What is the SPA cooperation agreement?

1.TS is the premise and foundation of SPA and SHA. Generally speaking, it is impossible to start negotiations between SPA and SHA without signing a written TS, especially for major investors.

2. The content of 2.TS is a summary of the main contents of SPA and SHA. General main terms include: investment amount, price per share, number of shares to be purchased, main delivery premise (in layman's terms, payment) and employee option. The above content is a summary of the main contents of the SPA to be signed; Shareholders' rights, such as dilution right of civil air defense investment, preemptive right, right to follow the sale, right to apply for registration, company matters requiring special approval from investors and investors' directors (protective clauses), composition of the board of directors (including this clause in SPA), conversion of preferred shares, etc. The above contents are summarized.

The focus and purpose of the main clauses of SPA and SHA are reflected in ts, so the main contents of SPA and SHA are mostly to improve and enrich the agreed meaning reached in TS.

In the negotiation process between SPA and SHA, if there are differences between the lawyers of the two sides, the main basis is often TS. Therefore, if the company agrees to the TS that is unfavorable to the company without a lawyer at the TS stage, then the company's lawyers will be very passive in the next negotiation.

Personal experience, in a negotiation, because the transaction structure has changed, the customer wants to change the wording in TS in the final agreement, so we talk to the other party, and the other party will strike a table (for the sake of confidentiality, without mentioning the name): we have talked about this in TS, and all business personnel have reached an agreement. Why change what the two sides have already talked about? Can you make business decisions? Suddenly I was speechless (of course, in the end I won the biggest concession for my customers at this point).

3. Except for confidentiality, exclusivity, fees and other provisions, TS is generally not legally binding, that is, both parties can continue to talk or break up. I have also seen full-text binding TS. In this case, the average company has more than one investor. )

For an inappropriate example, signing a DS between two parties is like proposing to one party. Before the final wedding, either party can go back on their word and escape from marriage at any time, but once the SPA and SHA are signed, it is like the two parties get a marriage certificate and want to divorce, so they have to divide their property.

To sum up, TS is bone, SPA and SHA are meat. Once the skeleton is in place, adding meat won't make much difference. No ivory can grow on a dog's bone, but without SPA and SHA, the skeleton alone can't stand, and it won't be a complete transaction.

Speaking of SPA, I remembered a joke.

"A buddy is a legal elite, a typical work madman. I caught him rarely surfing the Internet and went up to say hello." What are you doing at night? "I asked. He replied, "Be a SPA." "oh? You also like to do SPA? What kind of essential oil do you like? "Later, for some reason, he ignored me ..."