Stock Purchase Agreement Rev 4

This sample document is the work product of a national coalition of attorneys who specialize in venture capital financings, working under the auspices of the NVCA. See the NVCA website for a list of the Working Group members. This document is intended to serve as a starting point only, and should be tailored to meet your specific requirements. This document should not be construed as legal advice for any particular facts or circumstances. Note that this sample document presents an array of (often mutually exclusive) options with respect to particular deal provisions.

SERIES A PREFERRED STOCK PURCHASE AGREEMENT

Preliminary Note

The Stock Purchase Agreement sets forth the basic terms of the purchase and sale of the preferred stock to the investors (such as the purchase price, closing date, conditions to closing) and identifies the other financing documents. Generally this agreement does not set forth either (1) the characteristics of the stock being sold (which are defined in the Certificate of Incorporation) or (2) the relationship among the parties after the closing, such as registration rights, rights of first refusal and co-sale, voting arrangements (these matters often implicate other persons than just the Company and the investors in this round of financing, and are usually embodied in separate agreements to which those others persons are parties, or in some cases by the Certificate of Incorporation). The main items of negotiation in the Stock Purchase Agreement are therefore the price and number of shares being sold, and the representations and warranties that the Company, and sometimes the Founders as well, must make to the investors.

TABLE OF CONTENTS

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Page 1. Purchase and Sale of Preferred Stock. (1)

1.1. Sale and Issuance of Series A Preferred Stock. (1)

1.2. Closing; Delivery. (1)

1.3. Sale of Additional Shares of Preferred Stock. (2)

[1.4 Use of Proceeds. (3)

1.5 Defined Terms Used in this Agreement. (3)

2. Representations and Warranties of the Company. (5)

2.1. Organization, Good Standing, Corporate Power and Qualification. (6)

2.2. Capitalization. (6)

2.3. Subsidiaries. (8)

2.4. Authorization. (8)

2.5. Valid Issuance of Shares. (9)

2.6. Governmental Consents and Filings. (9)

2.7. Litigation. (10)

2.8. Intellectual Property. (10)

2.9. Compliance with Other Instruments. (11)

2.10. Agreements; Actions. (12)

2.11. Certain Transactions. (13)

2.12. Rights of Registration and Voting Rights. (14)

2.13. Absence of Liens. (14)

2.14. Financial Statements. (14)

2.15. Changes. (15)

2.16. Employee Matters. (16)

2.17. Tax Returns and Payments. (18)

2.18. Insurance. (18)

2.19. Confidential Information and Invention Assignment Agreements. (19)

2.20. Permits. (19)

2.21. Corporate Documents. (19)

[2.22 83(b) Elections. (19)

[2.23 Real Property Holding Corporation. (19)

2.24 Environmental and Safety Laws. (20)

[2.25 Qualified Small Business Stock. (20)

2.26 Disclosure. (21)

[2.27 Small Business Concern. (21)

[3. Representations and Warranties of the Founders. (22)

3.1 Conflicting Agreements. (22)

3.2 Litigation. (22)

3.3 Stockholder Agreements. (23)

3.4 Representations and Warranties. (23)

4. Representations and Warranties of the Purchasers. (23)

4.1 Authorization. (23)

4.2 Purchase Entirely for Own Account. (23)

4.3 Disclosure of Information. (24)

4.4 Restricted Securities. (24)

4.5 No Public Market. (25)

4.6 Legends. (25)

4.7 Accredited Investor. (25)

4.8 Foreign Investors. (25)

4.9 No General Solicitation. (26)

4.10 Exculpation Among Purchasers. (26)

4.11 Residence. (26)

5. Conditions to the Purchasers’ Obligations at Closing. (26)

5.1 Representations and Warranties. (27)

5.2 Performance. (27)

5.3 Compliance Certificate. (27)

5.4 Qualifications. (27)

5.5 Opinion of Company Counsel (27)

5.6 Board of Directors. (27)

5.7 Indemnification Agreement. (27)

5.8 Investors’ Rights Agreement (27)

5.9 Right of First Refusal and Co-Sale Agreement. (27)

5.10 Voting Agreement. (28)

5.11 Restated Certificate. (28)

5.12 Secretary’s Certificate (28)

5.13 Proceedings and Documents. (28)

5.14 Minimum Number of Shares at Initial Closing. (28)

5.15 Management Rights. (28)

[5.16 SBA Matters. (28)

[5.17 Preemptive Rights. (28)

6. Conditions of the Company’s Obligations at Closing. (29)

6.1 Representations and Warranties (29)

6.2 Performance. (29)

6.3 Qualifications. (29)

6.4 Investors’ Rights Agreement (29)

6.5 Right of First Refusal and Co-Sale Agreement. (29)

6.6 Voting Agreement. (29)

[6.7 Minimum Number of Shares at Initial Closing. (29)

7. Miscellaneous. (29)

7.1 Survival of Warranties. (29)

7.2 Successors and Assigns. (29)

7.3 Governing Law. (30)

7.4 Counterparts; Facsimile. (30)

7.5 Titles and Subtitles. (30)

7.6 Notices. (30)

7.7 No Finder’s Fees. (31)

7.8 Fees and Expenses. (31)

[7.9 Attorneys’ Fees. (31)

7.10 Amendments and Waivers. (31)

7.11 Severability. (32)

7.12 Delays or Omissions. (32)

7.13 Entire Agreement. (32)

[7.14 Corporate Securities Law. (32)

7.15 Dispute Resolution. (32)

[7.16 No Commitment for Additional Financing. (33)

[7.17 Waiver of Conflicts (34)

Exhibit A - SCHEDULE OF PURCHASERS

Exhibit B - FORM OF AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

Exhibit C - DISCLOSURE SCHEDULE

Exhibit D - FORM OF INDEMNIFICATION AGREEMENT

Exhibit E - FORM OF INVESTORS’ RIGHTS AGREEMENT

Exhibit F - FORM OF MANAGEMENT RIGHTS LETTER

Exhibit G - FORM OF RIGHT OF FIRST REFUSAL AND CO-SALE

AGREEMENT

Exhibit H - FORM OF VOTING AGREEMENT

Exhibit I - FORM OF LEGAL OPINION OF [COMPANY COUNSEL] [Exhibit J - MILESTONE EVENTS]

SERIES A PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT is made as of the [__] day of [________, 200_] by and among [____________], a Delaware corporation (the “Company”), the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”) [and the persons listed as “Founders” on the signature pages to this Agreement (each a “Founder” and together the “Founders”)].

The parties hereby agree as follows:

1.Purchase and Sale of Preferred Stock.

1.1.Sale and Issuance of Series A Preferred Stock.

(a)The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Initial Closing1 (as defined below) the Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (the “Restated Certificate”).2

(b)Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A Preferred Stock, $ [__] par value per share (the “Series A Preferred Stock”),set forth opposite each Purchaser’s name on Exhibit A, at a purchase price of $[__] per share. The shares of Series A Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any [Milestone Shares or] Additional Shares, as defined below) shall be referred to in this Agreement as the “Shares.”

1.2.Closing; Delivery.

(a)The initial purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, at [____] [_].m., on [________ __, 200_], or at such other time and place as the Company and the Purchasers mutually agree upon, 1If on ly one closing is contemplated, references to “Initial Closing,” “each Closing,” “such Closing” etc. should be modified.

2Sometimes only a Certificate of Amendments is required.

orally or in writing (which time and place are designated as the “Initial Closing”).3 In the event there is more than one closing, the term “Closing” shall apply to each such closing unless otherwise specified.

(b)At each Closing, the Company shall deliver to each Purchaser a certificate representing the Shares being purchased by such Purchaser at such Closing against payment of the purchase price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser [, including interest4], or by any combination of such methods.

1.3.Sale of Additional Shares of Preferred Stock.

(a)After the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement5, up to [_________] additional shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) of Series A Pref erred Stock (the “Additional Shares”), to one or more purchasers (the “Additional Purchasers”) [reasonably acceptable to Purchasers holding a [specify percentage] of the then outstanding Shares6], provided that (i) such subsequent sale is consummated prior to [90] days after the Initial Closing, (ii) each Additional Purchaser shall become a party to the Transaction Agreements, (as defined below) (other than the Management Rights Letter), by executing and delivering a counterpart signature page to each of the Transaction Agreements[, and (iii) [_________], counsel for the Company, provides an opinion dated as of the date of such Closing that the offer, issuance, sale and delivery of the Additional Shares to the Additional Purchasers do not require registration under the 3If the Agreement is signed prior to the Closing, this provision gives the parties flexibility to change the closing date as contingencies arise. As a practical matter, however, the Agreement is usually signed on the date of the Closing. This means that, until the Closing, everyone has an opportunity to back out of the deal.

4If some or all of the Purchasers will be converting previously issued notes to Shares, consider paying the interest in cash, if the terms of the notes permit this, to avoid last-minute recomputations if the closing is delayed. Note that cancellation of interest in return for stock may be a taxable event in the amount of the interest cancelled. Accordingly, some of the Purchasers may require payment of interest in cash to avoid imputation of income without the corresponding payment of cash to pay the tax.

5The Company will often try to negotiate a “cushion” in the negotiated limit of the number of preferred shares in order to permit it to issue additional shares of preferred stock in transactions outside the financing, e.g., warrants for preferred stoc k issued in connection with an equipment financing. The language “on the same terms and conditions as those contained in this Agreement” is flexible enough to permit this. If the investors want to limit the number of preferred shares to be issued to those preferred shares issued in the financing, the language “pursuant to this Agreement” should be substituted.

6The Company may want to limit this approval right to the larger Purchasers. As an alternative, the Agreement may specify that Additional Purchasers must be approved by the Board of Directors, including the directors elected by the Series A Preferred Stockholders.

Securities Act of 1933, as amended, or applicable state securities laws.]Exhibit A to this Agreement shall be updated to reflect the number of Additional Shares purchased at each such Closing and the parties purchasing such Additional Shares.

(b) [After the Initial Closing, the Company shall sell, and the Purchasers shall purchase, on the same terms and conditions as those contained in this Agreement, up to [_____________] additional shares of Series A Preferred Stock (the “Milestone Shares”),pro rata in accordance with the number of Shares being purchased by each such Purchaser at all prior Closings, on the certification by the [Board] [Purchasers] that the events specified in Exhibit J attached to this Agreement have occurred (the “Milestone Events”). The date of the purchase and sale of the Milestone Shares are referred to in this Agreement as the “Milestone Closing.”7]

[1.4 Use of Proceeds. In accordance with the directions of the C ompany’s Board of Directors, as it shall be constituted in accordance with the Voting Agreement, the Company will use the proceeds from the sale of the Shares for product development and other general corporate purposes.]

1.5 Defined Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.

“Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Intellectual Property” means all pat ents, patent applications, trademarks, trademark applications, service marks, tradenames, copyrights, trade secrets, licenses, domain names, mask works, information and proprietary rights and processes as are necessary to the conduct of the Company’s busin ess as now conducted and as presently proposed to be conducted.

“Indemnification Agreement” means the agreement between the Company and the director designated by any Purchaser entitled to designate a member of the Board of Directors 7Consider whether the obligations of each Purchaser at a Milestone Closing are conditioned on (i) the representations and warranties remaining true (or materially so) as of such Milestone Closing, (ii) each other Purchaser purchasing shares at the Milestone Closing (i.e., if one Purchaser breaches then no others are obligated), and (iii) any other conditions.

pursuant to the Voting Agreement, dated as of the date of the Initial Closing, in the form of Exhibit D attached to this Agreement.

“Investors’ Rights Agreement” means the agreement among the Company and the Purchasers8 [and certain other stockholders of the Company] dated as of the date of the Initial Closing, in the form of Exhibit E attached to this Agreement.

“Key Employee” means any executive-level employee (including division director and vice president-level positions) as well as any employee or consultant who either alone or in concert with others develops, invents, programs or designs any Company Intellectual Property.9

“Knowledge,” including the phrase “to the Company’s knowledge,” shall mean the actual knowledge [after reasonable investigation] of the following officers: [specify names].10

“Management Rights Letter” means the agreement between the Company and [Purchaser], dated as of the date of the Initial Closing, in the form of Exhibit F attached to this Agreement.

“Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects11 or results of operations of the Company.

“Person”means any individual, corporation, partnership, trust, limited liability company, association or other entity.

8In Series A Preferred S tock financings, the Investors’ Rights Agreement will normally be signed by all the Series A Purchasers. In subsequent financing rounds, the standard practice is to amend and restate the Investor Rights Agreement, which will then be signed by the Company as well as the subsequent and prior round purchasers.

9In a Series A round at a high-tech start-up, it is likely that the only key employees in addition to management, if any, are those who are responsible for developing the Company’s key intellectual pr operty assets. It may be simpler for these early-stage companies to list the Key Employees by name. In later rounds, it may be appropriate to include others, e.g., important salespeople or consultants and define Key Employees by function (e.g., division director).

10An important point of negotiation is often whether the Company will represent that a given fact (a) is true or (b) is true to the Company’s knowledge. Alternative (a) requires the Company to bear the entire risk of the truth or falsity of the represented fact, regardless whether the Company knew (or could have known) at the time of the representation whether or not the fact was true. Alternative (b) is preferable from the Company’s standpoint, since it holds the Company responsible only for facts of which it is actually aware.

11Since the prospects of high-tech start-up companies are by definition highly uncertain, the Company may resist the inclusion of the word “prospects” on the grounds that investors in a Series A financing are in the business of shouldering that risk.

“Purchaser” means each of the Purchasers who is initially a party to this Agreement and any Additional Purchaser who becomes a party to this Agreement at a subsequent Closing under Section 1.3.

“Right of First Refusal and Co-Sale Agreement” means the agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit G attached to this Agreement.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shares” means the shares of Series A Preferred Stock issued at the Initial Closing and any [Milestone Shares or] Additional Shares issued at a subsequent Closing under Section 1.3.

“Transaction Agreements” means this Agreement, th e Investors’ Rights Agreement, the Management Rights Letter, the Right of First Refusal and Co-Sale Agreement, the Voting Agreement and [list any other agreements, instruments or documents entered into in connection with this Agreement].

“Vot ing Agreement” means the agreement among the Company, the Purchasers and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit H attached to this Agreement.

2.Representations and Warranties of the Company. The Company hereby represents and warrants to each Purchaser that, except as set forth on the Disclosure Schedule attached as Exhibit C to this Agreement, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete as of the date of the Initial Closing, except as otherwise indicated. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section 2, and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Section 2 only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.12

12The purpose of the Company’s representations is primarily to create a mechanism to ensure full disclosure about the Company’s organization, financial condition and business to the investors. The Company is required to list any deviations from the representations on a Disclosure Schedule, the preparation and review of which drives the due diligence process on both sides of the deal. For subsequent closings, changes to the Disclosure Schedule are sometimes simply referenced on the Compliance Certificate. The introductory paragraph to this Section 2 may be modified to permit an update to the Disclosure Schedule that would be reasonably acceptable to each of the Purchasers. If this modification is made, a closing condition should be added to indicate that the updated Disclosure Schedule will be delivered and that each of the Purchasers may refuse to close if the updated Disclosure Schedule is reasonably unacceptable to that Purchaser. If there is to be a Milestone Closing, specific representations

For purposes of these representations and warranties (other than those in Sections 2.2, 2.3, 2.4, 2.5, and 2.6), the term “the Company” shall include any subsidiar ies of the Company, unless otherwise noted herein.

https://www.sodocs.net/doc/b54252939.html,anization, Good Standing, Corporate Power and Qualification. 13 The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

2.2.Capitalization.14The authorized capital of the Company consists, immediately prior to the Initial Closing, of:

(a)[__________] shares of common stock, $[____] par value per share (the “Common Stock”), [_________] shares of which are issued and outstanding immediately prior to the Initial Closing. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. [The Company holds no treasury stock and no shares of Series A Preferred Stock in its treasury.]

(b)[__________] shares of Preferred Stock, of which [__________] shares have been designated Series A Preferred Stock, none of which are issued and outstanding immediately prior to the Initial Closing. The rights, privileges and preferences of the Preferred ______________________________

(..continued)

and warranties to be true as of the Milestone Closing date may need to be negotiated. Some practitioners prefer to deliver the Disclosure Schedule separately, instead of as an exhibit to the Stock Purchase Agreement, so that the Disclosure Schedule will not have to be publicly filed in the event the Stock Purchase Agreement is filed as an exhibit to a public offering registration statement.

13The purpose of this representation is to ensure that basic corporate maintenance has been properly carried out by the Company. Note that the Company is required to disclose failure to qualify in other jurisdictions where it does business only if failure to do so could have a "material adverse effect;" the purpose of this language is to eliminate the time and expense of doing a state-by-state analysis to determine whether the Company should technically be qualified. If the Company has material connections to states in which it is not qualified, these states must be investigated by counsel to determine whether qualification is necessary and whether there are potential adverse effects of having failed to qualify.

14Section 2.2 describes the Company’s capital structure and can be stated either immediately prior to or upon the Initial Closing of the financing. This description details any outstanding rights or privileges with respect to the Company’s securities. In later round financings, this description would also list any co-sale rights and rights of first refusal granted to investors in prior rounds. In later round financings, consider adding representations that there have been no conversions of previously-issued preferred stock to common stock, the number of shares that would be outstanding on an as-converted-to-common stock basis and the current conversion ratios of each series of preferred stock.

Stock are as stated in the Restated Certificate and as provided by the general corporation law of the jurisdiction of the Company’s incorporation.

(c)The Company has reserved [__________] shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its [Plan Year] Stock [Option] Plan duly adopted by the Board of Directors and approved by the Company stockholders (the “Stock Plan”). Of such reserved shares of Common Stock, [__________] shares have been issued pursuant to restricted stock purchase agreements, options to purchase [__________] shares have been granted and are currently outstanding, and [__________] shares of Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan. The Company has furnished to the Purchasers complete and accurate copies of the Stock Plan and forms of agreements used thereunder.

(d)Section 2.2(d) of the Disclosure Schedule sets forth the capitalization of the Company immediately following the Initial Closing including the number of shares of the following: (i) issued and outstanding Common Stock, including, with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) issued stock options, including vesting schedule and exercise price; (iii) stock options not yet issued but reserved for issuance; (iv) each series of Preferred Stock; and (v) warrants or stock purchase rights, if any.15 Except for (A) the conversion privileges of the Shares to be issued under this Agreement, (B) the rights provided in Section 0 of the Investors’ Rights Ag reement, and (C) the securities and rights described in Section 2.2(c) of this Agreement and Section 2.2(d) of the Disclosure Schedule, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock or Series A Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock or Series A Preferred Stock. All outstanding shares of the Company’s Common Stock and all shares of the Company’s Common Stock underlying outstanding options are subject to (i) a right of first refusal in favor of the Company upon any proposed transfer (other than transfers for estate planning purposes); and (ii) a lock-up or market standoff agreement of not less than 180 days following the Company’s initial public offering pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act.

(e)None of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events. The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through 15Some practitioners prefer to delete this representation, provided the capitalization table is a separate document.

amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the Restated Certificate, the Company has no obligation (contingent or otherwise) to purchase or redeem any of its capital stock.

(f)[409A. The Company believes in good faith that any “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Code and the guidance thereunder) under which the Company makes, is obligated to make or promises to make, payments (each, a “409A Plan”) complies in all material respects, in both form and operation, with the requirements of Section 409A of the Code and the guidance thereunder. To the knowledge of the Company, no payment to be made under any 409A Plan is, or will be, subject to the penalties of Section 409A(a)(1) of the Code.]16

2.3.Subsidiaries.17 The Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.

2.4.Authorization.18All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company to enter into the Transaction Agreements, and to issue the Shares at the Closing and the Common Stock issuable upon conversion of the Shares, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of the Company under the Transaction Agreements to be performed as of the Closing, and the issuance and delivery of the Shares has been taken or will be taken prior to the Closing. The Transaction Agreements, when 16It should be noted that the consensus among the NVCA drafting group was that the 409A issues are better dealt with as a diligence item, rather than a company rep. Nevertheless, this rep is included here because it is in any case important that the issue be surfaced as part of the financing, to ensure that the company is mindful of the obligations and potential penalties imposed by 409A as it makes future equity grants. Inserting the rep in the first draft, as a discussion item, is one way to ensure that the issue is not neglected.

17The purpose of this representation is to require the Company to fully disclose its structure, including other corporations, if any, that it controls. If the Company does have subsidiaries, you should (i) add to Section 2.3 a representation with respect to the subsidiaries of the Company modeled after Section 2.1 regarding the organization, good standing and qualification of each such subsidiary, and (ii) add a reference to subsidiaries where appropriate in Section 2. Some formulations include subsidiaries in the definition of the Company, this approach works if careful attention is given to representations where the effect of such inclusion requires additional language (for example, the representation in Section 2.2 would require either the exclusion of subsidiaries or a separate paragraph regarding the capitalization of subsidiaries).

18In certain jurisdictions, ancillary agreements executed in connection with the financing, such as noncompetition provisions or voting agreements, may be subject to some question regarding their enforceability, and the representation should be modified accordingly and (ii) add references to subsidiaries throughout ?Section 2 or add a representation here that the appropriate sections of Section 2 also apply with respect to the subsidiaries of the Company.

executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specif ic performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Investors’ Rights Agreement and the Indemnification Agreement may be limited by applicable federal or state securities laws.

2.5.Valid Issuance of Shares.19 The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Assuming the accuracy of the representations of the Purchasers in Section 0 of this Agreement and subject to the filings described in Section 2.6(ii) below, the Shares will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Certificate, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 0 of this Agreement, and subject to Section 2.6 below, the Common Stock issuable upon conversion of the Shares will be issued in compliance with all applicable federal and state securities laws.

https://www.sodocs.net/doc/b54252939.html,ernmental Consents and Filings. Assuming the accuracy of the representations made by the Purchasers in Section 0 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Restated Certificate, which will have been filed as of the Initial Closing, and (ii) filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, which have been made or will be made in a timely manner.

19The representations in Sections 2.4 and 2.5 are intended to ensure that the Company has taken all steps necessary to issue the preferred stock in accordance with applicable corporate law. This means that, before the closing, the Company must (A) obtain the requisite stockholder and board approvals to amend the Certificate of Incorporation and issue the stock; (B) file the Restated Certificate and (C) obtain any other stockholder consents or waivers required pursuant to the Restated Certificate, Bylaws, and existing agreements with securityholders (most importantly, waivers to any existing rights of first offer or refusal). Section 2.5 also requires the Company to disclose any restrictions on transfer other than those contained in the Transaction Agreements (such as any contained in the Restated Certificate and Bylaws, or any preemptive rights contained in agreements with other securityholders).

2.7.Litigation.20There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation21pending or to the Company’s knowledge, currently threatened [in writing] (i) against the Company or any officer, director or Key Employee of the Company [arising out of their employment or board relationship with the Company]; [or] (ii) [to the Company’s knowledge,] that questions the validity of the Transaction Agreements or the right of the Company to enter into them, or to consummate the transactions contemplated by the Transaction Agreements; [or (iii) to the C ompany’s knowledge, that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.] Neither the Company nor, to the Company’s knowledge, any of its officers, directors or Key Employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers, directors or Key Employees, such as would affect the Company). There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the Company’s business, or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

2.8.Intellectual Property.22 [The Company owns or possesses or [believes it] can acquire on commercially reasonable terms sufficient legal rights to all Company Intellectual Property without any known conflict with, or infringement of, the rights of others.] To the Company’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party 20The litigation representation will often be unqualified in Series A financings. The bracketed materiality qualifiers are more common in later rounds of financings. In subsequent rounds it is no longer appropriate to have the Company make representations regarding directors (as opposed to employees), since directors will include investor representatives.

21It may be appropriate to include a knowledge qualifier as to investigations since it would be difficult for the Company to know of an investigation unless it had been notified. Some investors nevertheless feel the risk is appropriately borne by the Company.

22Section 2.8 gives the Purchasers assurances that the Company has the intellectual property rights necessary to conduct its business, or has disclosed its need to acquire further rights. Although Purchasers prefer an unqualified representation, this provision is often heavily negotiated, and may be impossible for the Company to make with certainty for a product in a very early stage of development. Under a common compromise, the Company provides an unqualified representation with respect to everything but patents, on the theory that potential patent conflicts cannot always be uncovered even after reasonable investigation, and that patent conflicts therefore represent an unknown risk that is fairly borne by both parties.

to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. The Company has not received any communications alleging that the Company has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person. The Company has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Company’s business. To the Company’s knowledge, it will not be necessary to use any inventions of any of its employees or consultants (or Persons it currently intends to hire) made prior to their employment by the Company. Each employee and consultant has assigned to the Company all intellectual property rights he or she owns that are related to the Company’s business as now conducted and as prese ntly proposed to be conducted. Section 2.8 of the Disclosure Schedule lists all Company Intellectual Property. The Company has not embedded any open source, copyleft or community source code in any of its products generally available or in development, including but not limited to any libraries or code licensed under any General Public License, Lesser General Public License or similar license arrangement.23For purposes of this Section 2.8, the Company shall be deemed to have knowledge of a patent right if the Company has actual knowledge of the patent right or would be found to be on notice of such patent right as determined by reference to United States patent laws.

https://www.sodocs.net/doc/b54252939.html,pliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule,or, [to its knowledge], of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the 23This representation regarding non-use of open source software is intended to elicit disclosure of publicly available, third-party source code that the Company has incorporated, or intends to incorporate, into its products. In most cases, the Purchasers should be concerned primarily about use of third-party source code distributed under a license that requires the Company to disclose and distribute its own source code, that grants licensees rights under the Company's patents, or that contains other provisions that relinquish or may compromise the Company's intellectual property rights or commercial prospects. Much publicly available source code is distributed under licenses that permit it to be freely used and redistributed without imposing onerous obligations upon those that use it to develop their own software. Note also that the General Public License (GPL) and other so-called "viral" open source licenses impose potentially onerous obligations upon licensees only if code distributed under them is incorporated into a product that is actually released to the general public. Some proprietary software companies experiment with code distributed under the GPL during the development process with no intention of retaining GPL code in the products ultimately released to their customers. (This experimentation typically is done in a separate "branch" of the source code of a product in development.) The Company may wish to consider narrowing this representation to include use of third-party source code distributed under any license that imposes specified obligations upon the Company, and perhaps then only if the third party source code has been included in a product that the Company has released.

Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

2.10.Agreements; Actions.24

(a)Except for the Transaction Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of [_________], (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to de velop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights.

(b)The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of [___________] or in excess of [__________] in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of subsections (b) and (c) of this Section 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection.

(c)The Company is not a guarantor or indemnitor of any indebtedness of any other Person.

(d)[The Company has not engaged in the past [three (3) months] in any discussion with any representative of any Person regarding (i) a sale or exclusive license of 24Sections 2.10(a) and (b) require the Company to disclose material contracts as well as other agreements or arrangements that might be important from a due diligence standpoint regardless of dollar amount (such as intellectual property licenses or a proposed acquisition of the Company). The disclosure thresholds are negotiable.

all or substantially all of the Company’s assets, or (ii) any merger, consolidation or other business combination transaction of the Company with or into another Person.]25

2.11.Certain Transactions. 26

(a)Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, and (iii) the purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s Common Stock, in each instance, approved in the written minutes of the Board of Directors (previously provided to the Purchasers or their counsel), there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, consultants or Key Employees, or any Affiliate thereof.

(b)The Company is not indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees. None of the Company’s directors, officers or employees, or any members of their immediate families, or any Affiliate of the foregoing are, directly or indirectly, indebted to the Company[ or, [to the Company’s knowledge], have any (i) material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relation ship with any of the Company’s customers, suppliers, service providers, joint venture partners, licensees and competitors, (ii) direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation which competes with the Company except that directors, officers or employees or stockholders of the Company may own stock in (but not exceeding two percent (2%) of the outstanding capital stock of) publicly traded companies that may compete with the Company or (iii) financial interest in any [material] contract with the Company].27

25This representation is not standard, but is sometimes requested by investors concerned that the Company might be considering a business combination transaction.

26This representation requires disclosure of situations which could create a conflict of interest. This is an item of particular concern in the first round of venture capital financing, since loans among the Company and its founders and their families (which may not be well documented) are especially common prior to the first infusion of outside capital.

27The bracketed portion of this sentence may be a broader representation than the Company is comfortable giving. In addition, it is appropriate to include directors throughout this section only at the first financing round. In subsequent rounds the directors will include investor representatives, and it should not be incumbent on the Company to make disclosures as to them.

2.12.Rights of Registration and Voting Rights.28Except as provided in the Investors’ Rights Agreement, the Company is not un der any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, except as contemplated in the Voting Agreement, no stockholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company.

2.1

3.Absence of Liens. The property and assets that the Company owns are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets.

2.14.Financial Statements.29 The Company has delivered to each Purchaser its [unaudited] [audited] financial statements as of [_______ __, 200_] and for the fiscal year ended [_______ __, 200_] [and its unaudited financial statements (including balance sheet, income statement and statement of cash flows) as of [_______ __, 200_] and for the [_____]-month period ended [_______ __, 200_]] (collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated, [except that the unaudited Financial Statements may not contain all footnotes required by generally accepted accounting principles]. The Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial Statements, the Company has no material 28Prior registration rights may conflict with those currently being negotiated among the investors and the Company. Therefore, any such rights must be carefully reviewed and any conflicts resolved. It is common to have any previous registration rights agreement amended to include the new investors, or replaced by a new agreement including the old and new investors and clarifying their rights relative to each other as well as the Company. It is preferable to have all registration rights relating to the Company’s securities set forth in one document. Having several different sets of rights outstanding can be a significant (and confusing) complication when the Company goes public.

29For early stage companies without financial statements, it may be appropriate to have an alternative provision, such as the following:

Material Liabilities. The Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principles.

订单(英文范本)Purchase Order

[YOUR COMPANY NAME] [Your Company Slogan] [YOUR ADDRESS] [YOUR ADDRESS 2] [YOUR CITY], [YOUR STATE/PROVINCE] [YOUR ZIP/POSTAL CODE] [YOUR COUNTRY] Phone: [YOUR PHONE NUMBER] Fax: [YOUR FAX NUMBER] Purchase Order The following number must appear on all related correspondence, shipping papers, and invoices: P.O. NUMBER: 100 To: Name Company Address City, State ZIP Phone Ship To: [NAME], [TITLE] [YOUR COMPANY NAME] [YOUR ADDRESS] [YOUR ADDRESS 2] [YOUR CITY], [YOUR STATE/PROVINCE] [YOUR PHONE NUMBER] 1. Please send two copies of your invoice. 2. Enter this order in accordance with the prices, terms, delivery method, and specifications listed above. 3. Please notify us immediately if you are unable to ship as specified. Authorized by Date

建设工程经济计算公式汇总

一级建造师《建设工程经济》计算公式汇总 1、等额支付系列的终值、现值、资金回收和偿债基金计算 等额支付系列现金流量序列是连续的，且数额相等，即： ） ，，，，常数（n t A A t 321 ①终值计算（即已知A 求F ） i i A F n 11 ）（ ②现值计算（即已知A 求P ） n n n i i i A i F P ）（）（） （ 1111 ③资金回收计算（已知P 求A ） 111 n n i i i P A ）（） （ ④偿债基金计算（已知F 求A ） 1 1 n i i F A ）（ 2、有效利率的计算 包括计息周期有效利率和年有效利率两种情况。 （2）年有效利率，即年实际利率。 年初资金P ，名义利率为r ，一年内计息m 次，则计息周期利率为 m r i 。根据一次支付终值公式可得该年的本利和F ，即： m m r P F 1 根据利息的定义可得该年的利息I 为： 111m m m r P P m r P I 再根据利率的定义可得该年的实际利率，即有效利率i eFF 为： 11i eff m m r P I 3、财务净现值 t c t n t i CO CI FNPV 10 式中 FNPV ——财务净现值； （CI-CO ）t ——第t 年的净现金流量（应注意“＋”、“-”号）； i c ——基准收益率； n ——方案计算期。 4、财务内部收益率（FIRR ——Financial lnternaI Rate oF Return ） 其实质就是使投资方案在计算期内各年净现金流量的现值累计等于零时的折现率。其数学表达式为：

t t n t FIRR CO CI FIRR FNPV 10 式中 FIRR ——财务内部收益率。 5、投资收益率指标的计算 是投资方案达到设计生产能力后一个正常生产年份的年净收益总额（不是年销售收入）与方案投资总额（包括建设投资、建设期贷款利息、流动资金等）的比率： %100 I A R 式中 R ——投资收益率； A ——年净收益额或年平均净收益额； I ——总投资 6、总投资收益率 总投资收益率（ROI ）表示总投资的盈利水平 %100 TI EBIT ROI 式中 EBIT-----技术方案正常年份的年息税前利润或运营期内平均息税前利润； TI------技术方案总投资包括建设投资、建设期利息和全部流动资金。 7、资本金净利润率（ROE ） 技术方案资本金净利润率（ROE ）表示技术方案盈利水平 %100 EC NP ROE 式中 NP----技术方案正常年份的年净利润或运营期内年平均净利润， 净利润＝利润总额-所得税 EC----技术方案资本金 8、静态投资回收期 ·当项目建成投产后各年的净收益（即净现金流量）均相同时，静态投资回收期计算： A I P t 式中 I ——总投资； A ——每年的净收益。 ·当项目建成投产后各年的净收益不相同时，静态投资回收期计算： 流量 出现正值年份的净现金的绝对值 上一年累计净现金流量现正值的年份数累计净现金流量开始出 1－ t P 9、借款偿还期 余额 盈余当年可用于还款的盈余当年应偿还借款额 的年份数借款偿还开始出现盈余 1－d P 10、利息备付率 利息备付率＝息税前利润/计入总成本费用的应付利息。 式中：息税前利润——即利润总额与计入总成本费用的利息费用之和（不含折旧、摊销费 11、偿债备付率 偿债备付率＝（息税前利润加折旧和摊销-企业所得税）/应还本付息的金额 式中：应还本付息的资金——包括当期还贷款本金额及计入总成本费用的全部利息； 息税前利润加折旧和摊销-企业所得税＝净利润+折旧+摊销+利息 12、总成本 C ＝C F ＋C u ×Q C ：总成本；C F ：固定成本；C u ：单位产品变动成本；Q ：产销量 量本利模型

英文采购订单模板

Please supply us with the following sample of product: *Packaging: The goods shall be packed suitable for air/inland transportation. *Deliver as soon as possible; *Please send an order confirmation by e‐mail ; *Please place our order number on the invoice; *The packing list should indicate the weight of a balk and the quantity of bales; *Please send the following files by e-mail for our customs clearance and inspection: Purchase Order PO20180117 Xi'an Hardis Import and Export TradingCo.,Ltd. Purchase Date : NO.114,No.1 Fengcheng Road, Purchaser: Weiyang District, Xi’an City,Shaanxi Province, China. Mobile:+86 - Tel:+86‐29‐ Page 1/2 E‐mail: Purchase from: Delivery Address: Fitzgerald Industries International Xi'an Hardis Import and Export TradingCo.,Ltd. 30 Sudbury Road, Suite 1A N, No.1 Building, Acton, MA 01720 South Area of XianFeng Garden, USA. East Section of NO.1 FengCheng Road, T: Weiyang District, Xi ’an City, Shaanxi Province, E: China. W: T: +86‐29‐ M:+86- E‐mail: SKU Product Name Catalog Quantity Unit Price(USD) Amount(USD) CRP protein 30‐AC05PP 5mg Sample Complement 3 antiserum 88R-7581 5mg Sample Complement 4 antiserum 20C-CR2019SP 5mg Sample Immunoglobulin A antiserum 20C-CR6043SP 5mg Sample Immunoglobulin A antiserum 31C-CP1034I 5mg Sample Immunoglobulin G antiserum 20C-CR6050SP 5mg Sample Goat anti Human IgM antibody (mu chain) 41-XG59 5mg Sample Premium for express delivery(USD) Total (USD) :

Irrevocable Corporate Purchase Order (ICPO)电子版(中英文版)

Date Issued: September , 2011 To: Attention: Irrevocable Corporate Purchase Order (ICPO) Buyer Ref. No.: We, ( importer name) , as buyer, hereby confirm with full legal and corporate responsibility and under penalty of perjury that we are ready, willing and able to enter into a contract for the purchase of the commodity specified below, that funding is available any import/export permits needed to fulfill this purchase have been obtained. Specification: Product Packing: Quantity Total: MT(+/-5%) or more Shipping Schedule: The 1st shipment will be MT and the next 11 months of supply will be MT/Month. Delivery schedule to be given by the buyer. Delivery: Within days of receipt of payment instrument at seller’s Bank counter. Origin: Price: USD per MT (will be given in the soft corporate offer) Product Destination:Port of China Inspection: SGS or like company shall at the port of loading confirm weight and that the product conforms to the following specifications. Inspection at port of discharge by buyer at buyer’s expense. Payment: Terms can be transferable or non transferable, non-divisible DLC, OR BG Performance Bond: 2% issued by seller’s bank. Buyer Banking Details: Name of the Bank: Bank Account No: Bank Account Name: Bank SWIFT Code:

建筑工程工程量计算公式

、平整场地：建筑物场地厚度在±30cm 以内的挖、填、运、找平。 1、平整场地计算规则 (1)清单规则：按设计图示尺寸以建筑物首层面积计算。 (2 )定额规则：按设计图示尺寸以建筑物外墙外边线每边各加2 米以平方米面积计算。 2、平整场地计算公式 S= (A+4 ) X ( B+4 ) =S 底+2L 外+16 式中：S———平整场地工程量；A———建筑物长度方向外墙外边线长度；B———建筑物宽度方向外墙外边线长度；S 底———建筑物底层建筑面积；L 外———建筑物外墙外边线周长。 该公式适用于任何由矩形组成的建筑物或构筑物的场地平整工程量计算。 二、基础土方开挖计算 开挖土方计算规则 ( 1 )、清单规则：挖基础土方按设计图示尺寸以基础垫层底面积乘挖土深度计算。 ( 2)、定额规则：人工或机械挖土方的体积应按槽底面积乘以挖土深度计算。槽底面积应以槽底的长乘以槽底的宽，槽底长和宽是指基础底宽外加工作面，当需要放坡时，应将放坡的土方量合并于总土方量中。 2 、开挖土方计算公式： (1) 、清单计算挖土方的体积：土方体积=挖土方的底面积X挖土深度。 (2) --------------------------------------------------------------------------------------------- 、定额规则：基槽开挖：V= (A+2C+X H) HXL。式中：V --------------------------------------------------------- 基槽土方量；A ----------- 槽底宽度；C———工作面宽度；H———基槽深度；L———基槽长度。. 其中外墙基槽长度以外墙中心线计算，内墙基槽长度以内墙净长计算，交接重合出不予 扣除。 基坑体积；A—基坑开挖：V=1/6H[A X B+a X b+(A+a) x(B+b)+a xb]。式中：V 基坑上口长度；B———基坑上口宽度；a———基坑底面长度；b———基坑底面宽度。

purchaseorder模板

采购订单PURCHASE ORDER

For M/S : 华瑞益通 Name:Date: 本订单合同由买方和卖方共同签署,双方同意按本合同各项条款,买方购买且卖方出售合同规定的货物并提供相应服务。 The Purchase Order is made by and between the Buyer and the Seller, whereby the Buyer agrees to buy and the Seller agrees to sell the Goods and provide services as covered and described hereunder. SECTION 1 - 供货范围 SCOPE OF SUPPLY: You have discussed all technical requirements for this project and confirmed the compliance to the same. 卖方已经了解此项目的所有技术要求并确认完全满足所有要求： 序号Item 货物描述 Description / Scope of Supply 单位 Unit 数量 Qty 单价 Unit Price 总价 Total Prices According to (MR编号及设备名称) 1 2 3 4 5 6 Start-up and Commissioning Spare Included 7Inspection , testing and Factory Acceptance Certificate(FAT) Included 8Design, Drawing, Documentation and Manual(Required Quantity) Included 9Export Packaging Included 10Inland Transportation Included 11Commodity Inspection(if needed) Included 总价（至买方指定港口）

建设项目工程经济计算公式汇总

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PurchaseOrder模板

苏丹 XXX 项目：PROVISION OF PCC SERVICE S FOR PROJECT 项目合同编号 POJECT CONTRACT NO: P etro-Energy/ (2) 交货期 DELIVERY SCHEDULE All goods of the PO shall be delivered completely to the Carrier nomin ated by the Buyer no later tha n xxxxxxxxxxx. (3) 交货事项 DELIVERY POINT SECTION 3- 文件 REQUIRED DOCUMENTATION: (1) 1套正本增值税专用发票， 增值税专用发票的内容必须与报关单相一致。卖方必须在收到 买方发出的开票通知后 7天内将此正本增值税专用发票提交买方经办人。 如果由于卖方不 能及时提交增值税专用发票或出具的发票不符合要求， 由此产生的损失由卖方承担， 买方 有权从货款中直接扣除。 One set of original Value Added Tax (VAT) Invoice(s) submitted by the Seller. The content of VAT Invoice(s) must be in accordanee with the Customs Declaration. The Seller shall submit the VA T In voices to the Buyer dur ing seve n (7) days after receiv ing the Buyer ' s Notice about the In voice issu ing. All the losses arise n from late submissi on or in correct ness of the VAT In voices shall be borne by the Seller. The Buyer has the right to deduct the corresp ondent losses directly from the payme nt un der the Con tract; (2) 3份正本和3份副本装箱单(中英文对照)，装箱单要求详细注明订单号、 件号、货物名称、 规格尺寸、毛重、净重、包装类型。 3 origi nals of Pack ing List and 3 copies in both Chin ese and En glish Ian guage, issued by the Manufacturer or the Seller with indication of PO No., package number, the name of Goods, specificati on. Package dime nsions and weight (net and gross), List of Items with qua ntity and tag Number t, type of pack ing; (3) 制造商签署的3份中英文对照的质量证书原件，3份正本检验报告原件。 Three (3) origi nal Quality Certificates and T est and In specti on Reports in both Chin ese and En glish Ian guage issued by the Manu facturer; (4) 1份由当地商检局出具的出境货物换证凭条 (单)。(如需商检，商检费用已包括在总价里) One original Inspection Certificate issued by local Import and Export Commodity In specti on Bureau of the P .R.Chi na; (5) 工厂验收测试(FAT )报告正本1份。 Certificate of factory accepta nee test. (6) 1份由买方出具的运输释放通知 Shipp ing Release Note issued by the buyer. (7) 1份由买方指定承运人签发的收货单原件。 One origi nal and two copies of Cargo Receipt issued by the Buyer appo in ted Freight Forwarder; (8) 卖方与合同签订后一周内提交报批图纸。 MR 、补遗等相关文件中规定的最终文件 ，包括图 纸、数据表、技术手册等相关文件的 9份硬拷贝和6份CD 软拷贝。 Other technical documents, including but not limited to the following, drawing, data sheets and tech ni cal manual in 9 hard copies and 6 CDs; 9套硬拷贝和6套软拷贝（CDs ）的最终文件邮寄到买 方办公室。 项目合同编号 POJECT CONTRACT NO: P etro-Energy/ 合同货物必须在 XXXXXXXXXX 前交至买方指定的承运人处。 如果分批运输，则分批付 卖方应在两周内用特快专递方式将

sap系统计划协议批量导入

编号：_______________本资料为word版本，可以直接编辑和打印，感谢您的下载 sap系统计划协议批量导入 甲方：___________________ 乙方：___________________ 日期：___________________

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输入必要的信息，save , 系统提示创建了计划协议5500000001。 使用me35l批准计划协议（否则不能做库存收货）， 点击Release+save批准计划协议。 2. 维护交货计划deliveryschedule （tcode:me38 ） path:logistics->materialmanagement->purchasing->out lineagreement->schedulingagreement ->deliveryschedule->maintain enter , 选中行，点击deliveryschedule 按钮（或者F2）, 假设企业对物料b-16mnR-12的需求是均衡的，每个月 计划交货100kg , save。 说明一下，这里秀才犯了一个错误，前面计划协议的targetquantity=7000 ,但是这里的交行计划合计数只有700 （本意是每个月1000）,这属于低级失误。不过不影响后续工作。 3. 收货（tcode:migo_gR ） path:logistics->materialmanagement->inventorymanage ment->goodsmovement->goods

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仓库专业术语参考中英文对照

收货组ReceivingTeam； 收货区ReceivingArea； 散装区BulkStorage； 货架区RackStorage； 入库Entry； 入库单"Warehouseentry；"； 收货单ReceivingNote； 收货产品ReceivingProduct； 物品接收时间GoodsReceiveDate；物品数 仓库收发存专用的英语大全 收货组ReceivingTeam 收货区ReceivingArea 散装区BulkStorage 货架区RackStorage 入库Entry 入库单"Warehouseentry" 收货单ReceivingNote 收货产品ReceivingProduct 物品接收时间GoodsReceiveDate 物品数量总计GoodsTotalMaterialQuantity重量weight 毛重GrossWeight 净重NetWeight 最大重量MaximumWeight

最小重量MiximumWeight 总计容量TotalCapacity 出库单DeliveryList 拣货PickingGoods 拣货区PickingArea 转储单TransferOrder 检验报告单InspectionDocument 物料清单BillofMaterial 料号PartNumber 电子单据ElectronicsNote 码盘Pallet-Sorting 分拣Picking/Sorting 采购订单PurchaseOrder（PO）手写单HandNote 到货通知ArrivalNotice 报关到货ImportingGoods 检验单InspectionNote 入库扫描EntryScanning 扫描Scan 存货InStock 库存Inventory/Stock 库存清单StockList 发货区ShippingArea 发货单Deliverysheet

建筑工程工程量计算公式大全

?工程量计算规则公式汇总 土建工程工程量计算规则公式汇总 平整场地: 建筑物场地厚度在±30cm以的挖、填、运、找平. 1、平整场地计算规则 （1）清单规则：按设计图示尺寸以建筑物首层面积计算。 （2）定额规则：按设计图示尺寸以建筑物首层面积计算。 2、平整场地计算法 （1）清单规则的平整场地面积：清单规则的平整场地面积＝首层建筑面积 （2）定额规则的平整场地面积：定额规则的平整场地面积＝首层建筑面积 3、注意事项 （1）、有的地区定额规则的平整场地面积：按外墙外皮线外放2米计算。计算时按外墙外边线外放2米的图形分块计算，然后与底层建筑面积合并计算；或者按“外放2米的中心线×2=外放2米面积” 与底层建筑面积合并计算。这样的话计算时会出现如下难点： ①、划分块比较麻烦，弧线部分不好处理，容易出现误差。 ②、2米的中心线计算起来较麻烦，不好计算。 ③、外放2米后可能出现重叠部分，到底应该扣除多少不好计算。 （2）、清单环境下投标人报价时候可能需要根据现场的实际情况计算平整场地的工程量，每边外放的长度不一样。 大开挖土 1、开挖土计算规则 （1）、清单规则：挖基础土按设计图示尺寸以基础垫层底面积乘挖土深度计算。 （2）、定额规则：人工或机械挖土的体积应按槽底面积乘以挖土深度计算。槽底面积应以槽底的长乘以槽底的宽，槽底长和宽是指混凝土垫层外边线加工作面，如有排水沟者应算至排水沟外边线。排水沟的体积应纳入总土量。当需要放坡时，应将放坡的土量合并于总土量中。 2、开挖土计算法 （1）、清单规则： ①、计算挖土底面积： 法一、利用底层的建筑面积+外墙外皮到垫层外皮的面积。外墙外边线到垫层外边线的面积计算（按外墙外边线外放图形分块计算或者按“外放图形的中心线×外放长度”计算。）法二、分块计算垫层外边线的面积（同分块计算建筑面积）。 ②、计算挖土的体积：土体积＝挖土的底面积*挖土深度。 （2）、定额规则： ①、利用棱台体积公式计算挖土的上下底面积。 V=1/6×H×(S上+ 4×S中+ S下)计算土体积（其中，S上为上底面积，S中为中截面面积，S下为下底面面积）。如下图 S下＝底层的建筑面积+外墙外皮到挖土底边线的面积（包括工作面、排水沟、放坡等）。 用同样的法计算S中和S下 3、挖土计算的难点 ⑴、计算挖土上中下底面积时候需要计算“各自边线到外墙外边线图”部分的中心线， 中心线计算起来比较麻烦（同平整场地）。

建筑工程工程量计算规则公式汇总

建筑工程量计算规则公式汇总 一、平整场地 建筑物场地厚度在±30cm以内的挖、填、运、找平。 1、平整场地计算规则 （1）清单规则：按设计图示尺寸以建筑物首层面积计算。 （2）定额规则：按设计图示尺寸以建筑物首层面积计算。 2、平整场地计算方法 （1）清单规则的平整场地面积：清单规则的平整场地面积＝首层建筑面积 （2）定额规则的平整场地面积：定额规则的平整场地面积＝首层建筑面积 3、注意事项 （1）有的地区定额规则的平整场地面积：按外墙外皮线外放2米计算。计算时按外墙外边线外放2米的图形分块计算，然后与底层建筑面积合并计算；或者按“外放2米的中心线×2=外放2米面积” 与底层建筑面积合并计算。这样的话计算时会出现如下难点： ①划分块比较麻烦，弧线部分不好处理，容易出现误差。 ②2米的中心线计算起来较麻烦，不好计算。 ③外放2米后可能出现重叠部分，到底应该扣除多少不好计算。 （2）清单环境下投标人报价时候可能需要根据现场的实际情况计算平整场地的工程量，每边外放的长度不一样。 二、大开挖土方 1、开挖土方计算规则 （1）清单规则：挖基础土方按设计图示尺寸以基础垫层底面积乘挖土深度计算。 （2）定额规则：人工或机械挖土方的体积应按槽底面积乘以挖土深度计算。槽底面积应以槽底的长乘以槽底的宽，槽底长和宽是指混凝土垫层外边线加工作面，如有排水沟者应算至排水沟外边线。排水沟的体积应纳入总土方量内。当需要放坡时，应将放坡的土方量合并于总土方量中。 2、开挖土方计算方法 （1）清单规则： ①计算挖土方底面积：

方法一、利用底层的建筑面积+外墙外皮到垫层外皮的面积。外墙外边线到垫层外边线的面积计算（按外墙外边线外放图形分块计算或者按“外放图形的中心线×外放长度”计算。） 方法二、分块计算垫层外边线的面积（同分块计算建筑面积）。 ②计算挖土方的体积：土方体积＝挖土方的底面积*挖土深度。 （2）定额规则： ①利用棱台体积公式计算挖土方的上下底面积。 V=1/6×H×(S上+ 4×S中+ S下)计算土方体积（其中，S上为上底面积，S中为中截面面积，S下为下底面面积）。如下图 S下＝底层的建筑面积+外墙外皮到挖土底边线的面积（包括工作面、排水沟、放坡等）。 用同样的方法计算S中和S下 3、挖土方计算的难点 （1）计算挖土方上中下底面积时候需要计算“各自边线到外墙外边线图”部分的中心线，中心线计算起来比较麻烦（同平整场地）。 （2）中截面面积不好计算。 （3）重叠地方不好处理（同平整场地）。 （4）如果出现某些边放坡系数不一致，难以处理。 4、大开挖与基槽开挖、基坑开挖的关系 槽底宽度在3m以内且长度是宽度三倍以外者或槽底面积在20m2以内者为地槽，其余为挖土方。 三、满堂基础垫层 1、满堂基础垫层工程量： 如图所示，（1）素土垫层的体积；（2）灰土垫层的体积；（3）砼垫层的体积；（3）垫层模板。 2、满堂基础垫层工程量计算方法 （1）素土垫层体积的计算： 利用棱台的计算公式：素土垫层体积=1/6×H×(S上+ 4×S中+ S下)计算土方体积（其中，S上为上底面积，S中为中截面面积，S下为下底面面积）。

建筑工程经济公式汇总

建筑工程经济公式汇总 1、单利计算 单i P I t ?= 式中 I t ——代表第t 计息周期的利息额；P ——代表本金；i 单——计息周期单利利率。 2、复利计算 1-?=t t F i I 式中 i ——计息周期复利利率；F t-1——表示第（t －1）期末复利本利和。 而第t 期末复利本利和的表达式如下： ) 1(1i F F t t +?=- 3、一次支付的终值和现值计算 ①终值计算（已知P 求F 即本利和） n i P F )1(+= ②现值计算（已知F 求P ） n n i F i F P -+=+= )1() 1( 4、等额支付系列的终值、现值、资金回收和偿债基金计算 等额支付系列现金流量序列是连续的，且数额相等，即： ） ，，，，常数（n t A A t 321=== ①终值计算（即已知A 求F ） i i A F n 11-+=）（ ②现值计算（即已知A 求P ） n n i i i A i F P ） （）（）（+-+=+=-11 11 ③资金回收计算（已知P 求A ） 111-++=n n i i i P A ）（）（ ④偿债基金计算（已知F 求A ） 11-+=n i i F A ）（ 5、名义利率r 是指计息周期利率：乘以一年内的计息周期数m 所得的年利率。即：m i r ?= 6、有效利率的计算 包括计息周期有效利率和年有效利率两种情况。 （1）计息周期有效利率，即计息周期利率i ，由式（1Z101021）可知： m r I = （1Z101022-1） （2）年有效利率，即年实际利率。 年初资金P ，名义利率为r ，一年内计息m 次，则计息周期利率为 m r i =。根据一次支付终值公式可得该年的本利和F ，即： m m r P F ?? ? ?? +=1

建筑工程常用计算公式

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(1)清单规则：挖基础土方按设计图示尺寸以基础垫层底面积乘挖土深度计算。 (2)定额规则：人工或机械挖土方的体积应按槽底面积乘以挖土深度计算。槽底面积应以槽底的长乘以槽底的宽，槽底长和宽是指基础底宽外加工作面，当需要放坡时，应将放坡的土方量合并于总土方量中。 2、开挖土方计算公式 (1)清单计算挖土方的体积：土方体积＝挖土方的底面积×挖土深度。 (2)定额规则：基槽开挖：V=(A+2C+K×H)H×L。式中：V——基槽土方量；A——槽底宽度；C——工作面宽度；H——基槽深度；L——基槽长度。 其中外墙基槽长度以外墙中心线计算，内墙基槽长度以内墙净长计算，交接重合出不予扣除。 基坑开挖：V=1/6H[A×B+a×b+(A+a)×(B+b)+a×b]。式中：V——基坑体积；A——基坑上口长度；B——基坑上口宽度；a——基坑底面长度；b——基坑底面宽度。 三、回填土工程量计算规则及公式

1、基槽、基坑回填土体积=基槽(坑)挖土体积-设计室外地坪以下建(构)筑物被埋置部分的体积。 式中室外地坪以下建(构)筑物被埋置部分的体积一般包括垫层、墙基础、柱基础、以及地下建筑物、构筑物等所占体积 2、室内回填土体积=主墙间净面积×回填土厚度-各种沟道所占体积 主墙间净面积=S底-(L中×墙厚+L内×墙厚) 式中：底——底层建筑面积；L中——外墙中心线长度；L内——内墙净长线长度。 回填土厚度指室内外高差减去地面垫层、找平层、面层的总厚度。 四、运土方计算规则及公式 运土是指把开挖后的多余土运至指定地点，或是在回填土不足时从指定地点取土回填。土方运输应按不同的运输方式和运距分别以立方米计算。 运土工程量=挖土总体积-回填土总体积

建筑工程量计算公式及计算方法大全

建筑工程量计算公式及计算方法大全 一、平整场地：建筑物场地厚度在±30cm以内的挖、填、运、找平。 1、平整场地计算规则 （1）清单规则：按设计图示尺寸以建筑物首层面积计算。 （2）定额规则：按设计图示尺寸以建筑物外墙外边线每边各加2米以平方米面积计算。 2、平整场地计算公式 S=（A+4）×（B+4）=S底+2L外+16 式中：S———平整场地工程量；A———建筑物长度方向外墙外边线长度；B———建筑物宽度方向外墙外边线长度；S底———建筑物底层建筑面积；L外———建筑物外墙外边线周长。 该公式适用于任何由矩形组成的建筑物或构筑物的场地平整工程量计算。 二、基础土方开挖计算 开挖土方计算规则 （1）、清单规则：挖基础土方按设计图示尺寸以基础垫层底面积乘挖土深度计算。（2）、定额规则：人工或机械挖土方的体积应按槽底面积乘以挖土深度计算。槽底面积应以槽底的长乘以槽底的宽，槽底长和宽是指基础底宽外加工作面，当需要放坡时，应将放坡的土方量合并于总土方量中。 2、开挖土方计算公式： （1）、清单计算挖土方的体积：土方体积＝挖土方的底面积×挖土深度。 （2）、定额规则：基槽开挖：V=（A+2C+K×H）H×L。式中：V———基槽土方量；A———槽底宽度；C———工作面宽度；H———基槽深度；L———基槽长度。. 其中外墙基槽长度以外墙中心线计算，内墙基槽长度以内墙净长计算，交接重合出不予扣除。 基坑开挖：V=1/6H[A×B+a×b+(A+a)×(B+b)+a×b]。式中：V———基坑体积；A—基坑上口长度；B———基坑上口宽度；a———基坑底面长度；b———基坑底面宽度。 三、回填土工程量计算规则及公式 1、基槽、基坑回填土体积=基槽（坑）挖土体积-设计室外地坪以下建（构）筑物被埋置部