Model Stock Purchase Agreement
This page previews the Model Stock Purchase Agreement and the fields it contains. NVCA provides the official Word document — download it from the source linked on this page, then fill it in.
NVCA model documents are freely downloadable but not redistributable.
Cover page fields
| Field | Description | Options |
|---|---|---|
| Company Name | Full legal name of the company | |
| Investor Name | Full name of the investor | |
| Company Counsel | Company counsel name and address | |
| Investor Counsel | Investor counsel name and address | |
| Company Counsel Name | Name of the company's counsel | |
| Lead Purchaser Name | Name of the lead purchaser | |
| Series Designation | Series designation shown in the agreement title and share definitions | |
| Agreement Date Month Day | Month/day portion of the agreement date in the opening paragraph | |
| Agreement Year Two Digits | Two-digit year suffix used in opening date format 20[__] | |
| Par Value Per Share | Par value per share inserted in the opening purchase clause | |
| Purchase Price Per Share | Purchase price per share inserted in the opening purchase clause | |
| Applicable Word | Optional word inserted before Closing in bracketed templates | |
| Include Convertible Securities | Include convertible securities conversion clause in Section 1.1(b) | |
| Include Closing Reference | Include "with respect to such Closing" bracket in purchase clause | |
| Purchaser Scope | Convertible securities consent scope word — set by computed.json from bind_all_convertible_holders_to_convert | |
| Optional Plural Suffix | Optional plural suffix — set by computed.json defaults | |
| Closing Heading | Heading text — set by computed.json defaults | |
| Initial Word Lower | Lowercase qualifier — set by computed.json defaults and rules | |
| Initial Word Title | Titlecase qualifier — set by computed.json defaults and rules | |
| Bind All Convertible Holders To Convert | Purchasers agree on behalf of all convertible security holders to convert (not just their own) | |
| Closing Type | Single closing or additional closings | |
| Dispute Resolution Mode | Dispute resolution alternative in SPA (Alternative 1 arbitration or Alternative 2 courts) | |
| Arbitration Location | Arbitration venue for Dispute Resolution Alternative 1 | |
| Judicial District | Federal judicial district for disputes | |
| Balance Sheet Date | Date of the company's most recent balance sheet | |
| Benefit Plan Name | Plan year and name of the employee benefit plan | |
| Signature Page Marker | Signature page marker text | |
| State Lower | State name (lowercase) | |
| Specify Percentage | Specified percentage threshold | |
| Financial Reporting Period | Financial reporting period (e.g., monthly, quarterly) | |
| Director Names | List of individual director names | |
| Board Size | Authorized number of board seats at the Initial Closing | |
| Minimum Shares Initial Closing | Minimum number of shares required to be sold at the Initial Closing | |
| Applicable Purchasers | Names of the applicable purchasers |
This template is a drafter's starting point. It does not constitute legal advice. Workflow support only. Not legal advice.