The Oregon Sample Series A Preferred Stock Purchase Agreement is a legal document that outlines the terms and conditions of the purchase of preferred stock by BirthdayExpress, Inc. from the Purchaser. This agreement establishes the rights and obligations of both parties involved in the transaction. The agreement provides a detailed description of the preferred stock being purchased, including the number of shares, their par value, and any special rights or privileges associated with this class of stock. It also specifies the purchase price per share and the total consideration for the transaction. Additionally, the agreement outlines the closing date and the conditions that must be met for the completion of the purchase. These conditions may include regulatory approvals, corporate authorizations, or securing any necessary consents. Furthermore, the agreement includes provisions related to representations and warranties made by both parties. The Purchaser represents that they have the legal authority to enter into the agreement, while BirthdayExpress, Inc. represents that they have the power to issue the preferred stock. These representations ensure the validity of the transaction and protect the interests of both parties involved. The Oregon Sample Series A Preferred Stock Purchase Agreement also addresses the rights and obligations of the Purchaser and BirthdayExpress, Inc. post-closing. This includes provisions related to dividends, voting rights, and any rights that may be triggered in the case of certain events, such as a sale of the company. There may be different types of Oregon Sample Series A Preferred Stock Purchase Agreements between BirthdayExpress, Inc. and the Purchaser, depending on specific variations or customizations required by the parties involved. Some variations may include different clauses related to liquidation preferences, anti-dilution protection, or redemption rights. These variations are often negotiated to meet the specific needs and circumstances of the transaction. In summary, the Oregon Sample Series A Preferred Stock Purchase Agreement is a crucial document for formalizing the purchase of preferred stock between BirthdayExpress, Inc. and the Purchaser. It outlines the terms, conditions, and rights associated with this transaction, ensuring clarity and protection for both parties involved.