Private Equity and Venture Capital Legal Forms
There are 124 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!
Premium Content Registration
Access to the premium content within the VC Encyclopedia can be gained by purchasing one of the following products:
- Encyclopedia of Private Equity & Venture Capital (Limited One Month Access) Cost: $79.95
- PE & VC Overview Package (Limited, 3-Month Access) Cost: $195.00
- Single User - One Year of Complete Access (Best Value) Cost: $495.00
- Single User - One Year of Complete Access (Incl. 1 Month PEDC KIT Access) Cost: $795.00
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

- 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

- Buy-Sell Agreement

- ByLaws (Sample Form)

- Certificate of Designation (Series A Convertible Preferred) (Model)

- 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)

- 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

- Fairness Opinion

- First Refusal Agreement (Model)

- General Partner: LLC Agreement

- Incentive Stock Option Agreement (Alternate Version)

- Indemnification Trust Agreement (Model)

- Intellectual Property License Agreements: Development and License 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)

- Memorandum Regarding Procedures For Offering And Sale Of Shares

- Model Confidentiality Agreement: Strong Form

- Model Indemnification Agreement 2008

- Model Industry Sponsored Research Agreement

- Model Limited Partnership Agreement

- Model Management Rights Letter

- Model Promissory Note

- 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

- 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)

- 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

- Sample Private Placement Memorandum (Nanotech and Biotech)

- Schedule of Exceptions (Model Form)

- Scientific Consultant--Pharmaceutical Company Consulting Agreement

- 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 (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: Series B Preferred Stock

- Trade Or Business Issue (Opinion Of Counsel)

- 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

- Written Consent In Lieu Of Organizational Meeting
