Nebraska Sample Series B Preferred Stock Purchase Agreement between BirthdayExpress, Inc. and Purchaser This Nebraska Sample Series B Preferred Stock Purchase Agreement (the "Agreement") is entered into between BirthdayExpress, Inc. (referred to as "Company") and Purchaser. This Agreement outlines the terms and conditions of the purchase of Series B Preferred Stock in a designated number of shares by the Purchaser. The Series B Preferred Stock represents an ownership interest in the Company, providing certain rights and privileges to the Purchaser. By entering into this Agreement, both parties acknowledge and agree to the following: 1. Purchase and Sale of Series B Preferred Stock: — The Purchaser shall purchase the designated number of shares of Series B Preferred Stock. — The Company shall issue and sell the Series B Preferred Stock to the Purchaser at the agreed-upon purchase price per share. 2. Consideration: — The consideration for the Series B Preferred Stock shall be paid by the Purchaser to the Company in the manner described within the Agreement. — The payment may include cash, promissory notes, or other mutually agreed-upon forms of consideration. 3. Rights and Preferences: — The Series B Preferred Stock carries certain rights and preferences, including but not limited to dividend preferences, liquidation preferences, and voting rights. — Details regarding the specific rights and preferences of the Series B Preferred Stock shall be provided in the attached exhibit or appendix. 4. Representations and Warranties: — Both the Company and the Purchaser shall provide representations and warranties, ensuring that they have the necessary authority and capacity to enter into this Agreement. — Representations and warranties may include issues related to organization, authority, intellectual property, financial standing, and compliance with applicable laws and regulations. 5. Conditions to Closing: — The Agreement outlines the conditions that must be fulfilled before the closing of the transaction. — These conditions typically include regulatory approvals, consent from relevant parties, and the accuracy of representations and warranties. 6. Governing Law and Jurisdiction: — The Agreement shall be governed and construed according to the laws of the state of Nebraska. — Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Nebraska. Other Types of Nebraska Sample Series B Preferred Stock Purchase Agreements: — Nebraska Sample Series B Preferred Stock Purchase Agreement with Voting Rights Variation — Nebraska Sample Series B Preferred Stock Purchase Agreement with Conversion Rights Variation — Nebraska Sample Series B Preferred Stock Purchase Agreement with Anti-Dilution Protection Variation It is important to note that this is a generic description of a Nebraska Sample Series B Preferred Stock Purchase Agreement. The specific terms, conditions, and provisions may vary depending on the actual agreement and the parties involved. It is advisable to consult legal professionals when drafting or entering into such agreements.