Connecticut Sample Series B Preferred Stock Purchase Agreement between BirthdayExpress, Inc. and Purchaser 1. Introduction: This Sample Series B Preferred Stock Purchase Agreement (the "Agreement") is entered into between BirthdayExpress, Inc. (the "Company") and the Purchaser. This Agreement outlines the terms and conditions of the preferred stock purchase. 2. Parties Involved: The Agreement is between the Company, a corporation organized and existing under the laws of the state of Connecticut, and the Purchaser, an individual or entity interested in purchasing Series B Preferred Stock of the Company. 3. Terms and Definitions: a) Series B Preferred Stock: Refers to the specific class of preferred stock being offered by the Company to the Purchaser. b) Purchase Price: The agreed-upon amount that the Purchaser will pay in exchange for the Series B Preferred Stock. c) Closing Date: The date on which the purchase of the Series B Preferred Stock is finalized. 4. Purchase and Sale: a) Number of Shares: Specify the number of Series B Preferred Stock shares being purchased by the Purchaser. b) Purchase Price: Define the purchase price for the shares, including details of any payment structure or milestones. c) Payment Terms: Outline the payment terms, including any installment payments or escrow arrangements. d) Closing Conditions: Specify the conditions that need to be met before the closing of the transaction. 5. Representations and Warranties: a) Company's Representations: Provide the Company's assertions about its current financial status, ownership of shares, and legal compliance. b) Purchaser's Representations: Outline the Purchaser's declarations about their legal capacity and ability to enter into the Agreement. 6. Closing: a) Delivery of Securities: Detail the process of transferring the shares to the Purchaser upon closing. b) Closing Documents: List the required documents to be executed during the closing. c) Legal Expenses: Define the allocation of legal expenses related to the preparation and execution of the Agreement. This is just a general example of a Connecticut Sample Series B Preferred Stock Purchase Agreement. Please note that various types and versions of such agreements can exist, which may differ in terms of specific provisions, rights, and obligations. It is crucial to consult legal professionals and obtain appropriate legal advice when drafting or entering into any agreement.