Nassau New York Sample Series A Preferred Stock Purchase Agreement: The Nassau New York Sample Series A Preferred Stock Purchase Agreement represents a legally binding contract between BirthdayExpress, Inc. (the "Company") and the Purchaser. This agreement outlines the terms and conditions regarding the purchase of the Company's Series A Preferred Stock by the Purchaser. The Series A Preferred Stock Purchase Agreement defines the rights, privileges, and preferences associated with the Series A Preferred Stock. It serves as a framework for the investment and protection of the Purchaser's interests. This agreement establishes the obligations and responsibilities of both parties involved. Key provisions within the Nassau New York Sample Series A Preferred Stock Purchase Agreement include: 1. Purchase Price: The agreement specifies the agreed-upon purchase price for the Series A Preferred Stock. 2. Conditions Precedent: It outlines the conditions that must be met by both parties prior to the completion of the stock purchase. 3. Representations and Warranties: The agreement details the statements made by both the Company and the Purchaser regarding their financial standing and legal authority for the transaction. 4. Voting and Conversion Rights: This section explains the voting and conversion rights associated with the Series A Preferred Stock, including the conversion ratio and any preferential treatment. 5. Liquidation Preference: The agreement outlines the liquidation preference rights for the Series A Preferred Stock in the event of a corporate sale or dissolution. 6. Transfer Restrictions: It specifies any restrictions on the transfer of the Series A Preferred Stock, including consent requirements or rights of first refusal. 7. Governing Law and Dispute Resolution: This section identifies the applicable laws and the agreed-upon dispute resolution mechanism. Other types of Nassau New York Sample Series A Preferred Stock Purchase Agreements between BirthdayExpress, Inc. and the Purchaser may include variations in specific terms, such as the purchase price, voting rights, conversion rates, and liquidation preferences. These variations may stem from negotiations between the parties or changes in circumstances that require customized agreements to meet their specific needs. It is essential for both the Company and the Purchaser to thoroughly review and understand the terms and conditions outlined in the Nassau New York Sample Series A Preferred Stock Purchase Agreement. Legal counsel should be consulted to ensure compliance with relevant laws and to protect the interests of both parties involved in the stock purchase transaction.