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. This field-selector contains only transformation instructions, not the source document.
Cover page fields
| Field | Description | NVCA default |
|---|---|---|
| Company Name | Full legal name of the company | |
| Investor Name | Full name of the investor | |
| Company Signatory Name | Name of the individual signing the SPA for the Company | |
| Company Signatory Title | Title of the individual signing the SPA for the Company | |
| Company Notice Address | Company's notice address printed on its signature page | |
| Company Notice Email | Company's notice email printed on its signature page | |
| Investor Signatory Name | Name of the individual signing the SPA for the Purchaser | |
| Investor Signatory Title | Title of the individual signing the SPA for the Purchaser | |
| 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 | Agreement date in the opening paragraph ("is made as of <date>"). Accepts ISO YYYY-MM-DD (rendered as e.g. "March 15, 2026") or a display-ready date string. Replaces the former agreement_date_month_day + agreement_year_two_digits split pair; the selector consumes the whole "[________], 20[__]" slot. | |
| 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 | |
| Convertible Purchase Price Per Share | Per-share price for Preferred Stock issued on conversion of Convertible Securities | |
| Convertible Series Designation | Series designation for Preferred Stock issued on conversion of Convertible Securities | |
| Convertible Security Shares | Aggregate shares issued on conversion of Convertible Securities at Closing | |
| Applicable Word | Optional word inserted before Closing in bracketed templates | |
| Include Convertible Securities | Include convertible securities conversion clause in Section 1.1(b) | |
| Include Tranche Closing | Whether the financing includes a mandatory tranche closing and its related definitions and schedule | |
| 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. Fills the "(the "Balance Sheet Date")" definition slot in the Financial Statements representation and the bracketed defined-term references. Accepts ISO YYYY-MM-DD (rendered as e.g. "March 15, 2026") or a display-ready date string. | |
| Balance Sheet Date Defined Term | Text rendered at the bracketed "[Balance Sheet Date]" / "[the Balance Sheet Date]" references. Defaults to the defined term (the definition slot carries the actual date); supply a literal date string only to make the references repeat the date instead. | |
| Knowledge Party Patent Persons | Persons whose knowledge is attributed to the Company solely for the patent representation in Section 2.8 | |
| University License Disclosure Sections | Selected Disclosure Schedule section references for university licenses, for example 2.8(f) and 2.8(j) | |
| Consultant Vesting Months | Number of months in the customary consultant vesting schedule | |
| Financial Statement Audit Status | Whether the delivered annual financial statements are audited or unaudited | |
| Fiscal Year End | Fiscal year end date for the annual financial statements | |
| Interim Financial Statement Months | Number of months covered by the interim financial statements ending on the Balance Sheet Date | |
| Interim Current Period End | End date of the current interim comparative period | |
| Interim Comparative Period End | End date of the prior-year interim comparative period | |
| Additional Transaction Agreements | Only agreements additional to the SPA, Investors' Rights Agreement, Management Rights Letter, ROFR/Co-Sale Agreement, and Voting Agreement already enumerated in the form (for this scenario, the Indemnification Agreement) | |
| Indemnification Agreement Indemnitees | Exact individual indemnitee or indemnitees party to the attached Indemnification Agreement | |
| Management Rights Letter Count | Whether the financing uses one or multiple Management Rights Letters | |
| Include Withdrawn Public Offering Representation | Include the purchaser representation concerning a withdrawn public offering | |
| Withdrawn Public Offering Date | Effective withdrawal date of the public offering, required when its representation is included | |
| Closing Condition Waiver Standard | Purchaser approval standard for waiving closing conditions | |
| Benefit Plan Name | Complete plan year and name, including the word Plan (for example, 2025 Equity Incentive Plan) | |
| Common Authorized Shares | Authorized shares of Common Stock in the capitalization representation | |
| Common Par Value Per Share | Par value per share of Common Stock | |
| Common Outstanding Shares | Issued and outstanding shares of Common Stock | |
| Preferred Authorized Shares | Authorized shares of Preferred Stock | |
| Preferred Par Value Per Share | Par value per share of Preferred Stock | |
| Series Authorized Shares | Shares of Preferred Stock designated as the financing series | |
| Stock Plan Reserved Shares | Common Stock reserved under the Stock Plan | |
| Restricted Stock Outstanding Shares | Restricted stock shares issued and outstanding under the Stock Plan | |
| Option Shares Outstanding | Shares subject to outstanding options under the Stock Plan | |
| Stock Plan Available Shares | Shares remaining available under the Stock Plan | |
| Material Contract Threshold | Dollar threshold for contracts required to be disclosed | |
| Indebtedness Individual Threshold | Individual indebtedness or liability threshold since the Balance Sheet Date | |
| Indebtedness Aggregate Threshold | Aggregate indebtedness or liability threshold since the Balance Sheet Date | |
| Investor Counsel Expense Cap | Maximum aggregate Company-paid fees and expenses of investor counsel | |
| Include Healthcare Representations | Whether the Company is a healthcare business for which the HIPAA and Healthcare Laws representations apply | |
| Include Telecom Representation | Whether the Company is subject to the optional telecommunications and FCC representation | |
| Include Other Ira Stockholders | Include other stockholders as parties in the Investors' Rights Agreement references | |
| Include Subsidiary Carve Ins | Include subsidiary-specific representation cross-references when the Company has subsidiaries | |
| Requisite Purchaser Standard | Approval standard used in the Requisite Purchasers definition | |
| Authorization Actions Timing | Whether required authorization actions are complete or will occur before Closing | |
| Include Patent Trademark Knowledge Qualifier | Include patent-and-trademark knowledge qualifiers | |
| Include Sbic Representation | Whether at least one Purchaser is an SBIC and the Small Business Concern representation applies | |
| Signature Page Marker | Signature page marker text | |
| State | State whose courts are named in the dispute-resolution courts alternative (proper noun, e.g. Delaware). Keep consistent with state_lower, which drives the judicial-district defaults. | |
| State Lower | State name (lowercase, e.g. delaware) — drives judicial-district defaults and audit rules; not rendered in the document text | |
| Specify Percentage | Specified percentage threshold, as a number only (for example, 60) | |
| 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 | |
| Purchasers | Purchaser economics rows for the six-column Schedule of Purchasers. Each row identifies a purchaser and separately states its convertible investment, conversion shares, cash purchase price, cash shares, and total shares. | |
| Non Signing Convertible Holders | Rows for the three-column Schedule of Non-Signing Holders of Convertible Securities. Leave empty when every converting holder signs the agreement. |
Defaults shown are NVCA's recommended values — see NVCA's standard for all fields and options.
This template is a drafter's starting point. It does not constitute legal advice. Workflow support only. Not legal advice.