A Nebraska Sample Series A Preferred Stock Purchase Agreement is a legally binding document between BirthdayExpress, Inc. (the "Company") and a Purchaser (the "Investor"), outlining the terms and conditions of the purchase of Series A Preferred Stock by the Investor from the Company. This agreement is specific to the state of Nebraska and governs the relationship between the two parties. The Series A Preferred Stock is a type of equity security that offers certain preferential rights and privileges to the Investor over holders of common stock. It generally entitles the Investor to priority in liquidation, dividends, and other corporate actions, providing them with added protection and potential financial benefits. Key provisions included in this Nebraska Sample Series A Preferred Stock Purchase Agreement may cover aspects such as: 1. Purchase Price: The agreement will stipulate the total consideration to be paid by the Investor for the Series A Preferred Stock issued by the Company. 2. Number of Shares: The document will list the number of Series A Preferred Stock shares being purchased by the Investor. 3. Investor Representations and Warranties: The Investor will provide various representations and warranties verifying their financial status, authority to enter into the agreement, and compliance with relevant laws and regulations. 4. Voting Rights: The agreement will outline the Investor's voting rights, including any special voting provisions related to the Series A Preferred Stock. 5. Conversion Rights: It may define the conditions and process for converting the Series A Preferred Stock into common stock, allowing the Investor the flexibility to convert their investment as desired. 6. Liquidation Preference: The agreement should specify the order in which the Investor will receive proceeds upon liquidation, ensuring their priority over other equity holders. 7. Dividend Provisions: The agreement may outline any cumulative or non-cumulative dividend obligations owed to the Investor and establish the conditions under which dividends will be paid. 8. Anti-Dilution Protection: The document may include provisions protecting the Investor from dilution in the event of future issuance of equity securities by the Company. It's important to note that this description encompasses a general overview of a Nebraska Sample Series A Preferred Stock Purchase Agreement and that specific agreements may vary in their terms and conditions.