Drafts market-standard Series A Stock Purchase Agreements for venture capital financings. Covers preferred stock issuance, rep/warranty packages, indemnification, closing conditions, and securities law compliance. Coordinates with ancillary documents (IRA, Voting Agreement, ROFR/Co-Sale). Use when drafting SPA, stock purchase agreement, Series A financing, preferred stock purchase, venture capital closing documents, or equity financing agreements.
Drafts market-standard Series A Stock Purchase Agreements for venture capital financings. Covers preferred stock issuance, rep/warranty packages, indemnification, closing conditions, and securities law compliance. Coordinates with ancillary documents (IRA, Voting Agreement, ROFR/Co-Sale). Use when drafting SPA, stock purchase agreement, Series A financing, preferred stock purchase, venture capital closing documents, or equity financing agreements.
Series A Stock Purchase Agreement
Drafts a market-standard Series A SPA governing preferred stock sales in early-stage venture financings. Follows NVCA model document conventions unless the term sheet specifies otherwise.
Prerequisites
Gather before drafting:
Term sheet — executed, with economic and governance terms
Cap table — all outstanding equity, options, warrants, convertibles
If secondary: parallel transfer mechanics with separate seller delivery obligations
Art. III — Company Reps & Warranties
Draft with disclosure schedules. Fundamental reps (organization, authorization, capitalization) take no knowledge or materiality qualifiers. Other reps use knowledge qualifier limited to actual knowledge of named officers after reasonable inquiry.
Waiver requires written consent of benefited party only.
Art. VIII — Indemnification
Element
Company/Sellers → Purchasers
Purchasers → Company
Scope
Breach of reps/warranties/covenants; third-party claims
Breach of own reps/warranties/covenants (several only)
Losses
Direct damages, attorneys' fees, costs
Same
Excluded
Consequential, punitive, lost profits (except fraud/willful breach)
Same
Survival — general
12–24 months
Same
Survival — fundamental
Indefinite or SOL
N/A
Survival — tax
SOL + 60 days
N/A
Basket
$50K–$250K or ___% (tipping or true deductible)
N/A
Cap
Purchase price or ___%
Individual investment amount
Carve-outs
Fundamental reps, fraud, willful breach
Same
Procedure: Prompt written notice (failure relieves only to extent of material prejudice) → indemnifying party may assume third-party defense if it acknowledges obligation → no settlement without consent if non-monetary obligations or liability admission → set-off only after final determination → offset by insurance/tax recoveries.
Art. IX — Termination
Trigger
Who May Terminate
Outside date (60–90 days)
Either (if not in material breach)
Final governmental prohibition
Either
Uncured material breach (10–20 BD cure)
Non-breaching party
Material Adverse Change
Purchasers
Board fiduciary duty (with counsel advice)
Company
Surviving provisions: confidentiality, expenses, governing law, dispute resolution, pre-termination breach liability. No relief for willful breach or fraud.
Art. X — Miscellaneous
Governing law: Delaware (no conflicts-of-law). Exclusive jurisdiction: Delaware Chancery / D. Del. Jury waiver. Written notices (personal delivery, email with confirmation, overnight courier +1 BD, certified mail +3 BD). Amendment: Company + majority/⅔ of purchased shares. Written waivers only. Severability. Entire agreement. Electronic counterparts. No assignment without consent (except affiliates/M&A). No third-party beneficiaries (except indemnified parties). Each party bears own expenses; Company pays filing/transfer taxes. Mutual consent for publicity.
Validation Checklist
Securities law compliance — Reg D exemption (506(b) or 506(c)), blue sky filings, Form D
