Try Para
← All workflows

Series a Spa

Draft Series A Stock Purchase Agreements in Minutes

14 minutes with Para

Explore this workflow

Get started with Para

Para is an AI colleague for legal teams. Send it this work by email, Teams or Slack, and it hands back the finished document.

14 minutes with Para

What you'll need

  • Executed Term Sheet
  • Capitalization Table
  • Certificate of Incorporation & Bylaws

Plans from $20 a month, with usage included.

Workflow

Overview

CaseMark's Series A SPA skill drafts comprehensive, market-standard Stock Purchase Agreements for venture capital financings. By analyzing your term sheet, cap table, and organizational documents, the AI produces a complete SPA with properly structured purchase mechanics, rep/warranty packages, indemnification provisions, and closing conditions—all following NVCA model document conventions.

Drafting a Series A Stock Purchase Agreement is one of the most time-intensive tasks in venture capital practice. Attorneys must manually translate term sheet economics into precise legal language, reconcile share counts and pricing across multiple schedules, coordinate defined terms with four or more ancillary agreements, and ensure compliance with federal and state securities laws—all under intense deal timeline pressure.

CaseMark automates the heavy lifting of Series A SPA drafting by ingesting your term sheet, cap table, and organizational documents to produce a complete, NVCA-aligned agreement. The AI handles share count reconciliation, cross-document coordination, and comprehensive rep/warranty generation, freeing attorneys to focus on negotiation strategy and deal-specific customization rather than document assembly.

How to hand this to Para

  1. 1. Send Para the files

    Email them, drop them in a Teams or Slack message, or upload them.

  2. 2. Para runs the Series a Spa skill

    It works from your files and checks its citations against the record.

  3. 3. The finished document comes back

    Para returns it where you asked, usually as a DOCX, and offers the next step.

Example request · email, Teams or Slack
Para, run the Series a Spa skill for the Garcia matter. I've attached the Executed Term Sheet, Capitalization Table and Certificate of Incorporation & Bylaws. Send the finished draft back here as a DOCX.

What Para does

  1. 1. Upload your executed term sheet, cap table, and organizational documents
  2. 2. AI analyzes deal terms and drafts a complete Series A SPA following NVCA conventions
  3. 3. Review and customize representations, closing conditions, and indemnification provisions
  4. 4. Export the finalized agreement in your preferred format (DOCX, PDF)

What you get

  • Definitions & Preamble

  • Purchase & Sale Mechanics

  • Company Representations & Warranties

  • Purchaser Representations & Warranties

  • Conditions to Closing

  • Indemnification Provisions

  • Miscellaneous & General Provisions

  • Schedule of Purchasers

  • Disclosure Schedules Framework

What it handles

  • NVCA-aligned SPA structure with full article-by-article drafting

  • Comprehensive rep and warranty packages for Company and Purchasers

  • Automated Schedule of Purchasers with share count and price reconciliation

  • Indemnification provisions with customizable caps, baskets, and survival periods

  • Multi-closing and secondary sale mechanics support

  • Cross-referenced ancillary document coordination (IRA, Voting, ROFR/Co-Sale)

Required documents

  • Executed Term Sheet

    The signed term sheet containing economic terms, governance provisions, and key deal parameters for the Series A financing.

    .pdf, .docx

  • Capitalization Table

    Current cap table showing all outstanding equity, stock options, warrants, and convertible instruments.

    .pdf, .xlsx, .csv

  • Certificate of Incorporation & Bylaws

    The company's current organizational documents including any prior amendments.

    .pdf, .docx

Supporting documents

  • Prior Financing Documents

    Previous round SPAs, SAFEs, convertible notes, or other financing agreements that may affect the current round.

    .pdf, .docx

  • Investor Details Schedule

    Legal names, entity types, jurisdictions of organization, and notice addresses for all participating investors.

    .pdf, .docx, .xlsx

  • Due Diligence Materials

    Key financials, IP assignments, material contracts, litigation summaries, and employment agreements for disclosure schedule preparation.

    .pdf, .docx, .zip

Why teams use it

Reduce SPA drafting time from days to minutes while maintaining NVCA-standard quality

Eliminate manual reconciliation errors between term sheet economics and agreement schedules

Ensure consistent cross-referencing across the full suite of ancillary financing documents

Accelerate deal closings with comprehensive first drafts that minimize revision cycles

Questions

Does the AI follow NVCA model document conventions?

Yes. CaseMark drafts Series A SPAs following NVCA model document conventions by default. If your term sheet specifies alternative structures or non-standard terms, the AI adapts the draft accordingly.

Can it handle multiple closings and secondary sales?

Absolutely. CaseMark supports both single and multiple closing structures, including deadline provisions, minimum/maximum amounts, and price parity mechanics. Secondary sale provisions with separate seller delivery obligations are also fully supported.

How does it coordinate with ancillary financing documents?

CaseMark cross-references all concurrent Transaction Documents including the Amended Certificate of Incorporation, Investors' Rights Agreement, Voting Agreement, and ROFR/Co-Sale Agreement. This ensures consistent defined terms and proper closing condition alignment across the full document suite.

What level of customization is available for reps and warranties?

CaseMark generates a comprehensive rep and warranty package covering financials, IP, material contracts, litigation, employment, and more. You can customize qualification standards, knowledge qualifiers, materiality thresholds, and disclosure schedule references to match your deal's risk profile.

Is the output ready for client delivery?

CaseMark produces a substantially complete first draft that follows market-standard conventions and reconciles with your term sheet economics. Attorney review is recommended before client delivery to verify deal-specific nuances, jurisdiction-specific requirements, and client preferences.

How does CaseMark handle securities law compliance provisions?

The AI includes standard securities law representations, transfer restrictions, and legend requirements consistent with Regulation D and applicable state blue sky exemptions. CaseMark flags areas where jurisdiction-specific filings or additional compliance steps may be required.

Related

30b6 Corporate Rep

Master 30(b)(6) Depositions in Minutes, Not Hours

30b6 Deposition

Master 30(b)(6) Depositions in Minutes, Not Hours

Abstract of Judgment

Draft Judgment Abstracts in Minutes, Not Hours