Private Equity and Venture Capital Legal Forms

There are 193 private equity and venture capital legal forms contained within The Encyclopedia of Private Equity and Venture Capital. These forms include hideable expert commentary and may be viewed online or downloaded in Microsoft Word (.doc) format. A star () denotes premium content available to encyclopedia subscribers only. Please what you think of our new forms!

Complimentary Forms

• Fairness Opinion

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Premium Forms

• Accountants' Letter
• Action By Consent Of Stockholders Anticipating IPO
• Advisory Board: Member Agreement Form
• Agency Agreement: Asset Sale (Private)
• Agreement And Plan Of Merger: Reverse Triangular Merger
• Agreement Between The Fund and the Management Company
• Agreement Of General Partnership (General Partner)
• Agreement of Indemnification of Directors and Officers (Model)
• Agreement Of Limited Partnership (Investor Partnership)
• Agreement to Lockup (Model)
• Agreement To Purchase 100% Of Target Stock
• Agreement to Remit Portfolio Company Compensation to the Management Company
• Alternative Term Sheet B Round (Cram Down Features)
• Amended And Restated Certificate Of Incorporation - (NVCA - Sample Legal Package)
• Application To Register In New York
• Board of Advisors Agreement: (Scientific and Clinical)
• Bridge Financing Term Sheet: Convertible Note with Warrants
• Bridge Note--Subordinated Convertible Promissory Note (Non-recourse)
• Bridge Note; LLC Version
• Bring Down Certificate - Equity Finance
• Business Plan For Acme Corporation
• Buy-Sell Agreement
• ByLaws (Sample Form)
• Certificate of Designation (Series A Convertible Preferred) (Model)
• Certificate of Incorporation (Delaware)
• Certificate of Incorporation (Model)
• Co-Investment Rights for LP's: Sample Side Letter
• Common Stock Subscription Agreement (Short Form)
• Common Stock Warrant (Alternate Version)
• Common Stock Warrant (Model)
• Common Stock Warrant: Private Company; Issuer Favorable (Short Form)
• Company Valuation Model
• Confidentiality Agreement (Short Form)
• Confidentiality And Non-Competition Agreement (Model)
• Consulting Agreement--Independent Contractor for BioTech Startup (Short Term, High Level Executive)
• Convertible Bridge Note ('Next Round' Pricing) (Model)
• Convertible Note - Subscription Agreement
• Convertible Note - Summary of Terms
• Convertible Note Term Sheet (Next Round Pricing)
• Convertible Preferred Stock Purchase Agreement
• Convertible Promissory Note
• Convertible Promissory Note (Short Form)
• Copyright License Agreement
• Directors and Officers Questionnaire (Model)
• Due Diligence Checklist
• Due Diligence Checklist (West Coast Version)
• Due Diligence Guidelines (IPO) (Model)
• Employee Compensation: Commission Only Salesman
• Employee NDA (Noncompetition, Confidentiality, Inventions)
• Employment And Stock Purchase Agreement (Model)
• Exclusive Dealing Provisions
• First Refusal Agreement (Model)
• Forbearance Agreement
• Form of Guaranty
• Founders Representation Letter
• General Partner: LLC Agreement
• Incentive Stock Option Agreement (Alternate Version)
• Indemnification Trust Agreement (Model)
• Initial Investment Bank Agreements
• Intellectual Property License Agreements: Development and License Agreement
• Lender Agreements - Model Term Loan Security and Intercreditor Agreement
• Limited Liability Company Agreement (Model)
• Limited Liability Company Agreement (the Management Company)
• Limited Partner Subscription Agreement
• LLC Operating Agreement (Delaware) (Long Form)
• LLC Operating Agreement (Delaware) (Short Form)
• Management Agreement Direct to GP
• Management Agreement Pass Through for Fund Partnership Agreements
• Memorandum Regarding Procedures For Offering And Sale Of Shares
• Model [Senior Secured] Term Loan Agreement
• Model Agreement and Plan of Merger
• Model Asset-Based Revolving Credit Agreement
• Model Certificate of Formation
• Model Confidentiality Agreement: Strong Form
• Model Credit Agreement
• Model Equity Commitment Letter
• Model Form of Guaranty of Clawback by Individual GP Members
• Model Forward Underwriting Commitment Letter
• Model Guarantor Resolutions
• Model Indemnification Agreement (Compact Model Form)
• Model Indemnification Agreement 2008
• Model Indenture Note
• Model Industry Sponsored Research Agreement
• Model Intercreditor Agreement
• Model Investment Bank Fairness Opinion
• Model Letter of Intent
• Model Limited Partnership Agreement: Administrative Provisions
• Model Limited Partnership Agreement: Capitalization
• Model Limited Partnership Agreement: Definitions
• Model Limited Partnership Agreement: Dissolution and Liquidation
• Model Limited Partnership Agreement: Distributions
• Model Limited Partnership Agreement: Formation
• Model Limited Partnership Agreement: Front End Loaded: Allocations and Distributions Deal-by-Deal
• Model Limited Partnership Agreement: General Provisions
• Model Limited Partnership Agreement: Liability and Indemnification
• Model Limited Partnership Agreement: Miscellaneous Tax And Regulatory Compliance Provisions
• Model Limited Partnership Agreement: Transfers and Withdrawals
• Model LLC Agreement for Advisers Fund
• Model LLC Agreement: Long Form
• Model M&A Agreement: LLC Acquired by a SPAC
• Model Management Rights Letter
• Model Memorandum Regarding the Procedures for Offering and Sale of Shares in NEWCO, Inc.
• Model NDA a Reluctant VC Fund May Sign Before the Term Sheet is Finalized
• Model Note Purchase Agreement
• Model OEM Purchase Agreement
• Model Participation Agreement
• Model Patent Security Agreement
• Model Placement Agent Agreement
• Model Pledge and Security Agreement
• Model Private Placement Memorandum
• Model Promissory Note
• Model Questionnaire for Public Company Managers to Complete When a Director is Nominated
• Model Resolutions Of The Board Of Target, Inc.
• Model Rights Agreements and Resolutions - Model Registration Rights Agreement
• Model Senior Indenture Agreement
• Model Senior Secured Floating Rate Notes
• Model Senior Subordinated Note Indenture
• Model Side Letter with State Pension Plan Trustee
• Model Stock Appreciation Rights Agreement
• Model Stockholder Agreement
• Model Term Sheet; EBIDTA Milestones
• Motion Picture/Film Investment Agreement
• Mutual Confidentiality Agreement
• Mutual Non-Disclosure Agreement (Model Form)
• Mutual Nondisclosure And Confidentiality Agreement
• NDA Between For-Profit and Not-For-Profit Entities (Model Form)
• Non Disclosure Agreement: Venture Capital Fund and Prospective Portfolio Investment
• Non-Competition Agreement
• Opinion of Issuer's Counsel
• Opinion of Issuer's Counsel (Alternate Version)
• Partnership Organization Under RULPA (Standard Partnership Opinion)
• Partnership Status Under the Code (Opinion of Counsel)
• Placement Agent - Issuer Version
• Placement Agent Agreement (Model Form)
• Placement Agent: Engagement Letter and Agreement (Short Form)
• Placement Memorandum (Series A Round) (Model)
• Preferred Stock Purchase Agreement (Short Form)
• Preferred Stock Purchase Warrant
• Private Equity Fund (Biotech): Model Offering Memorandum
• Purchase Agreement (Rule 144A And Regulation)
• Referral Letter Agreement
• Registration Rights Agreement (Model)
• Registration Rights Agreement (Short Form)
• Resolutions Of Board Anticipating IPO
• Restricted Stock Agreement
• Restrictions on Transfer
• Rights of First Refusal: Long Form
• Sample Hedge Fund PPM (Fund of Funds)
• Sample Private Placement Memorandum (Nanotech and Biotech)
• Schedule Closing
• Schedule of Exceptions (Model Form)
• Scientific Consultant--Pharmaceutical Company Consulting Agreement
• Second Amended Model LLC Agreement: Long Form
• Second Priority Senior Secured Floating Rate Notes
• Secretary's Certificate And Board Resolutions
• Seller's Certificate Of Representations And Performance
• Separation and Release Agreement
• Series A Legal Package I
• Series A Legal Package II
• Series A-1 Term Sheet (Higher Valuation, Same Terms)
• Shareholders' Agreement
• Shareholders' Agreement (Alternate Version)
• Software Professional Service Contract (Pro-Consultant)
• Stock Appreciation Rights Agreement
• Stock Incentive Plan (Model)
• Stock Option Award Agreement (Model)
• Stock Plan (Alternate Version)
• Stock Purchase Agreement (Model Form)
• Stock Purchase Agreement (Series A) - (NVCA - Sample Legal Package)
• Stock Purchase Agreement (Short Form Providing for Option to Purchase Additional Shares)
• Stockholders Agreement Amended (Model)
• Subordinated Convertible Promissory Note
• Subordinated Promissory Note (Priced Off Next Round Valuation)
• Subscription Agreement and Execution Documents (Model)
• Subscription Agreement for Private Equity Fund (Model)
• Subscription Agreement for Series A Round (Short Form)
• Subscription Agreement, Convertible Preferred Stock (Model)
• Term Sheet (Model Form)
• Term Sheet (Neutral to Investors and Issuer)
• Term Sheet (NVCA - Sample Legal Package)
• Term Sheet (West Coast Version)
• Term Sheet For Convertible Promissory Notes
• Term Sheet: Series A Preferred Stock (with Milestone Provisions)
• Term Sheet: Series B Preferred Stock
• Trade Or Business Issue (Opinion Of Counsel)
• Trademark Security Agreement
• Underwriter's Letter Of Intent
• Underwriting Agreement For IPO (Incl. Insider Secondary Sales and Options to Underwriters) (Model)
• Valuation: Model Resolutions of Special Meeting of the Board of Directors Establishing Fair Market
• Venture Finance Forms: Cover Sheet
• Voting, Right of First Refusal and Co-Sale Agreement
• Written Consent In Lieu Of Organizational Meeting