# NVCA Model Stock Purchase Agreement

Series preferred stock purchase agreement for venture capital financings, covering purchase terms, representations, and closing conditions.

**Download from NVCA:** https://nvca.org/wp-content/uploads/2025/10/NVCA-Model-SPA-10-28-2025-1.docx

_NVCA model documents are freely downloadable but not redistributable._

## Cover page fields

| Field | Description |
| --- | --- |
| 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._