Nevada Sample Series B Preferred Stock Purchase Agreement This Nevada Sample Series B Preferred Stock Purchase Agreement ("Agreement") is entered into between BirthdayExpress, Inc. ("Company") and the Purchaser ("Buyer"). This Agreement outlines the terms and conditions of the preferred stock purchase by the Buyer from the Company. The Agreement includes various key provisions that protect the interests of both parties involved. Some essential elements covered in this Agreement are: 1. Parties: Clearly identifies the Company as BirthdayExpress, Inc. and the Buyer as the Purchaser entering into the Agreement. 2. Stock Purchase: Specifies that the Buyer will purchase a specific number of Series B Preferred Stock from the Company for a predetermined price per share. 3. Purchase Price: Defines the purchase price per share and the total purchase price to be paid by the Buyer for the preferred stock. 4. Closing Date: States the date on which the stock purchase will be finalized and the ownership of the preferred stock will transfer to the Buyer. 5. Representations and Warranties: Outlines the representations and warranties made by the Company and the Buyer regarding their legal capacity, authority to enter into the Agreement, and any specific information pertaining to the preferred stock purchase. 6. Conditions for Closing: Details the conditions that need to be met before the closing of the transaction, such as obtaining necessary approvals, completion of due diligence, and compliance with any relevant laws or regulations. 7. Governing Law and Jurisdiction: Specifies that the Agreement is governed by the laws of Nevada and any disputes arising from the Agreement will be resolved within the state's jurisdiction. There may be various types or iterations of the Nevada Sample Series B Preferred Stock Purchase Agreement, each tailored to suit specific circumstances or requirements. However, the primary focus remains on the purchase of Series B Preferred Stock by the Buyer from BirthdayExpress, Inc. It is recommended to consult legal professionals or attorneys to customize the Agreement according to the specific needs and objectives of both the Company and the Purchaser. This will help ensure all essential terms, conditions, and provisions are appropriately addressed, promoting a clear understanding and a mutually beneficial transaction.