South Carolina Sample Series B Preferred Stock Purchase Agreement between BirthdayExpress, Inc. and Purchaser is a legally binding document outlining the terms and conditions of purchasing preferred stock in BirthdayExpress, Inc. It serves as a vital tool for both parties involved, ensuring clarity and protection of their rights and obligations. Keywords: South Carolina, Sample, Series B, Preferred Stock, Purchase Agreement, BirthdayExpress, Inc., Purchaser. In this agreement, BirthdayExpress, Inc., a company registered in South Carolina, agrees to issue and sell a designated number of shares of Series B Preferred Stock to the Purchaser, who agrees to purchase these shares. The agreement encompasses various clauses, provisions, and definitions that govern the transaction. It is important to note that there may be different variations of the South Carolina Sample Series B Preferred Stock Purchase Agreement between BirthdayExpress, Inc. and a Purchaser. These variations may depend on specific circumstances and the preferences of the parties involved. The agreement typically includes the following key sections: 1. Parties: Identifies the parties involved in the agreement, namely BirthdayExpress, Inc. as the "Company" and the Purchaser. 2. Subject of Agreement: Clearly states the intention to purchase and sell a designated number of shares of Series B Preferred Stock. 3. Purchase Price: Details the purchase price per share and any agreed-upon price adjustments. 4. Closing Date: Specifies the date on which the transaction will be finalized, and the stock purchase will take place. 5. Representations and Warranties: Outlines the representations and warranties made by both parties regarding their authority, ownership, and other relevant matters. 6. Conditions Precedent: Lists conditions that must be met for the agreement to become effective, such as obtaining necessary approvals and consents. 7. Covenants: Outlines the obligations and responsibilities of both parties during and after the purchase, ensuring compliance with laws, regulations, and agreements. 8. Indemnification: Defines the indemnification rights and obligations of the parties, protecting them from potential losses or liabilities. 9. Governing Law: Specifies that the agreement is governed by the laws of South Carolina, outlining the jurisdiction and venue for any disputes. 10. Entire Agreement: States that the written agreement and any attached schedules or exhibits represent the entire understanding between the parties, superseding any prior agreements or negotiations. Other possible variations of the South Carolina Sample Series B Preferred Stock Purchase Agreement between BirthdayExpress, Inc. and a Purchaser may include specific clauses such as anti-dilution provisions, voting rights, liquidation preferences, conversion rights, and protective provisions, among others. The exact terms and conditions will depend on the negotiations and needs of the parties involved.