---
name: series-a-spa
title: Series A Stock Purchase Agreement
description: 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.
author: CaseMark
author_url: https://github.com/CaseMark/skills/tree/main/skills/legal/series-a-spa
license: Apache-2.0
version: 0.1.0
execution_mode: open
jurisdiction: us
practice: corporate
language: en
---

# 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
- **Org docs** — COI, Bylaws, prior financing documents
- **Investor details** — legal names, entity types, jurisdictions, addresses
- **Transaction specifics** — share count, price per share, aggregate raise, closing structure
- **Ancillary agreement terms** — Amended COI, IRA, Voting Agreement, ROFR/Co-Sale
- **Due diligence materials** — financials, IP, material contracts, litigation, employment agreements

## Quick Start

1. Search client repository for term sheet, cap table, prior financing docs, correspondence, and org docs
2. Determine: (a) primary-only vs. primary + secondary; (b) single vs. multiple closings; (c) concurrent ancillary agreements
3. Draft articles I–X per the workflow below
4. Run the validation checklist before delivering

## Core Workflow

### Art. I — Definitions & Preamble

- Full legal names, entity types, jurisdictions for Company and each Purchaser
- If secondary: separately identify each Selling Stockholder
- Schedule of Purchasers: name, share count, purchase price
- Cross-reference all concurrent Transaction Documents
- Verify figures reconcile with aggregate totals

### Art. II — Purchase & Sale

- Purchasers severally (not jointly) purchase; Company issues
- Payment: wire of immediately available funds; specify account mechanism
- Delivery: stock certificates or book-entry; registered in Purchaser names
- If multiple closings: deadline, min/max amounts, price parity, extension/termination rights
- Shares: validly issued, fully paid, non-assessable
- 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.

- [ ] Organization & standing (unqualified)
- [ ] Authorization — board/stockholder approval, binding obligation (unqualified)
- [ ] Capitalization — by class, option pool, no undisclosed equity rights (unqualified; attach schedule)
- [ ] No conflicts — COI/Bylaws, contracts, laws; consents obtained
- [ ] Financial statements — GAAP, fair presentation
- [ ] No undisclosed liabilities
- [ ] IP — ownership/licenses, no infringement claims, employee IP assignments
- [ ] Material contracts — above threshold, affiliate transactions, no defaults
- [ ] Litigation — no pending/threatened actions
- [ ] Compliance with laws — employment, environmental, export, anti-corruption
- [ ] Tax — returns filed, paid, no audits
- [ ] Employee matters — agreements, wage/hour, labor, IP assignments
- [ ] Data privacy & security (tech companies) — privacy law compliance, reasonable security, no breaches

Define "Material Adverse Effect" excluding general economic/industry conditions and transaction-related changes.

### Art. IV — Seller Reps (Secondary Only)

- [ ] Good title, free of liens (except Transaction Documents and securities laws)
- [ ] Authority and capacity
- [ ] No conflicting agreements or restrictions waived
- [ ] Securities law compliance
- [ ] No finder's fees payable by Company or Purchasers
- [ ] Independent evaluation; reliance on own advisors

### Art. V — Purchaser Reps

- [ ] Authority, organization, binding obligation
- [ ] No conflicts; all consents obtained (investment committees, LPs, regulators)
- [ ] Investment intent — own account, no distribution intent
- [ ] Accredited investor status per Rule 501(a) — specify basis
- [ ] Non-U.S. purchasers: Reg S or applicable exemption
- [ ] Risk acknowledgment — illiquidity, potential total loss
- [ ] Transfer restriction acknowledgment — legends, no registration obligation
- [ ] ERISA compliance (fund purchasers)

### Art. VI — Covenants

**Pre-closing (Company):** Ordinary course; no action without Purchaser consent (specify % threshold):

- Amend COI/Bylaws, issue equity (except ordinary-course options), incur debt above threshold
- Create liens, acquisitions, material asset dispositions, dividends, affiliate transactions
- Change accounting methods, settle litigation above threshold

**Ongoing:**

- Confidentiality — all parties; 2–3 year survival; standard exceptions
- Information rights — annual audited, quarterly unaudited, annual budget, material developments
- Share reservation for full conversion
- Corporate maintenance — existence, good standing, insurance, compliance
- Rule 144 cooperation

### Art. VII — Conditions Precedent

**To Purchasers' obligations:**

- [ ] Reps true and correct in all material respects at closing
- [ ] Covenants performed; no Material Adverse Change
- [ ] Delivery: Amended COI (SOS-certified), Bylaws, IRA/Voting/ROFR agreements, stock certificates, legal opinion, officer/good standing certificates, resolutions
- [ ] Regulatory approvals (HSR if applicable); no governmental prohibition

**To Company's obligations:**

- [ ] Purchaser reps true; covenants performed
- [ ] Delivery: purchase price, executed Transaction Documents, accredited investor documentation

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
- [ ] Ancillary doc consistency — cross-references match Amended COI, IRA, Voting Agreement, ROFR/Co-Sale
- [ ] Disclosure schedules — every rep flagged; none left empty without "to be completed by Company"
- [ ] Secondary sales — parallel but separate provisions; no commingled Company/Seller obligations
- [ ] Multiple closings — subsequent investor terms, initial investor pro rata rights specified
- [ ] Defined terms — capitalized consistently, defined on first use or in Art. I, all used
- [ ] Internal consistency — share numbers, dollar amounts, percentages, dates reconcile across body and schedules
- [ ] Uncertain citations marked [VERIFY]
- [ ] Non-Delaware incorporation flagged for provision adjustments
