Maryland Sample Series A Preferred Stock Purchase Agreement is a legally binding document that outlines the terms and conditions for the purchase and sale of preferred stock in BirthdayExpress, Inc. by a purchaser. This agreement is specific to Maryland jurisdiction and governs the relationship between the parties involved. The agreement typically includes essential clauses such as: 1. Parties: Clearly identifies the buyer (Purchaser) and the seller (BirthdayExpress, Inc.), along with their respective addresses and contact details. 2. Consideration: Specifies the purchase price for the preferred stock, including the method and timeline of payment. 3. Stock Description: Provides a detailed description of the preferred stock being purchased, including the number of shares, class designation, voting rights, and any special rights or privileges attached to the stock. 4. Closing Conditions: Outlines the conditions that must be fulfilled before the transaction can be completed, such as regulatory approvals or shareholder consent. 5. Representations and Warranties: Contains statements from both parties regarding the accuracy of the information provided, the title and ownership of the stock, and any necessary disclosures. 6. Indemnification: Sets forth the conditions for one party to compensate the other for any losses, claims, or damages arising from a breach of the agreement's terms. 7. Governing Law and Jurisdiction: Specifies that the agreement is subject to Maryland law and designates a specific jurisdiction for any legal disputes that may arise. Different types of Maryland Sample Series A Preferred Stock Purchase Agreements between BirthdayExpress, Inc. and the Purchaser may be variations that account for specific provisions required by the parties. These variations might include: 1. Maryland Sample Series A Preferred Stock Purchase Agreement with Anti-Dilution Rights: This type of agreement includes provisions that protect the investor's ownership percentage in the event of future stock issuance sat a lower valuation. 2. Maryland Sample Series A Preferred Stock Purchase Agreement with Liquidation Preferences: This agreement provides the investor with a preferred return upon the liquidation or sale of the company before common stockholders. 3. Maryland Sample Series A Preferred Stock Purchase Agreement with Board Representation: In certain cases, the purchaser may negotiate board representation or observer rights as part of the agreement. It is important to note that the specific terms and variants of the Maryland Sample Series A Preferred Stock Purchase Agreement will depend on the negotiation between BirthdayExpress, Inc. and the Purchaser, reflecting the unique circumstances and requirements of the parties involved.