What do definitive agreements for a Series A financing look like?

A traditional Series A financing will contain the following documents:

1. Certificate of Incorporation:
   This document is filed with the state in which the company is incorporated and essentially is the “constitution” of the company. It contains the authorized share classes and amounts, along with the various rights and preferences applicable to each, including liquidation, dividend, and anti-dilution rights, and preferred stock protective provisions, among other matters.
2. Preferred Stock Purchase Agreement:
   The preferred stock purchase agreement affects the actual issuance of the preferred stock and contains the representations and warranties of both the company and the investors. It also sets forth any conditions to closing of the financing.
3. Investor Rights Agreement:
   This agreement generally contains the registration, information, and preemptive rights—sometimes referred to as “pro rata rights” or “rights of first offer”—applicable to the preferred stock. It may also include additional covenants that outline which particular actions the company can do or not do without the approval of the board or the preferred stock.
4. Voting Agreement:
   The voting agreement sets out the composition of the board and the investors’ rights to appoint directors, if any. If the company’s term sheet contains “drag-along” rights, those would also be included in this document.
5. Right of First Refusal and Co-Sale Agreement:
   This document outlines the restrictions on transfer of the founders’—and in some cases, investor and other parties’—stock and the process for the company and the investors’ rights of first refusal and co-sale with respect to proposed sales of such stock.

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