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Series A Preferred Stock Purchase Agreement
The definitive purchase agreement under which venture investors subscribe for Series A Preferred Stock, containing purchase mechanics, the full set of company and investor representations, closing conditions, covenants, and post-closing indemnification.
What is a Series A Preferred Stock Purchase Agreement?
A Series A Preferred Stock Purchase Agreement is the definitive purchase agreement under which venture investors subscribe for Series A Preferred Stock, containing purchase mechanics, the full set of company and investor representations, closing conditions, covenants, and post-closing indemnification.
Built for early-stage private companies raising a priced Series A round from institutional venture investors, together with the lead investor and the syndicate joining the financing. The Company and each Investor sign it, company counsel and lead investor counsel negotiate it, and it is delivered alongside the Amended and Restated Certificate of Incorporation, Investors' Rights Agreement, Voting Agreement, and Right of First Refusal and Co-Sale Agreement.
Series A Preferred Stock Purchase Agreement template, current for 2026
The 2026 form carries CCPA/CPRA and other state privacy-law representations, an AI and algorithmic-systems representation covering training-data provenance and open-source model licensing, a digital-asset activities representation, refreshed FCPA, OFAC, and sanctions language, a delayed-closing (rolling Series A) structure with pro rata reallocation, a data-privacy indemnity carve-out from the standard survival cap, and current electronic-signature and JAMS-arbitration alternatives.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Series A Preferred Stock Purchase Agreement as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- Full legal name of the Company Use the exact name on the certificate of incorporation, including 'Inc.' or 'Corp.'
- State of incorporation Nearly all venture-backed companies are Delaware C-corporations; select accordingly.
- Company's principal executive office address This becomes the address for notices to the Company.
- Target initial closing date The date the initial tranche of shares will be issued and funded. Additional closings may occur within a set window after this date.
- Series designation Almost always 'Series A' for a first priced round. Use 'Series A-1' or 'Series Seed' if the Company has already issued a prior priced series.
- Price per share of the Preferred Stock (USD) The Original Issue Price. Typically derived by dividing the pre-money valuation by the fully-diluted pre-money share count.
- Aggregate number of Series A shares authorized for sale Total shares issuable to all investors across the initial and any additional closings.
- Aggregate purchase price for the round (USD) Equal to price per share multiplied by the aggregate share count. This drives most economic covenants.
- Pre-money valuation (USD) Used for the recital and the capitalization exhibit; investors will confirm against the fully-diluted cap table.
- Lead investor name The investor negotiating on behalf of the syndicate. Their counsel typically prepares the closing binder.
- Lead investor's counsel Named in the notice provisions and for the opinion delivery, if any.
- Will there be additional closings after the initial closing? Common when the round is oversubscribed or when strategic investors need extra time. If yes, a follow-on window (usually 60 to 120 days) is included.
- Additional closing window (days after initial closing) The number of days after the initial closing during which additional investors may join at the same price per share.
- Will an indemnification escrow be used? Uncommon for a pure Series A but occasionally requested by strategic investors. If yes, a percentage of proceeds is held back for the survival period.
- Escrow percentage of aggregate proceeds Typically 5 to 15 percent held with a third-party escrow agent for the survival period.
- Post-closing company indemnification regime A priced Series A ordinarily has NO post-closing company indemnity or survival (the NVCA and Cooley GO forms carry none); investor protection runs through closing conditions and the cap table. Select 'None' for standard venture practice. Select an indemnity regime only where an escrow is used or a strategic investor requires post-closing recourse. Leaving this blank defaults to the standard no-indemnity form (a mutual brokers indemnity is always included).
- Intended use of proceeds The Company covenants to use proceeds substantially in line with this description. Avoid overly specific commitments the Board may later need to revisit.
- Does the Company have any subsidiaries? If yes, disclosure will be required and the representations extend to the subsidiaries.
- Does the Company process personal data (including from California or EU residents)? Switches the CCPA/CPRA and GDPR data-privacy representation on or off. Nearly every SaaS or consumer business today should select 'Yes.'
- Does the Company develop, train, or deploy AI or algorithmic models as part of its products or operations? If yes, an AI-specific representation is included covering training-data provenance, open-source model licensing, and known model risks.
- Does the Company hold, transact in, or offer products involving digital assets or cryptocurrency? If yes, a targeted representation covering money-transmission, custody, and sanctions screening is added.
- Does the syndicate include a foreign, strategic, or corporate investor that may trigger CFIUS or HSR review? Select 'Yes' if any investor is a non-US person or a large strategic/corporate participant. This adds an HSR waiting-period and CFIUS closing condition. Investment-size and control tests determine actual applicability; confirm with antitrust and national-security counsel.
- Named individuals comprising the Company's 'Knowledge' group The specific officers whose actual knowledge (after reasonable inquiry) qualifies the Company's knowledge-based representations. Naming the group avoids ambiguity. Leave blank to default to the CEO, CFO, and CTO.
- Per-Investor indemnification cap (as a % of each investor's purchase price) Series A indemnification (outside of fundamental reps) is usually capped at 10 to 25 percent of proceeds. Fundamental reps and fraud carve out of the cap. Only used if an indemnity regime is selected.
- Indemnification basket (USD threshold before claims can be brought) A deductible-style threshold below which no claims may be made. Typical range: $25,000 to $100,000. Only used if an indemnity regime is selected.
- Survival period for representations & warranties (months post-closing) Series A survival is typically 12 to 24 months. Fundamental reps and fraud typically survive indefinitely or until the statute of limitations. Also sets the escrow release date if an escrow is used.
- Governing law Delaware is standard for Delaware-incorporated venture-backed companies.
- Dispute resolution forum Chancery Court is customary for Delaware venture deals. Confidential JAMS arbitration is sometimes preferred by strategics.
- Company signatory name Usually the CEO.
- Company signatory title
Frequently asked
About the Series A Preferred Stock Purchase Agreement and how HDAi works.
What is a Series A Preferred Stock Purchase Agreement? +
A Series A Preferred Stock Purchase Agreement is the definitive purchase agreement under which venture investors subscribe for Series A Preferred Stock. It contains the purchase mechanics, the full set of company and investor representations, closing conditions, covenants, and post-closing indemnification. Early-stage private companies raising a priced Series A round from institutional venture investors use it, together with the lead investor and the syndicate joining the financing. The Company and each Investor sign it, company counsel and lead investor counsel negotiate it, and it is delivered alongside the Amended and Restated Certificate of Incorporation, Investors' Rights Agreement, Voting Agreement, and Right of First Refusal and Co-Sale Agreement.
Is HDAi's Series A Preferred Stock Purchase Agreement legally binding? +
The Series A Preferred Stock Purchase Agreement HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. If you want a licensed Hart David Carson attorney to finish it, book a planning call. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs; for any other draft, an Illinois attorney will tell you on the call what finishing it would involve.
Do I need a lawyer to use this Series A Preferred Stock Purchase Agreement? +
You can generate and download the Series A Preferred Stock Purchase Agreement in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this Series A Preferred Stock Purchase Agreement current for 2026? +
The 2026 form carries CCPA/CPRA and other state privacy-law representations, an AI and algorithmic-systems representation covering training-data provenance and open-source model licensing, a digital-asset activities representation, refreshed FCPA, OFAC, and sanctions language, a delayed-closing (rolling Series A) structure with pro rata reallocation, a data-privacy indemnity carve-out from the standard survival cap, and current electronic-signature and JAMS-arbitration alternatives.
How long does the Series A Preferred Stock Purchase Agreement take? +
The interview takes about 45-90 minutes to complete (29 questions), depending on how much you already know; allow 3-5 business days for counsel review and negotiation. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Series A Preferred Stock Purchase Agreement work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
Fundraising & Equity
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