Stock Purchase Agreement (Updated October 2024) (NVCA)
This Series A Preferred Stock Purchase Agreement outlines the terms for the purchase and sale of Series A Preferred Stock by a company to investors. It includes provisions for the purchase price, closing conditions, and detailed representations and warranties from the company. This agreement is a foundational document in a venture capital financing round, often accompanied by other transaction agreements like an Investors' Rights Agreement and a Voting Agreement.
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. 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.
For convenience of review for those who will redline this against prior NVCA versions, the drafters specifically labeled footnotes that are new, and those that contain substantive revisions to the prior footnote.
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 and voting arrangements (these matters often implicate persons other 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 in the Certificate of Incorporation). The main items of negotiation in the Stock Purchase Agreement are the representations and warranties that the Company must make to the investors and the closing conditions for the transaction.
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of [________], 20[__], by and among [____________], a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
The parties hereby agree as follows:
Purchase and Sale of Preferred Stock.
Sale and Issuance of Preferred Stock.
The Company shall have adopted and filed 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”).
¹ If only one closing is contemplated, references to “Initial Closing,” “each Closing,” “such Closing,” etc. should be modified. If the transaction has a so-called “simultaneous sign and close” you can update the tense accordingly (“has adopted and filed”).
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