Series B Preferred Stock Purchase Agreement between BirthdayExpress, Inc. and _______ (Purchaser) regarding sale and issuance of Series B Preferred Stock dated July 21, 1999. 27 pages
Vermont Sample Series B Preferred Stock Purchase Agreement between BirthdayExpress, Inc. and Purchaser serves as a legally binding document outlining the terms and conditions of the purchase of Series B Preferred Stock by the Purchaser from BirthdayExpress, Inc. This agreement sets forth the rights, privileges, and obligations of the parties involved in the transaction. Key Terms and Provisions: 1. Parties: The agreement identifies the parties involved in the transaction — BirthdayExpress, Inc. as the issuer of the Series B Preferred Stock and the Purchaser, who is acquiring the stock. 2. Purchase Price: The agreement specifies the purchase price, which is the consideration paid by the Purchaser to acquire the Series B Preferred Stock from BirthdayExpress, Inc. 3. Number of Shares: It details the number of Series B Preferred Stock shares being purchased by the Purchaser. The agreement may also mention the percentage ownership of the company represented by these shares. 4. Dividends: The agreement defines the dividends to be paid on the Series B Preferred Stock, including the frequency, rate, and preference over common stockholders. 5. Liquidation Preference: It outlines the liquidation preference of the Series B Preferred Stock, stating the priority of payment in the event of a liquidation, acquisition, or sale of the company. 6. Conversion Rights: The agreement may include provisions allowing the Purchaser to convert the Series B Preferred Stock into common stock, specifying the conversion ratio and any applicable conversion events. 7. Voting Rights: It discusses the voting rights associated with the Series B Preferred Stock, including any limitations or special voting provisions. 8. Redemption Rights: The agreement may grant BirthdayExpress, Inc. the right to redeem the Series B Preferred Stock under certain circumstances, outlining the redemption price and notice requirements. 9. Anti-Dilution Protection: It may provide anti-dilution provisions, protecting the Purchaser from future dilution in the event of additional stock issuance. 10. Representations and Warranties: Both parties make certain representations and warranties regarding their authority, ownership, and legal capacity to enter into this agreement. 11. Conditions to Closing: The agreement states the conditions that must be satisfied for the completion of the stock purchase, such as regulatory approvals or board resolutions. Types of Vermont Sample Series B Preferred Stock Purchase Agreements: 1. Series B Preferred Stock Purchase Agreement — Basic: This agreement covers the essential terms mentioned above, providing a comprehensive understanding of the stock purchase between BirthdayExpress, Inc. and the Purchaser. 2. Series B Preferred Stock Purchase Agreement — Investor-Focused: This agreement contains additional provisions protecting the Purchaser's interests, such as information rights, board representation, or preemptive rights. 3. Series B Preferred Stock Purchase Agreement — Company-Focused: This agreement primarily protects the interests of BirthdayExpress, Inc., with provisions that limit the Purchaser's influence or control over the company's affairs. These sample agreements serve as templates, providing a starting point for negotiations and customization to suit the specific needs of BirthdayExpress, Inc. and the Purchaser.
Vermont Sample Series B Preferred Stock Purchase Agreement between BirthdayExpress, Inc. and Purchaser serves as a legally binding document outlining the terms and conditions of the purchase of Series B Preferred Stock by the Purchaser from BirthdayExpress, Inc. This agreement sets forth the rights, privileges, and obligations of the parties involved in the transaction. Key Terms and Provisions: 1. Parties: The agreement identifies the parties involved in the transaction — BirthdayExpress, Inc. as the issuer of the Series B Preferred Stock and the Purchaser, who is acquiring the stock. 2. Purchase Price: The agreement specifies the purchase price, which is the consideration paid by the Purchaser to acquire the Series B Preferred Stock from BirthdayExpress, Inc. 3. Number of Shares: It details the number of Series B Preferred Stock shares being purchased by the Purchaser. The agreement may also mention the percentage ownership of the company represented by these shares. 4. Dividends: The agreement defines the dividends to be paid on the Series B Preferred Stock, including the frequency, rate, and preference over common stockholders. 5. Liquidation Preference: It outlines the liquidation preference of the Series B Preferred Stock, stating the priority of payment in the event of a liquidation, acquisition, or sale of the company. 6. Conversion Rights: The agreement may include provisions allowing the Purchaser to convert the Series B Preferred Stock into common stock, specifying the conversion ratio and any applicable conversion events. 7. Voting Rights: It discusses the voting rights associated with the Series B Preferred Stock, including any limitations or special voting provisions. 8. Redemption Rights: The agreement may grant BirthdayExpress, Inc. the right to redeem the Series B Preferred Stock under certain circumstances, outlining the redemption price and notice requirements. 9. Anti-Dilution Protection: It may provide anti-dilution provisions, protecting the Purchaser from future dilution in the event of additional stock issuance. 10. Representations and Warranties: Both parties make certain representations and warranties regarding their authority, ownership, and legal capacity to enter into this agreement. 11. Conditions to Closing: The agreement states the conditions that must be satisfied for the completion of the stock purchase, such as regulatory approvals or board resolutions. Types of Vermont Sample Series B Preferred Stock Purchase Agreements: 1. Series B Preferred Stock Purchase Agreement — Basic: This agreement covers the essential terms mentioned above, providing a comprehensive understanding of the stock purchase between BirthdayExpress, Inc. and the Purchaser. 2. Series B Preferred Stock Purchase Agreement — Investor-Focused: This agreement contains additional provisions protecting the Purchaser's interests, such as information rights, board representation, or preemptive rights. 3. Series B Preferred Stock Purchase Agreement — Company-Focused: This agreement primarily protects the interests of BirthdayExpress, Inc., with provisions that limit the Purchaser's influence or control over the company's affairs. These sample agreements serve as templates, providing a starting point for negotiations and customization to suit the specific needs of BirthdayExpress, Inc. and the Purchaser.