A stock purchase agreement is the definitive contract between a company and each investor in a financing round. It records how stock is authorized, sold, and issued, along with closing dates, certificate delivery, representations, warranties, and conditions for both sides to close. section 6.3
Before treating the agreement as just paperwork, check that it addresses:
- The stock being authorized, sold, and issued. section 6.3
- Closing dates and delivery of stock certificates. section 6.3
- Company and investor representations and warranties. section 6.3
- Conditions governing the company’s and investors’ obligations to close. section 6.3
Where it fits
In either a priced round or a convertible-note round, the stock purchase agreement is one item in a broader financing package that can also include disclosure schedules, investor rights agreements, board and stockholder consents, and stock-plan amendments. section 6.3
