¶¶Òõ¶ÌÊÓÆµ

Security Purchase Agreement for the United States

Security Purchase Agreement Template for United States

A Security Purchase Agreement is a legally binding contract governed by U.S. federal and state securities laws that documents the terms and conditions of a security sale transaction. It outlines the rights and obligations of both the seller and purchaser, including purchase price, number of securities, representations and warranties, and closing conditions. The agreement must comply with SEC regulations and applicable state 'Blue Sky' laws, often requiring specific disclosures and regulatory filings.

Your data doesn't train Genie's AI

You keep IP ownership of your information

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Download a Standard Template

4.6 / 5
4.8 / 5
Access for free
OR

Alternatively: Run an advanced review of an existing
Security Purchase Agreement

Let ¶¶Òõ¶ÌÊÓÆµ's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.

What is a Security Purchase Agreement?

The Security Purchase Agreement serves as the primary transaction document in securities offerings, whether in private placements or public offerings in the United States. This agreement is essential when companies seek to raise capital through the sale of equity, debt, or other securities. It provides comprehensive documentation of the transaction terms, ensures regulatory compliance with federal and state securities laws, and protects both parties' interests through detailed representations, warranties, and covenants. The agreement is particularly crucial for maintaining compliance with SEC regulations and state securities laws while establishing clear rights and obligations for all parties involved.

What sections should be included in a Security Purchase Agreement?

1. Parties: Identification of buyer(s) and seller(s), including legal status and addresses

2. Background/Recitals: Context of the transaction and basic premises of the agreement

3. Definitions: Key terms used throughout the agreement

4. Purchase and Sale of Securities: Core transaction terms including price, number of securities, and type

5. Closing: Timing, location, and mechanics of the transaction closing

6. Representations and Warranties of the Company: Company's statements about its condition, operations, and the securities

7. Representations and Warranties of the Purchaser: Purchaser's statements about their status and capacity to purchase

8. Covenants: Ongoing obligations of the parties

9. Conditions to Closing: Prerequisites that must be satisfied before closing

10. Miscellaneous: Standard legal provisions including governing law, notices, etc.

What sections are optional to include in a Security Purchase Agreement?

1. Registration Rights: Rights to register securities for public trading - used when purchaser requires ability to resell securities publicly

2. Board Rights: Rights to appoint board members - used in venture capital or significant minority investments

3. Tag-Along Rights: Right to participate in future sales - used in minority investment scenarios

4. Pre-emptive Rights: Rights to participate in future offerings - used when investors want protection against dilution

What schedules should be included in a Security Purchase Agreement?

1. Disclosure Schedule: Exceptions to representations and warranties

2. Capitalization Table: Current and post-closing ownership structure

3. Form of Legal Opinion: Template of legal opinion to be delivered at closing

4. Form of Officer's Certificate: Template for officer's closing certificate

5. Schedule of Exceptions: Detailed exceptions to specific representations

6. Required Consents: List of required third-party approvals

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Document Type

Security Agreement

Cost

Free to use
Clauses






























Industries

Securities Act of 1933: Primary federal legislation governing securities offerings, including Section 4(a)(2) and Regulation D for private placements. Requires registration of securities offerings unless an exemption applies.

Securities Exchange Act of 1934: Regulates secondary market trading, establishes SEC oversight, and provides ongoing reporting requirements for public companies.

Sarbanes-Oxley Act of 2002: Establishes enhanced corporate governance and financial disclosure requirements, including internal controls and management certification of financial statements.

Dodd-Frank Act: Comprehensive financial reform legislation that includes provisions affecting securities transactions, investor protection, and market oversight.

Blue Sky Laws: State-specific securities regulations that govern securities offerings within each state, including registration and exemption requirements.

Investment Company Act of 1940: Regulates investment companies and their offerings, potentially applicable depending on the type of security being sold.

State Corporate Laws: State-specific laws governing corporate formation, governance, and operations, including Delaware General Corporation Law for Delaware corporations.

SEC Regulations: Specific rules including Regulation D, Regulation A, and Rule 144, which provide frameworks for various types of securities offerings and transfers.

Uniform Commercial Code: Standardized state laws governing commercial transactions, including provisions relevant to securities sales and transfers.

Internal Revenue Code: Federal tax laws affecting securities transactions, including capital gains, losses, and other tax implications of securities purchases.

Rule 10b-5: Key anti-fraud provision prohibiting deceptive practices in connection with the purchase or sale of securities.

FINRA Regulations: Rules governing broker-dealers and their involvement in securities transactions, including conduct requirements and investor protection measures.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Credit Agreement Margin Account

A U.S.-governed agreement establishing terms for margin lending between a broker-dealer and customer for securities trading.

find out more

Model Intercreditor Agreement

A U.S.-law governed agreement establishing rights and priorities between different classes of creditors in secured financing transactions.

find out more

Simple Loan Agreement With Collateral

A U.S. legal agreement establishing terms for a secured loan, including collateral provisions and repayment terms.

find out more

Sale Of LLC Interest Agreement

A U.S. legal agreement documenting the sale and transfer of ownership interests in a Limited Liability Company from one party to another.

find out more

Sale Of Shares Agreement LLC

A U.S. legal agreement documenting the sale and transfer of ownership interests in a Limited Liability Company.

find out more

Collateral Substitute Exchange Agreement

A U.S. legal agreement enabling the exchange of existing loan collateral with substitute collateral while maintaining security interests under UCC provisions.

find out more

Chattel Mortgage Security Agreement

A U.S. legal document creating a security interest in movable property (chattel) to secure a loan, governed by the UCC and state laws.

find out more

Pre Lease Deposit Agreement

A U.S. legal document securing a deposit payment prior to executing a formal lease agreement, subject to state-specific property laws.

find out more

Lending Agreement With Collateral

A U.S.-governed agreement establishing terms for a secured loan, including collateral provisions and security interests under UCC.

find out more

Security Agreement Contract

A U.S.-governed agreement creating a security interest in collateral to secure an obligation, subject to UCC Article 9.

find out more

Pledge Security Agreement

A U.S. law-governed agreement creating a security interest in assets to secure an obligation, subject to UCC Article 9.

find out more

Auto Security Agreement

A U.S. legal document creating a lender's security interest in a motor vehicle under UCC Article 9 and state laws.

find out more

Restaurant Investment Contract

A U.S.-governed agreement establishing terms for restaurant business investment, including ownership rights and profit-sharing arrangements.

find out more

Broker Dealer Referral Agreement

A U.S.-governed agreement establishing terms for referring clients to broker-dealers, compliant with SEC and FINRA regulations.

find out more

Key Holding Contract

A U.S.-compliant agreement governing the professional storage and management of property keys by a security service provider.

find out more

Security Interest Agreement

A U.S. legal document creating an enforceable security interest in collateral under UCC Article 9 to secure an obligation.

find out more

Safe Deposit Box Lease Agreement

A U.S.-governed agreement between a financial institution and customer for the rental and use of a secure storage box within the institution's premises.

find out more

Mortgage Security Agreement

A U.S. legal document creating a security interest in real property to secure a loan, subject to federal and state mortgage regulations.

find out more

Stock Collateral Loan Agreement

A U.S.-governed agreement establishing terms for a loan secured by stocks or securities, subject to federal and state securities regulations.

find out more

Pledged Collateral Account Control Agreement

A U.S. tri-party agreement establishing control over accounts pledged as collateral under UCC Article 9.

find out more

Tri Party Collateral Agreement

A U.S.-governed agreement between three parties establishing terms for custody and management of collateral assets, including rights and obligations of pledgor, secured party, and custodian.

find out more

Safe Deposit Box Rental Agreement

A U.S.-compliant contract establishing terms for renting a secure storage box from a financial institution.

find out more

Purchase Money Security Agreement

A U.S. legal document under UCC Article 9 that creates a security interest in specific purchased goods to secure their financing.

find out more

Master Loan And Security Agreement

A U.S.-governed agreement combining loan terms and security arrangements for secured lending transactions.

find out more

Loan Against Shares Agreement

A U.S.-governed agreement establishing terms for loans secured by shares as collateral, subject to federal and state securities regulations.

find out more

Cyber Security Agreement

A U.S.-governed agreement establishing terms for cybersecurity services, data protection, and incident response procedures.

find out more

Confidentiality Ip And Data Protection Agreement

A U.S.-governed agreement combining confidentiality, IP protection, and data privacy compliance obligations.

find out more

Preferred Stock Subscription Agreement

A U.S.-governed agreement documenting the purchase of preferred stock by investors, including terms, conditions, and rights of the investment.

find out more

Debenture Purchase Agreement

A U.S.-governed agreement for the issuance and purchase of corporate debentures, subject to federal and state securities laws.

find out more

Purchase Security Agreement

A U.S. legal document creating a security interest in property to secure payment or performance of an obligation, governed by UCC Article 9.

find out more

Note And Warrant Purchase Agreement

A U.S.-governed agreement establishing terms for investors to purchase convertible notes and warrants from a company.

find out more

Note And Security Agreement

A U.S. legal document combining a promissory note with a security agreement, establishing loan terms and collateral rights under UCC provisions.

find out more

Global Collateral Account Control Agreement

A U.S.-governed agreement establishing control over global collateral accounts and security interests under UCC regulations.

find out more

Factoring And Security Agreement

A U.S.-governed agreement establishing terms for the sale of accounts receivable to a factor and granting associated security interests.

find out more

Debenture Trustee Agreement

A U.S.-governed agreement appointing a trustee to act on behalf of debenture holders and setting out the terms of the relationship between issuer and trustee.

find out more

Data Protection Agreement

A legally binding agreement governing personal data processing and protection under U.S. federal and state privacy laws.

find out more

Consumer Security Agreement

A U.S. legal document that establishes a lender's security interest in a consumer borrower's property as collateral for a loan or credit.

find out more

Commercial Pledge Agreement

A U.S.-governed agreement establishing a security interest in assets as collateral for securing obligations.

find out more

Collateral Control Agreement

A U.S.-governed agreement establishing third-party control over collateral securing a loan or obligation, subject to UCC Article 9.

find out more

Preferred Equity Agreement

A U.S.-governed agreement establishing terms and conditions for preferred stock issuance, including investor rights and privileges.

find out more
See more related templates

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

You have full control over your data and who gets to see it