase-agreement-definitions/168156/",4,{"url":52,"name":14,"@type":55,"author":56,"headline":14,"publisher":58,"fileFormat":61,"inLanguage":23,"description":15,"dateModified":62,"datePublished":63,"encodingFormat":61,"isAccessibleForFree":64,"interactionStatistic":65},"DigitalDocument",{"name":9,"@type":57},"Person",{"url":41,"name":59,"@type":60},"DocShare","Organization","application/vnd.openxmlformats-officedocument.wordprocessingml.document","2026-09-04","2026-09-01",true,{"@type":66,"interactionType":67,"userInteractionCount":47},"InteractionCounter",{"@type":68},"ViewAction",{"@type":70,"mainEntity":71},"FAQPage",[72,78,82],{"name":73,"@type":74,"acceptedAnswer":75},"What is the purpose of the Definitions section in this Securities Purchase Agreement?","Question",{"text":76,"@type":77},"It provides precise meanings for defined terms used throughout the agreement, ensuring consistent interpretation of transaction mechanics, rights, and obligations.","Answer",{"name":79,"@type":74,"acceptedAnswer":80},"Which securities are covered by the agreement’s definitions?",{"text":81,"@type":77},"The agreement defines Shares of the Company’s common stock, pre-funded warrants, and common warrants, collectively described as the “Securities.”",{"name":83,"@type":74,"acceptedAnswer":84},"Does the agreement rely on any securities registration exemption?",{"text":85,"@type":77},"Yes. 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