Title: Virgin Islands Sample Series B Preferred Stock Purchase Agreement between BirthdayExpress, Inc. and Purchaser Introduction: The Virgin Islands Sample Series B Preferred Stock Purchase Agreement is a legally binding document that provides detailed terms and conditions for the purchase of Series B preferred stock by the Purchaser from BirthdayExpress, Inc. This agreement outlines the rights, obligations, and protections for both parties involved. Variations of this agreement may include different preferences or provisions to meet specific requirements. Key Terms: 1. Parties: The agreement identifies the involved parties as BirthdayExpress, Inc. (the "Company") and the Purchaser. 2. Series B Preferred Stock: The agreement outlines the specific details regarding the Series B preferred stock being purchased, including the number of shares, par value, and dividend preferences. 3. Purchase Price: The agreement states the agreed-upon purchase price for the Series B preferred stock, which may include upfront payment or specific payment terms. 4. Closing: The agreement specifies the date and location of the closing of the stock purchase transaction. 5. Representations and Warranties: Both parties provide various representations and warranties, ensuring the accuracy of the information provided and guaranteeing the compliance with applicable laws. 6. Voting Rights: The agreement details the voting rights associated with the Series B preferred stock, including preferred voting or multiple-vote rights. 7. Dividends: It specifies the terms and conditions for the payment of dividends on the Series B preferred stock, such as dividend rate, priority, and cumulative or non-cumulative nature. 8. Liquidation Preference: The agreement outlines the order and extent of preferred stockholders' rights in case of liquidation or dissolution of the Company. 9. Anti-Dilution Protection: This provision protects the Purchaser's ownership percentage in the event of any future issuance of additional shares or securities by the Company. 10. Redemption Rights: The agreement may include provisions allowing the Company or Purchaser to redeem the Series B preferred stock under certain conditions. 11. Conversion: It may outline the terms and conditions under which the Series B preferred stock can be converted into common shares of the Company. Conclusion: The Virgin Islands Sample Series B Preferred Stock Purchase Agreement between BirthdayExpress, Inc. and Purchaser is a comprehensive legal document that details the terms and conditions for the purchase of Series B preferred stock. Various specific provisions and preferences may exist in different variations of this agreement to meet the unique needs of the involved parties. It is essential to consult legal professionals when drafting or entering into such agreements to ensure compliance with applicable laws and protection for both parties.