Common use of Representations of the Purchaser Clause in Contracts

Representations of the Purchaser. The Purchaser represents and warrants as follows: (a) It is the intent of the Purchaser that its purchase of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws. (b) Purchaser will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under the Securities Act or in transactions which do not require registration under the Securities Act. (c) Purchaser is a corporation duly organized and validly existing under the laws of the State of California is in good standing under such laws and has all requisite corporate powers and authority to enter into this Agreement. (d) On or prior to the date of the initial Closing, Purchaser will have taken all action necessary for the authorization, execution, delivery and performance of this Agreement. (e) Purchaser has (i) reviewed this Agreement, and the written statements, and documents, delivered to Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from the Company as to matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stock. (f) Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in financial and business matters to evaluate the merits and risks of the investment represented by this Agreement; (iii) is able to bear the economic risk of the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunities. (g) Purchaser is acquiring the Restricted Common Stock for its own account and with its general assets for the purpose of investment and not with a view to the resale, transfer or distribution thereof, and has no present intention of selling, transferring, negotiating or otherwise disposing of any Restricted Common Stock. Notwithstanding anything in this Agreement to the contrary, it is agreed that the Purchaser shall have the right to assign or transfer the Restricted Common Stock to its Affiliates at any time without the consent of the Company.

Representations of the Purchaser. The In connection with the Initial Contribution and issuance of the Units, the Purchaser hereby represents and warrants to the Company as follows: (a) It is The Purchaser understands that (i) the intent Units have not been registered under the Securities Act, nor qualified under the securities laws of any other jurisdiction, (ii) the Purchaser that its purchase of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration Units cannot be resold unless they are subsequently registered under the Securities Act and qualified under applicable state securities laws, unless the Company determines that exemptions from such registration and qualification requirements are available, and (iii) except as otherwise set forth in the Operating Agreement, the Purchaser has no right to require such registration or qualification; (b) The Units to be acquired by the Purchaser pursuant to this Agreement will be acquired for such Purchaser’s own account and not with a view to, or intention of, distribution thereof in violation of 1933, as amended (the "Securities Act") and , or any applicable state securities laws. (b) Purchaser , and the Units will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under be disposed of in contravention of the Securities Act or in transactions which do not require registration under the Securities Act.any applicable state securities laws; (c) The Purchaser is a corporation duly organized and validly existing under the laws of the State of California is in good standing under such laws and has all requisite corporate powers and authority to enter into this Agreement. (d) On or prior to the date of the initial Closing, Purchaser will have taken all action necessary for the authorization, execution, delivery and performance of this Agreement. (e) Purchaser has (i) reviewed this Agreement, and the written statements, and documents, delivered to Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from the Company as to matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stock. (f) Purchaser either (i) has had a preexisting personal or business relationship with the risks involved in the investment represented by this Agreement explained; Company or its principals or (ii) has substantial knowledge and experience in financial and business matters to evaluate matters, has specific experience making investment decisions of a similar nature, and is capable, without the use of a financial advisor, of utilizing and analyzing the information made available in connection with the acquisition of the Units and of evaluating the merits and risks of an investment in the Units and protecting the Purchasers own interests in connection with this transaction. The Purchaser will provide the Company, upon request, with such information concerning any prior investment represented by this Agreement; experience, business or professional experience and other information as the Company may reasonably request to further evaluate the foregoing representations; (iiid) The Purchaser has carefully reviewed and understands the risks of, and other considerations relating to, an investment in the Units; (e) The Purchaser is able to bear the economic risk of such Purchaser’s investment in the investment represented by this Units for an indefinite period of time because the Units have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available and are subject to additional restrictions as provided herein; (f) The Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Units and has had full access to such other information concerning the Company as the Purchaser has requested. Without limiting the generality of the foregoing, the Purchaser has been provided with copies of the Operating Agreement (including a complete loss and has had an opportunity to review and ask questions and receive satisfactory answers concerning the terms and conditions of this investment); and (iv) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunities.such Operating Agreement; (g) The Purchaser is acquiring a resident and domiciliary of the Restricted Common Stock for its own account state or other jurisdiction hereinafter set forth opposite the Purchasers signature and with its general assets for the purpose of investment and not with a view to the resale, transfer or distribution thereof, and Purchaser has no present intention of selling, transferring, negotiating or otherwise disposing becoming a resident of any Restricted Common Stockother state or jurisdiction. Notwithstanding anything in If the Purchaser is a resident and domiciliary of a state that requires the Company to ascertain certain other information regarding the Purchaser, the Company may attach a page to this Agreement containing additional representations required by such state to be made by the contraryPurchaser in connection with the Purchasers investment in the Units, it is agreed that and by signing this Agreement, the Purchaser shall be deemed to have the right made such additional representations to assign or transfer the Restricted Common Stock to its Affiliates at any time without the consent of the Company; and (h) The Purchaser has not received and is not relying upon any written literature other than the Operating Agreement, and has not received and is not relying upon any oral representations which are in any manner inconsistent with the written information contained therein.

Representations of the Purchaser. The Each Purchaser hereby represents and warrants to, and agrees with, the Company as follows: (a) 6.1 It is the intent an “accredited investor” as that term is defined in Rule 501(a) of the Purchaser that its purchase of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws. (b) Purchaser will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under the Securities Act or in transactions which do not require registration Regulation D promulgated under the Securities Act. (c) 6.2 If a natural person, the Purchaser is: a bona fide resident of the state contained in the address set forth on Schedule A as the Purchaser’s home address; at least 21 years of age; and legally competent to execute this Agreement. If an entity, the Purchaser is a corporation duly organized authorized to execute this Agreement and validly existing under this Agreement constitutes the laws legal, valid and binding obligation of the State of California is Purchaser enforceable against the Purchaser in good standing under such laws and has all requisite corporate powers and authority to enter into this Agreementaccordance with its terms. (d) On or prior to 6.3 The Purchaser is familiar with the date Company’s business, plans and financial condition, the terms of the initial Closing, Purchaser will have taken all action necessary for offering of the authorization, execution, delivery and performance of this Agreement. Units (e) Purchaser has (i) reviewed this Agreementthe “Offering”), and the written statements, and documents, delivered to Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from the Company as to any other matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business conditionOffering; the Purchaser has received all materials that have been requested by the Purchaser; the Purchaser has had a reasonable opportunity to ask questions of the Company and its representatives; and the Company has answered all inquiries that the Purchaser or the Purchaser’s representatives have put to it. The Purchaser has had access to all additional non-confidential information necessary to verify the accuracy of the information set forth in this Agreement and any other materials furnished herewith, prospects and plans as has taken all the steps necessary to evaluate the merits and risks of acquiring an investment as proposed hereunder. Without limiting the Restricted Common Stockforegoing, the Purchaser acknowledges that it has reviewed certain information regarding the Company, its business and the terms of this Offering, including but limited to, the information contained in the Offering Document dated July 22, 2003 (the “Offering Document”). The Purchaser acknowledges it has informed been advised by the Company that Purchaser the SEC is relying on all such information reviewing the Company’s Public Filings, including the Form 10-K, and documents in making its decision to purchase as a result the Restricted Common StockCompany’s Public Filings may be amended. (f) 6.4 The Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has such knowledge and experience in financial finance, securities, investments and other business matters so as to evaluate be able to protect the merits interests of the Purchaser in connection with this transaction, and the Purchaser’s investment in the Company hereunder is not material when compared to the Purchaser’s total financial capacity. 6.5 The Purchaser understands the various risks of an investment in the Company as proposed herein, including without limitation those set forth in the Offering Document and in the Public Filings, and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. 6.6 The Purchaser acknowledges that no market for the Units currently exists and none may develop in the future and that the Purchaser may find it impossible to liquidate the investment represented at a time when it may be desirable to do so, or at any other time. 6.7 The Purchaser has been advised by the Company that the Units have not been registered under the Securities Act, that the Securities will be issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering and under exemptions under certain state securities laws, that this transaction has not been reviewed by, passed on or submitted to any federal or state agency or self-regulatory organization where an exemption is being relied upon, and that the Company’s reliance thereon is based in part upon the representations made by the Purchaser in this Agreement; . The Purchaser acknowledges that the Purchaser has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Units. In particular, the Purchaser agrees that the Company shall not be required to give any effect to sale, assignment or transfer, unless (i) the sale, assignment or transfer of such Units is registered under the Securities Act, it being understood that the Units are not currently registered for sale and that the Company has no obligation or intention to so register the Securities except as set forth herein, or (ii) such Units are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act, or (iii) such sale, assignment or transfer is able otherwise exempt from registration under the Securities Act. The Purchaser further understands that an opinion of counsel and other documents may be required to transfer the Units. The Purchaser acknowledges that the Units shall be subject to stop transfer orders and the certificate or certificates evidencing any Units shall bear the economic risk following or a substantially similar legend or such other legend as may appear on the forms of Units and such other legends as may be required by state blue sky laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE OR FOREIGN SECURITIES LAWS.” 6.8 The Purchaser will acquire the Units for the Purchaser’s own account (or for the joint account of the investment represented Purchaser and the Purchaser’s spouse either in joint tenancy, tenancy by this Agreement (including a complete loss of this investment); and (ivthe entirety or tenancy in common) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunities. (g) Purchaser is acquiring the Restricted Common Stock for its own account and with its general assets for the purpose of investment and not with a view to the resale, transfer sale or distribution thereofthereof or the granting of any participation therein, and has no present intention of sellingdistributing or selling to others any of such interest or granting any participation therein. 6.9 Neither the Company nor any of the officers, transferringdirectors, negotiating shareholders, partners, employees or otherwise disposing agents of either, or any other Persons, whether expressly or by implication, have represented, guaranteed or warranted that, (a) The Company or the Purchaser will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of the Company’s activities or the Purchaser’s investment in the Company; or (b) the past performance or experience of the management of the Company, or of any Restricted Common Stock. Notwithstanding anything other person, will in any way indicate the predictable results of the ownership of the Units or of the Company’s activities. 6.10 No oral or written representations have been made other than as stated in this Agreement, the Offering Document, and the Executive Summary dated June 2003 (the “Executive Summary”), and the Purchaser has not relied on any oral or written representation from the Company other than as set forth in this Agreement and the Offering Document in making its investment decision. The Purchaser hereby acknowledges that the information and representations set forth in this Agreement and the Offering Document supersede all prior information and representations provided to the contraryPurchaser in connection with the Offering, it including without limitation those set forth in the Executive Summary. 6.11 The Purchaser is agreed not purchasing for the Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. 6.12 The Purchaser is not relying on the Company with respect to the tax and other economic considerations of an investment. 6.13 The Purchaser understands that the Purchaser shall have net proceeds from the right to assign or transfer the Restricted Common Stock to its Affiliates at any time without the consent Offering (after deduction for expenses of the Offering) will be used in all material respects for the purposes set forth in the Offering Document. 6.14 The Purchaser acknowledges that the representations, warranties and agreements made by the Purchaser herein shall survive the execution and delivery of this Agreement and the purchase of the Units. 6.15 Blue Sky matters: THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OTHER FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 6.16 The Purchaser agrees to use its reasonable best efforts to make all warranties and representations required by the securities laws of Purchaser’s jurisdiction of domicile necessary to enable the Company to issue the Transaction Shares in compliance with such securities laws. 6.17 The Purchaser acknowledges that as a result of its investment hereunder it may become subject to the reporting requirements of Sections 13 and 16 of the Exchange Act. In the event that Purchaser becomes subject to the reporting requirements of Sections 13 and 16, Purchaser agrees to file a Schedule 13-D and a Form 3 no later than 10 days from the Closing and to keep current such filings in accordance with the requirements of Sections 13 and 16. 6.18 The Purchaser has consulted his own financial, legal and tax advisors with respect to the economic, legal and tax consequences of an investment in the Units and has not relied on the Company, its officers, directors or professional advisors for advice as to such consequences.

Representations of the Purchaser. The Each Purchaser hereby represents and warrants to, and agrees with, the Company as follows: (a) 6.1 It is the intent an "accredited investor" as that term is defined in Rule 501(a) of the Purchaser that its purchase of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws. (b) Purchaser will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under the Securities Act or in transactions which do not require registration Regulation D promulgated under the Securities Act. (c) 6.2 If a natural person, the Purchaser is: a bona fide resident of the state contained in the address set forth on Schedule A as the Purchaser's home address; at least 21 years of age; and legally competent to execute this Agreement. If an entity, the Purchaser is a corporation duly organized authorized to execute this Agreement and validly existing under this Agreement constitutes the laws legal, valid and binding obligation of the State of California is Purchaser enforceable against the Purchaser in good standing under such laws and has all requisite corporate powers and authority to enter into this Agreementaccordance with its terms. (d) On or prior to 6.3 The Purchaser is familiar with the date Company's business, plans and financial condition, the terms of the initial Closing, Purchaser will have taken all action necessary for offering of the authorization, execution, delivery and performance of this Agreement. Units (e) Purchaser has (i) reviewed this Agreementthe "Offering"), and the written statements, and documents, delivered to Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from the Company as to any other matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the CompanyOffering; the Purchaser has received all materials that have been requested by the Purchaser; the Purchaser has had a reasonable opportunity to ask questions of the Company and its representatives; and the Company has answered all inquiries that the Purchaser or the Purchaser's business conditionrepresentatives have put to it. The Purchaser has had access to all additional non-confidential information necessary to verify the accuracy of the information set forth in this Agreement and any other materials furnished herewith, prospects and plans as has taken all the steps necessary to evaluate the merits and risks of acquiring an investment as proposed hereunder. Without limiting the Restricted Common Stock. foregoing, the Purchaser acknowledges that it has reviewed certain information regarding the Company, its business and the terms of this Offering, including but not limited to, the information contained in the Offering Document dated September , 2004 (the "Offering Document"). 6.4 The Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stock. (f) Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in financial finance, securities, investments and other business matters so as to evaluate be able to protect the merits interests of the Purchaser in connection with this transaction, and the Purchaser's investment in the Company hereunder is not material when compared to the Purchaser's total financial capacity. 6.5 The Purchaser understands the various risks of an investment in the Company as proposed herein, including without limitation those set forth in the Offering Document and in the Public Filings, and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. 6.6 The Purchaser acknowledges that no market for the Units currently exists and none may develop in the future and that the Purchaser may find it impossible to liquidate the investment represented at a time when it may be desirable to do so, or at any other time. 6.7 The Purchaser has been advised by the Company that the Units have not been registered under the Securities Act, that the Securities will be issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering and under exemptions under certain state securities laws, that this transaction has not been reviewed by, passed on or submitted to any federal or state agency or self-regulatory organization where an exemption is being relied upon, and that the Company's reliance thereon is based in part upon the representations made by the Purchaser in this Agreement; . The Purchaser acknowledges that the Purchaser has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Units. In particular, the Purchaser agrees that the Company shall not be required to give any effect to sale, assignment or transfer, unless (i) the sale, assignment or transfer of such Units is registered under the Securities Act, it being understood that the Units are not currently registered for sale and that the Company has no obligation or intention to so register the Securities except as set forth herein, or (ii) such Units are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act, or (iii) such sale, assignment or transfer is able otherwise exempt from registration under the Securities Act. The Purchaser further understands that an opinion of counsel and other documents may be required to transfer the Units. The Purchaser acknowledges that the Units shall be subject to stop transfer orders and the certificate or certificates evidencing any Units shall bear the economic risk following or a substantially similar legend or such other legend as may appear on the forms of Units and such other legends as may be required by state blue sky laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR FOREIGN SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE OR FOREIGN SECURITIES LAWS." 6.8 The Purchaser will acquire the Units for the Purchaser's own account (or for the joint account of the investment represented by this Agreement (including a complete loss of this investment); Purchaser and (iv) has determined that this investment is suitable for Purchaser in light of the Purchaser's financial circumstances and available investment opportunities. (gspouse either in joint tenancy, tenancy by the entirety or tenancy in common) Purchaser is acquiring the Restricted Common Stock for its own account and with its general assets for the purpose of investment and not with a view to the resale, transfer sale or distribution thereofthereof or the granting of any participation therein, and has no present intention of sellingdistributing or selling to others any of such interest or granting any participation therein. 6.9 Neither the Company nor any of the officers, transferringdirectors, negotiating shareholders, partners, employees or otherwise disposing agents of either, or any other Persons, whether expressly or by implication, have represented, guaranteed or warranted that, (a) The Company or the Purchaser will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of the Company's activities or the Purchaser's investment in the Company; or (b) the past performance or experience of the management of the Company, or of any Restricted Common Stock. Notwithstanding anything other person, will in any way indicate the predictable results of the ownership of the Units or of the Company's activities. 6.10 No oral or written representations have been made other than as stated in this Agreement, the Offering Document dated September , 2004, and the Purchaser has not relied on any oral or written representation from the Company other than as set forth in this Agreement and the Offering Document in making its investment decision. The Purchaser hereby acknowledges that the information and representations set forth in this Agreement and the Offering Document supersede all prior information and representations provided to the contraryPurchaser in connection with the Offering. 6.11 The Purchaser is not purchasing the Units as a result of or subsequent to any advertisement, it press release, public announcement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting. 6.12 The Purchaser is agreed not relying on the Company with respect to the tax and other economic considerations of an investment. 6.13 The Purchaser understands that the Purchaser shall have net proceeds from the right to assign or transfer the Restricted Common Stock to its Affiliates at any time without the consent Offering (after deduction for expenses of the Offering) will be used in all material respects for the purposes set forth in the Offering Document. 6.14 The Purchaser acknowledges that the representations, warranties and agreements made by the Purchaser herein shall survive the execution and delivery of this Agreement and the purchase of the Units. 6.15 Blue Sky matters: THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OTHER FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 6.16 The Purchaser agrees to use its reasonable best efforts to make all warranties and representations required by the securities laws of Purchaser's jurisdiction of domicile necessary to enable the Company to issue the Transaction Shares in compliance with such securities laws. 6.17 The Purchaser acknowledges that as a result of its investment hereunder it may become subject to the reporting requirements of Sections 13 and 16 of the Exchange Act. In the event that Purchaser becomes subject to the reporting requirements of Sections 13 and 16, Purchaser agrees to file a Schedule 13-D and a Form 3 no later than 10 days from the Closing and to keep current such filings in accordance with the requirements of Sections 13 and 16. 6.18 The Purchaser has consulted his own financial, legal and tax advisors with respect to the economic, legal and tax consequences of an investment in the Units and has not relied on the Company, its officers, directors or professional advisors for advice as to such consequences.

Representations of the Purchaser. The Purchaser represents hereby makes the representations and warrants as follows:warranties to the Company contained in this Section 5. (a) It is The Purchaser has all requisite power, authority and legal right to execute, deliver, enter into, consummate and perform this Agreement. The execution, delivery and performance of this Agreement by the intent Purchaser have been duly authorized by all required corporate, partnership or other actions on the part of the Purchaser. The Purchaser has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Purchaser that enforceable against the Purchaser in accordance with its purchase terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities lawscreditors generally. (b) The Purchaser will hereby represents to the Company that it has substantial knowledge, skill and experience in making investment decisions of this type, it is capable of evaluating the risk of its investment in the Shares being purchased by it and is able to bear the economic risk of such investment, including the risk of losing the entire investment, that (except as the Purchaser has otherwise advised the Company and the Purchaser's counsel in writing) it is purchasing the Shares to be purchased by it for its own account, and that the Shares are being purchased by it for investment and not offer or sell with a present view to any Restricted Common Stock except pursuant distribution thereof in violation of applicable securities laws. It is understood that the disposition of the Purchaser's property shall at all times be within the Purchaser's control. If the Purchaser should in the future decide to an effective registration statement under dispose of any of its Shares, it is understood that it may do so only in compliance with the Securities Act or Act, applicable state securities laws and this Agreement. The Purchaser represents that it is an "accredited investor" as defined in transactions which do not require registration Rule 501(a) under the Securities Act. (c) The Purchaser is a corporation duly organized has received and validly existing under reviewed the laws of Disclosure Material and it has had an opportunity to fully discuss the State of California is in good standing under such laws Company's business, management and has all requisite corporate powers and authority to enter into this Agreementfinancial affairs with the Company's management. (d) On or prior to The Purchaser understands that (i) the date Shares and the Conversion Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the initial ClosingSecurities Act pursuant to Section 4(2) or Section 3(b) thereof or Rule 506 promulgated under the Securities Act, Purchaser (ii) the Shares and, upon conversion thereof, the Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration and (iii) the Shares and the Conversion Shares will have taken all action necessary for the authorization, execution, delivery and performance of this Agreementbear a legend to such effect. (e) The Purchaser represents that at no time was the Purchaser presented with or solicited by or through any leaflet (other than the Memorandum), public promotional meeting, advertisement or any other form of general or public advertising or solicitation. In addition, the Purchaser acknowledges that there has (i) reviewed this Agreementnever been any representation, and guaranty or warranty made by the written statements, and documents, delivered to Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from Company or any agent or representative of the Company as to matters about which the amount of or type of consideration or profit, if any, to be realized as a result of any investment by the Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Preferred Stock. (f) If the Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in financial and business matters to evaluate the merits and risks is a resident of the investment represented State of Florida, he understands that he has the privilege of voiding the purchase within three (3) days after the first tender of consideration is made by this Agreement; (iii) is able such Purchaser to bear the economic risk Company or an agent of the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunitiesCompany. (g) If the Purchaser is acquiring the Restricted Common Stock for its own account and with its general assets for the purpose of investment and not with a view to the resale, transfer or distribution thereof, and has no present intention of selling, transferring, negotiating or otherwise disposing of any Restricted Common Stock. Notwithstanding anything in this Agreement to the contrary, it is agreed that the Purchaser shall have the right to assign or transfer the Restricted Common Stock to its Affiliates at any time without the consent resident of the CompanyCommonwealth of Pennsylvania, he will not sell his Shares within 12 months from the date of purchase unless the Shares are registered under the Pennsylvania Securities Act of 1972 or the Securities Act.

Representations of the Purchaser. The Purchaser represents represents, warrants and warrants agrees as follows: (a) It is the intent Purchaser's present intention to acquire the Shares hereunder for the Purchaser's own account as principal and the Shares are being and will be acquired for the purpose of investment and not with a view to distribution or resale except in accordance with the Purchaser that its purchase provisions of a registration statement declared effective by the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws). (b) Purchaser will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under the Securities Act or in transactions which do not require registration under the Securities Act. (c) Purchaser is a corporation duly organized and validly existing under the laws of the State of California is in good standing under such laws and has all requisite corporate powers and authority to enter into this Agreement. (d) On or prior to the date of the initial Closing, Purchaser will have taken all action necessary for the authorization, execution, delivery and performance of this Agreement. (e) The Purchaser has (i) reviewed this Agreement, and the written statements, and documents, delivered to Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from the Company as to matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stock. (f) Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in business and financial and business matters to evaluate that the Purchaser is capable of evaluating the merits and risks of the investment represented by contemplated hereby. (c) The Purchaser has full power and authority to execute, deliver and perform this Agreement and to make this Agreement the valid and enforceable obligation of the Purchaser. (d) The Purchaser understands that the Shares will be "restricted securities" as that term is defined in Rule 144 under the Act and that the Shares may only be resold in compliance with applicable federal and state securities laws. (e) The Purchaser's domicile is located at the Purchaser's address set forth on the signature page hereto. (f) The Purchaser is an "Accredited Investor" as defined in Rule 501(a) of the Act, a copy of which is set forth on Exhibit A to this Agreement; (iii) is able , and the Purchaser has certified to bear the economic risk of Company the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined basis for that this investment is suitable for Purchaser in light of Purchaser's financial circumstances Accredited Investor status by checking the appropriate category on Exhibit A and available investment opportunitiessigning and dating that Exhibit. (g) The Purchaser is acquiring the Restricted Common Stock for its own account and has no contract, understanding, agreement or arrangement with its general assets for the purpose of investment and not with a view any person to the resalesell, transfer or distribution thereof, pledge to such person or anyone else any of the Shares the Purchaser hereby purchases (in whole or in part) and that the Purchaser has no present intention of sellingplans to enter into any such contract, transferringundertaking, negotiating agreement or otherwise disposing of arrangement. (h) The Purchaser will provide, if requested, any Restricted Common Stock. Notwithstanding anything additional information that may be requested or required to determine the Purchaser's eligibility to purchase the Shares. (i) The Purchaser acknowledges that the Purchaser's representations, warranties, acknowledgements and agreements in this Agreement will be relied upon by the Company in determining the Purchaser's suitability as a purchaser of the Shares. (j) The Purchaser has not retained a broker or finder in connection with the Purchaser's purchase of the Shares and to the contrary, it is agreed that Purchaser's knowledge there are no other brokers or finders entitled to compensation in connection with the sale of the Shares to the Purchaser other than Richard Hansen and William Gomez, who shall have share in the right fee to assign or transfer the Restricted Common Stock to its Affiliates at any time without the consent of the Companybe paxx xx xxx Xxxxany tx Xxxxxxx Xxxsen.

Representations of the Purchaser. The Purchaser represents and warrants as follows: (a) It is the intent of the Purchaser that its purchase of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws. (b) Purchaser will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under the Securities Act or in transactions which do not require registration under the Securities Act. (c) Purchaser is a corporation duly organized and validly existing under the laws of the State of California is in good standing under such laws and has all requisite corporate powers and authority to enter into this Agreement. (d) On or prior to the date of the initial Closing, Purchaser will have taken all action necessary for the authorization, execution, delivery and performance of this Agreement. (e) Purchaser has (i) reviewed this Agreement, and the written statements, and documents, delivered to Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from the Company as to matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stock. (f) Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in financial and business matters to evaluate the merits and risks of the investment represented by this Agreement; (iii) is able to bear the economic risk of the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunities. (g) Purchaser is acquiring the Restricted Common Stock for its own account and with its general assets for the purpose of investment and not with a view to the resaleJune 11, transfer or distribution thereof, and has no present intention of selling, transferring, negotiating or otherwise disposing of any Restricted Common Stock. Notwithstanding anything in this Agreement to the contrary, it is agreed that the Purchaser shall have the right to assign or transfer the Restricted Common Stock to its Affiliates at any time without the consent of the Company.1998

Representations of the Purchaser. The Purchaser hereby represents and warrants as followsto the Issuers that: (a) It The Purchaser is acquiring the intent Securities for its own account, not as a nominee or agent, for the purpose of investment, and not with a view to or for sale in connection with any distribution thereof in violation of the Securities Act of 1933 (the "Securities Act"). (b) The Purchaser that its purchase has no present intention of selling, granting any participation in or otherwise distributing the Securities and Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant a participation to such person or to any third person, with respect to any of the Restricted Common Stock contemplated by Securities. (c) Purchaser understands that the Securities at the time of issuance will not be registered under the Securities Act on the ground that the sale provided for in this Agreement shall constitute a transaction and the issuance of securities hereunder is exempt from registration under the Securities Act of 1933, as amended (and that the "Securities Act") and any applicable state securities laws. (b) Purchaser will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under the Securities Act or Issuers' reliance on such exemption is predicated in transactions which do not require registration under the Securities Act. (c) Purchaser is a corporation duly organized and validly existing under the laws of the State of California is in good standing under such laws and has all requisite corporate powers and authority to enter into this Agreementpart on Purchaser's representations set forth herein. (d) On or prior to the date of the initial Closing, Purchaser will have taken all action necessary for the authorization, execution, delivery and performance of this Agreement. (e) Purchaser has (i) reviewed this Agreement, and the written statements, and documents, delivered to Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from the Company as to matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company represents that Purchaser is relying on all such information experienced in evaluating and documents investing in making its decision to purchase the Restricted Common Stock. (f) Purchaser (i) has had the risks involved companies in the investment represented by this Agreement explained; (ii) development stage, Purchaser is able to fend for itself, Purchaser has such knowledge and experience in financial and business matters as to evaluate be capable of evaluating the merits and risks of Purchaser's investment in the investment represented by this Agreement; (iii) is able Securities, and Purchaser has the ability to bear the economic risk risks of such investment. (e) Purchaser understands that the Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an available exemption from registration under the Securities Act, the Securities may need to be held indefinitely. (f) Purchaser is a commercial finance lender duly licensed as such pursuant to Sections 22000 et seq. of the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunitiesCalifornia Financial Code. (g) The Purchaser is acquiring an "accredited investor" within the Restricted Common Stock for its own account meaning of Rule 501 of Regulation D promulgated by the Securities and with its general assets for the purpose of investment and not with a view to the resaleExchange Commission, transfer or distribution thereof, and has no present intention of selling, transferring, negotiating or otherwise disposing of any Restricted Common Stock. Notwithstanding anything as presently in this Agreement to the contrary, it is agreed that the Purchaser shall have the right to assign or transfer the Restricted Common Stock to its Affiliates at any time without the consent of the Companyeffect.

Representations of the Purchaser. The Purchaser represents and warrants as follows: (a) It The Purchaser is an Accredited Investor within the intent meaning of Regulation D of the Purchaser that its purchase rules and regulations of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws). (b) Purchaser will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under the Securities Act or in transactions which do not require registration under the Securities Act. (c) The Purchaser is a corporation duly organized and validly existing under the laws of the State of California Cayman Islands, is in good standing under such laws laws, and has all requisite corporate powers and authority to enter into this Agreement. (dc) The Purchaser is a closely-held corporation, all of whose outstanding shares of Common Stock are owned by Kenneth Dart, an individual residing in the Cayman Ixxxxxx. (x) On or prior to the date of Closing Date, the initial Closing, Purchaser will have taken all action necessary for the authorization, execution, delivery and performance of this Agreement. (e) The Purchaser has (i) carefully reviewed this Agreement, and the any other written statements, statements and documents, documents delivered to Purchaser as described in Section 2.01(e)the Purchaser; and, (ii) received satisfactory response from the Company as to all matters about which the Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) above and relating to the Company's business condition, prospects and plans as plans; and (iii) visited the Company's business location and received all information requested from the Company and had access to all information and personnel that the Purchaser deemed necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common StockShares. (f) The Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in financial and business matters to evaluate the merits and risks of the investment represented by this Agreement; (iii) is able to bear the economic risk of the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined that this investment is suitable for the Purchaser in light of the Purchaser's financial circumstances and available investment opportunities. (g) The Purchaser is acquiring the Restricted Common Stock Shares for its own account and with its general assets for the purpose of investment and not with a view to the resale, transfer or distribution thereof, and has no present intention of selling, transferring, negotiating or otherwise disposing of any Restricted Shares. The Purchaser is acquiring the Shares in conformity with Federal Regulation 16 CFR 802.9 solely for the purpose of investment in accordance with that regulation. (h) The Purchaser understands that the Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or pursuant to an exemption therefrom, and that in the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act, the Shares must be held indefinitely. Accordingly, the Purchaser will not offer or sell any of the Shares except pursuant to an effective registration statement under the Securities Act or in one or more transactions that do not require registration under the Securities Act. (i) The Purchaser, together with its "Affiliates" and "Associates," as determined under Rule 12b-2 of the General Rules and Regulations under the Exchange Act, will not purchase or otherwise acquire from any source for a period of one (1) year from the date of this Agreement, shares of Common Stock that cause the Purchaser, together with its Affiliates and Associates, to own more than twenty-five percent (25%) of the then outstanding shares of Common Stock. Notwithstanding anything in this Agreement to the contrary, it is agreed that the Purchaser shall have the right to assign or transfer the Restricted Common Stock to its Affiliates at any time without the prior written consent of the Company. (j) The Company shall place conspicuously upon each certificate representing the Shares a legend substantially in the following form, the terms of which are agreed to by the Purchaser: "The securities represented by this certificate have been issued without registration or qualification under the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws (the "State Acts"). Such securities may not be sold, assigned, transferred or otherwise disposed of, beneficially or on the records of the company, unless the securities represented by this certificate have been registered or qualified under the Securities Act and the applicable State Acts or there has been delivered to the company an opinion of counsel, satisfactory to the company, to the effect that such registration and qualification are not required." (k) The Purchaser has not retained any broker or finder or incurred any liability for any brokerage fees, commissions or finders' fees for which the Company may be liable in connection with the transactions contemplated by this Agreement.

Representations of the Purchaser. The Purchaser hereby represents and warrants to Endocare as follows: (a) It The Purchaser is a “qualified institutional buyer” within the intent meaning of the Purchaser that its purchase of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration Rule 144A under the Securities Act and an “accredited investor” within the meaning of 1933, as amended (the "Securities Act") and any applicable state securities laws. (b) Purchaser will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under the Securities Act or in transactions which do not require registration Rule 501 of Regulation D under the Securities Act. (b) The Purchaser understands that the Shares are “restricted securities” under the federal securities laws inasmuch as the Shares are being acquired from the Company in a transaction not involving a public offering and that under the Securities Act and the applicable regulations thereunder the Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection the Purchaser represents that it is familiar with Rule 144 under the Securities Act and understands the resale limitations imposed thereby and by the Securities Act and the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), including, without limitation, Section 16 of the Securities Exchange Act if applicable to the Purchaser. The Purchaser acknowledges and agrees that Endocare has no obligation to register the Shares for resale except as set forth in the Registration Rights Agreement. (c) The Purchaser is acquiring the Shares for investment for the Purchaser’s own account, not as a corporation duly organized nominee or agent, and validly existing under not with a view to the laws resale or distribution of the State any part thereof in violation of California is in good standing under such laws and has all requisite corporate powers and authority to enter into this Agreementapplicable Securities Laws. (d) On or prior to The Purchaser is a sophisticated investor and acknowledges that it can bear the date economic risk of its investment in the initial Closing, Purchaser will have taken all action necessary for the authorization, execution, delivery and performance of this Agreement. (e) Purchaser has (i) reviewed this AgreementShares, and the written statements, and documents, delivered to Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from the Company as to matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stock. (f) Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in financial and business matters to evaluate that it is capable of evaluating the merits and risks of its investment in the Shares. The Purchaser has been given the opportunity to ask Endocare all questions relevant to its investment represented by this Agreement; (iii) is able in the Shares and any such questions have been answered to bear the economic risk of the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunities’s satisfaction. (ge) The Purchaser is acquiring understands that any certificates representing the Restricted Common Stock for its own account and Shares shall bear the following legend, in addition to any legend required by state “Blue Sky” laws: THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III) SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND WITHOUT QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. (f) The Purchaser acknowledges that Endocare makes no other representations or warranties with its general assets for the purpose of investment and not with a view respect to the resale, transfer transactions contemplated by the Transaction Documents except for those specifically set forth in Section 3 and that Endocare has not made any promises to or distribution thereof, and has no present intention of selling, transferring, negotiating or otherwise disposing of any Restricted Common Stock. Notwithstanding anything in this Agreement to the contrary, it is agreed that agreements with the Purchaser shall have not specifically provided in the right to assign or transfer the Restricted Common Stock to its Affiliates at any time without the consent of the CompanyTransaction Documents.

Representations of the Purchaser. The In connection with the purchase of the Shares, the Purchaser hereby represents and warrants to the Company as of the Effective Date as follows: (a) It The Purchaser is acquiring the intent Shares for investment for the Purchaser’s own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof within the meaning of the Purchaser that its purchase of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration under the Securities Act of 1933, as amended (the "“Securities Act") and any applicable state securities laws. (b) Purchaser will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under the Securities Act or in transactions which do not require registration under the Securities Act. (c) Purchaser is a corporation duly organized and validly existing under the laws of the State of California is in good standing under such laws and has all requisite corporate powers and authority to enter into this Agreement. (d) On or prior to the date of the initial Closing, Purchaser will have taken all action necessary for the authorization, execution, delivery and performance of this Agreement. (e) Purchaser has (i) reviewed this Agreement”), and the written statements, and documents, delivered to Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from the Company as to matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stock. (f) Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in financial and business matters to evaluate the merits and risks of the investment represented by this Agreement; (iii) is able to bear the economic risk of the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunities. (g) Purchaser is acquiring the Restricted Common Stock for its own account and with its general assets for the purpose of investment and not with a view to the resale, transfer or distribution thereof, and has no present intention of selling, transferringgranting any participation in, negotiating or otherwise disposing of any Restricted Common Stockdistributing the same. Notwithstanding anything in By executing this Agreement to Agreement, the contrary, it is agreed Purchaser further represents that the Purchaser shall does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the right Shares being purchased by the Purchaser. (b) The Purchaser has had an opportunity to assign or transfer discuss the Restricted Common Stock Company’s business, management and financial affairs with its management. The Purchaser has also had an opportunity to its Affiliates at any time without the consent ask questions of officers of the Company, which questions were answered to its satisfaction. The Purchaser acknowledges that the Purchaser’s investment in the Company is highly speculative and entails a substantial degree of risk and that the Purchaser is in a position to lose the entire amount of such investment. (c) The Purchaser acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser further understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available.

Representations of the Purchaser. The Purchaser represents and warrants as followsthe following -------------------------------- to the Company: (a) It is the intent of the Purchaser that its purchase of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws. (b) Purchaser will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under the Securities Act or in transactions which do not require registration under the Securities Act. (c) Purchaser is a corporation duly organized and validly existing under the laws of the State of California is in good standing under such laws and has all requisite corporate powers full power and authority to enter into this Agreement, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Agreement is a legal, valid and binding obligation of such Purchaser, enforceable against the purchaser in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally, and except as enforcement thereof is subject to general principles of equity (whether applied in a proceeding at law or in equity), and except that enforcement of the indemnification and contribution provisions of this Agreement may be limited or denied on the basis of federal or applicable state securities laws and the public policies underlying such laws. (db) On or prior to The Purchaser recognizes that an investment in the date Company is a speculative investment involving a high degree of the initial Closing, Purchaser will have taken all action necessary for the authorization, execution, delivery and performance of this Agreementrisk. (ec) Purchaser has (i) reviewed this Agreementadequate net worth and means of providing for current needs and possible personal contingencies, and the written statementshas no need, and documentsanticipates no need in the foreseeable future, delivered to sell the Preferred (or the Common Stock issuable upon exercise) for which such Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from the Company as to matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stockhereby subscribes. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stock. (f) Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in financial and business matters to evaluate the merits and risks of the investment represented by this Agreement; (iii) is able to bear the economic risk of this investment and, consequently, without limiting the investment represented by this Agreement generality of the foregoing, is able to hold the Preferred (including and the Common Stock issuable upon conversion) for an indefinite period of time and has a complete sufficient net worth to sustain a loss of this investment); and (iv) has determined that this the entire investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunitiesthe Company in the event such loss should occur. (gd) Purchaser is acquiring the Restricted Common Stock Preferred for its his own account and with its general assets for the purpose of investment and not for the benefit of any other person or with a view to toward resale or redistribution in a manner which would require registration under the resale, transfer or distribution thereof1933 Act, and such Purchaser does not now have any reason to anticipate any change in circumstances or other particular occasion or event which would cause such Purchaser to sell the Preferred (or the Common Stock issuable upon conversion). (e) Purchaser acknowledges that there are substantial restrictions on the transferability of the Preferred (and the Common Stock issuable upon the conversion thereof). Since the Preferred (and the Common Stock issuable upon conversion thereof) will not be, and the Purchaser has no present intention right to require that they be, registered under the 1933 Act or qualified pursuant to applicable state securities law (except as provided in this Agreement), the Preferred (and the Common Stock issuable upon conversion thereof) may not be, and Purchaser agrees that they shall not be, sold unless such sale is exempt from such registration under the 1933 Act, the Securities Act of selling, transferring, negotiating Texas and any other applicable state blue sky law or otherwise disposing regulation. Each Purchaser further acknowledges that the Company is under no obligation to aid me in obtaining any exemption from the registration requirements. Purchaser acknowledges that Purchaser shall be responsible for compliance with all conditions on transfer imposed by any securities administrator of any Restricted Common Stock. Notwithstanding anything state and for any expenses incurred by the Company for legal or accounting services in this Agreement to the contrary, it is agreed that the Purchaser shall have the right to assign or connection with reviewing such a proposed transfer the Restricted Common Stock to its Affiliates at any time without the consent of the Companyand/or issuing opinions in connection therewith.

Representations of the Purchaser. The Purchaser represents and warrants as follows: (a) It The Purchaser hereby makes the representations and warranties to the Company contained in this Section 5(a), as of the date hereof. The Purchaser has all requisite power, authority and legal right to execute, deliver, enter into, consummate and perform this Purchase Agreement. For purposes of the application of state securities laws, each Purchaser represents that it is a resident of the intent state set forth in the Purchaser's address on the signature page of this Agreement. The Purchaser has duly executed and delivered this Purchase Agreement, and this Purchase Agreement constitutes the legal, valid and binding obligation of the Purchaser that enforceable against the Purchaser in accordance with its purchase terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities lawscreditors generally. (b) The Purchaser will hereby represents to the Company (as of the date hereof and as of the Closing Date hereunder) that the Purchaser is capable of evaluating the risk of its investment in the Notes, the Series B Preferred Stock and the Warrants being purchased by it and is able to bear the economic risk of such investment, that (except as the Purchaser has otherwise advised the Company and the Purchaser's counsel in writing) it is purchasing the Notes, the Series B Preferred Stock and the Warrants to be purchased by it for its own account, and that the Notes, the Series B Preferred Stock and the Warrants are being purchased by the Purchaser for investment and not offer with a present view to any distribution thereof in violation of any applicable securities laws. It is understood that the disposition of the Purchaser's property shall at all times be within the Purchaser's control. If the Purchaser should in the future decide to dispose of any of its Notes, Series B Preferred Stock, Warrants or sell any Restricted Common Stock except pursuant to an effective registration statement under Shares, it is understood that it may do so but only in compliance with the Securities Act or and applicable securities laws. The Purchaser hereby represents to the Company (as of the date hereof and as of the Closing Date hereunder) that the Purchaser is an "accredited investor" as defined in transactions which do not require registration Rule 501(a) under the Securities Act. (c) The Purchaser is a corporation duly organized has received and validly existing under the laws reviewed copies of the State of California is Company's Forms 10-K (year ending 1994), 10-Q (quarter ending March 31, 1994), 8-Ks filed in good standing under such laws and has all requisite corporate powers and authority to enter into this Agreement. (d) On or calendar year 1995 prior to the date hereof, and a copy of the initial ClosingConfidential Information Memorandum dated March 1995 prepared by Jesup & Lxxxxx Capital Markets, Purchaser will have taken all action necessary for the authorization, execution, delivery and performance of this Agreement. (e) Purchaser has (i) reviewed this Agreement, and the written statements, and documents, delivered to Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from the Company as to matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stock. (f) Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in financial and business matters to evaluate the merits and risks of the investment represented by this Agreement; (iii) is able to bear the economic risk of the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunities. (g) Purchaser is acquiring the Restricted Common Stock for its own account and with its general assets for the purpose of investment and not with a view to the resale, transfer or distribution thereof, and has no present intention of selling, transferring, negotiating or otherwise disposing of any Restricted Common Stock. Notwithstanding anything in this Agreement to the contrary, it is agreed that the Purchaser shall have the right to assign or transfer the Restricted Common Stock to its Affiliates at any time without the consent of the Company.Inc.

Representations of the Purchaser. The In connection with the Initial Contribution and issuance of the Units, the Purchaser hereby represents and warrants to the Company as follows: (a) It is The Purchaser understands that (i) the intent Units have not been registered under the Securities Act, nor qualified under the securities laws of any other jurisdiction, (ii) the Purchaser that its purchase of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration Units cannot be resold unless they are subsequently registered under the Securities Act and qualified under applicable state securities laws, unless the Company determines that exemptions from such registration and qualification requirements are available, and (iii) except as otherwise set forth in the Operating Agreement, the Purchaser has no right to require such registration or qualification; (b) The Units to be acquired by the Purchaser pursuant to this Agreement will be acquired for such Purchaser=s own account and not with a view to, or intention of, distribution thereof in violation of 1933, as amended (the "Securities Act") and , or any applicable state securities laws. (b) Purchaser , and the Units will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under be disposed of in contravention of the Securities Act or in transactions which do not require registration under the Securities Act.any applicable state securities laws; (c) The Purchaser is a corporation duly organized and validly existing under the laws of the State of California is in good standing under such laws and has all requisite corporate powers and authority to enter into this Agreement. (d) On or prior to the date of the initial Closing, Purchaser will have taken all action necessary for the authorization, execution, delivery and performance of this Agreement. (e) Purchaser has (i) reviewed this Agreement, and the written statements, and documents, delivered to Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from the Company as to matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stock. (f) Purchaser either (i) has had a preexisting personal or business relationship with the risks involved in the investment represented by this Agreement explained; Company or its principals or (ii) has substantial knowledge and experience in financial and business matters to evaluate matters, has specific experience making investment decisions of a similar nature, and is capable, without the use of a financial advisor, of utilizing and analyzing the information made available in connection with the acquisition of the Units and of evaluating the merits and risks of an investment in the Units and protecting the Purchaser=s own interests in connection with this transaction. M e m b e r A d m i s s i o n A g r e e m e n t The Purchaser will provide the Company, upon request, with such information concerning any prior investment represented by this Agreement; experience, business or professional experience and other information as the Company may reasonably request to further evaluate the foregoing representations; (iiid) The Purchaser has carefully reviewed and understands the risks of, and other considerations relating to, an investment in the Units; (e) The Purchaser is able to bear the economic risk of such Purchaser=s investment in the investment represented by this Units for an indefinite period of time because the Units have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available and are subject to additional restrictions as provided herein; (f) The Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Units and has had full access to such other information concerning the Company as the Purchaser has requested. Without limiting the generality of the foregoing, the Purchaser has been provided with copies of the Operating Agreement (including a complete loss and has had an opportunity to review and ask questions and receive satisfactory answers concerning the terms and conditions of this investment); and (iv) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunities.such Operating Agreement; (g) The Purchaser is acquiring a resident and domiciliary of the Restricted Common Stock for its own account state or other jurisdiction hereinafter set forth opposite the Purchaser=s signature and with its general assets for the purpose of investment and not with a view to the resale, transfer or distribution thereof, and Purchaser has no present intention of selling, transferring, negotiating or otherwise disposing becoming a resident of any Restricted Common Stockother state or jurisdiction. Notwithstanding anything in If the Purchaser is a resident and domiciliary of a state that requires the Company to ascertain certain other information regarding the Purchaser, the Company may attach a page to this Agreement containing additional representations required by such state to be made by the contraryPurchaser in connection with the Purchaser=s investment in the Units, it is agreed that and by signing this Agreement, the Purchaser shall be deemed to have the right made such additional representations to assign or transfer the Restricted Common Stock to its Affiliates at any time without the consent of the Company; and (h) The Purchaser has not received and is not relying upon any written literature other than the Operating Agreement, and has not received and is not relying upon any oral representations which are in any manner inconsistent with the written information contained therein.

Representations of the Purchaser. The Purchaser hereby represents and warrants as follows: (a) 4.1 It is the intent of the Purchaser that its purchase of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws. (b) Purchaser will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under the Securities Act or in transactions which do not require registration under the Securities Act. (c) Purchaser is a corporation duly organized and validly existing public company formed under the laws of the State of California is in good standing under such laws and Delaware, whose securities are listed for trade on the NY Stock Exchange (the “NYSE”). 4.2 It has all requisite the full corporate powers power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Purchaser has duly and validly executed and delivered this Agreement, and assuming compliance by the Company herewith, this Agreement when executed by the Purchaser will constitute valid, binding and enforceable obligations of the Purchaser in accordance with its terms. 4.3 It has sufficient immediately available funds in cash to pay the Investment Amount and to satisfy any other obligations hereunder and in connection with the transactions contemplated hereby on the terms and conditions as set forth herein. 4.4 It is aware that the Purchased Shares and the Additional Shares (as defined in Section 7 below) are and will be subject to Section 15 of the Securities Law and the Securities Law Regulations (Details with Regard to Sections 15A to 15C of the Law), 2000, which imposes certain restrictions in respect of the tradability of the Purchased Shares and the Additional Shares. 4.5 On the date of this Agreement, it does not hold any securities of the Company, directly or indirectly. 4.6 No written or oral agreement or voting agreement exists between the Purchaser and any of the holders of the other securities of the Company or any other person or entity concerning their rights and/or holdings in the Company. 4.7 It is a company incorporated under the laws of Delaware. No consents, approvals, authorizations or permits are required in connection with the consummation by the Purchaser of the transactions contemplated by this Agreement. (d) On or prior 4.8 The Purchaser will, promptly after execution of this Agreement by both parties, deliver to the date of the initial Closing, Purchaser will have taken Company in English all action necessary for the authorization, execution, delivery and performance of this Agreement. (e) Purchaser has (i) reviewed this Agreement, and the written statements, and documents, delivered to Purchaser as described data listed in Section 2.01(e); and, (ii) received satisfactory response from the Company as to matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stock. (f) Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in financial and business matters to evaluate the merits and risks of the investment represented by this Agreement; (iii) is able to bear the economic risk of the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunities. (g) Purchaser is acquiring the Restricted Common Stock for its own account and with its general assets Exhibit 4.8 attached hereto for the purpose of investment and not with a view publishing immediate reports pursuant to the resaleSecurities Law Regulations (Private Offering of Securities in a Listed Company), transfer or distribution thereof2001 (the “Private Offering Regulations”) and the Securities Law Regulations (Periodic and Immediate Statements), and has no present intention 1970. In the event that the Company shall be required by applicable law to provide additional information to that listed in Exhibit 4.8 for the purpose of sellingpublishing immediate reports, transferring, negotiating or otherwise disposing of any Restricted Common Stock. Notwithstanding anything in this Agreement to the contrary, it is agreed that then the Purchaser shall have provide the right Company with any such additional information; provided, however, that the Company shall provide reasonable assistance to assign Purchaser should Purchaser wish to approach a court or transfer applicable regulatory authority to determine whether such additional information is required to be submitted and/or whether it may be submitted on a confidential basis. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the Restricted Common Stock information subject to its Affiliates at any time without the consent confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the CompanySecurities and Exchange Commission.

Representations of the Purchaser. The Purchaser, or where indicated, the Grantor, represents on behalf of itself to the Company that: 4.1 The Grantor has made the determination that the Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. 4.2 The Private Placement Shares being purchased by the Purchaser hereunder are acquired for the Purchaser’s own account, only for investment purposes and not with a view to, or for resale in connection with, any public distribution or public offering thereof within the meaning of the Securities Act. 4.3 This Agreement constitutes the valid, binding and enforceable obligation of the Purchaser, enforceable in accordance with its terms. 4.4 The Purchaser represents understands and warrants as follows: acknowledges that (ai) It is the intent offering of the Purchaser that its purchase of the Restricted Common Stock contemplated by Private Placement Shares to be purchased pursuant to this Agreement shall constitute a transaction will not be registered under the Securities Act on the grounds that the offering and sale of such securities is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"pursuant to Section 4(2) thereof and any exempt from registration pursuant to applicable state securities laws. (b) Purchaser or blue sky laws and, therefore, the Private Placement Shares to be purchased hereunder will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement be characterized as “restricted securities” under the Securities Act or in transactions which do and such laws and may not require registration be sold unless they are subsequently registered under the Securities ActAct and qualified under state law or unless an exemption from such registration and such qualification is available. (c) 4.5 The Purchaser is has a corporation duly organized and validly substantive, pre-existing under relationship with the laws Grantor, who will serve as the manager of the State of California is in good standing under such laws Company and has all requisite corporate powers and authority to enter into this Agreement. (d) On was directly contacted by the Company or prior to the date Company’s agents independent of the initial Closing, Purchaser will have taken all action necessary for the authorization, execution, delivery and performance of this Agreement. (e) Purchaser has (i) reviewed this Agreement, and the written statements, and documents, delivered to Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from the Company as to matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common StockIPO. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stock. (f) The Purchaser (i) has had was not identified or contacted through the risks involved in marketing of the investment represented by this Agreement explained; IPO and (ii) did not independently contact the Company as a result of the general solicitation by means of the Registration Statement. 4.6 The Grantor, on behalf of the Purchaser, (i) has such knowledge and experience in financial and business matters as to evaluate be capable of evaluating the merits and risks of the Purchaser’s prospective investment represented by this Agreementin the Common Stock; (iiiii) is able has the ability to bear the economic risk risks of the investment represented by this Agreement (including a complete loss of this Purchaser’s prospective investment); and the Purchaser (iviii) has determined that this investment is suitable for Purchaser not been offered the Private Placement Shares to be purchased hereunder by any form of advertisement, article, notice, or other communication published in light of Purchaser's financial circumstances and available investment opportunitiesany newspaper, magazine, or similar medium; or broadcast over television or radio; or any seminar or meeting whose attendees have been invited by any such medium. (g) Purchaser is acquiring the Restricted Common Stock for its own account and with its general assets for the purpose of investment and not with a view to the resale, transfer or distribution thereof, and has no present intention of selling, transferring, negotiating or otherwise disposing of any Restricted Common Stock. Notwithstanding anything in this Agreement to the contrary, it is agreed that the Purchaser shall have the right to assign or transfer the Restricted Common Stock to its Affiliates at any time without the consent of the Company.

Representations of the Purchaser. The Purchaser represents and warrants as follows: (a) It is the intent Because of the Purchaser that its purchase exemptions from the registration requirements of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration under the federal Securities Act of 1933, as amended 1933 (the "Securities “Act"”) and any applicable state securities laws. (b) Purchaser will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under from the Securities Act or in transactions which do not require registration under the Securities Act. (c) Purchaser is a corporation duly organized and validly existing under the laws qualification requirements of the State California Corporate Securities Law of California is 1968 (the “Law”) relied upon by the Company in good standing under such laws and has all requisite corporate powers and authority to enter into this Agreement. (d) On or prior to making the date sale of the initial ClosingStock to Purchaser, Purchaser will have taken all action necessary hereby warrants that Purchaser: 2.1 Is purchasing the Stock for investment for the authorization, execution, delivery and performance of this Agreement. (e) Purchaser has (i) reviewed this Agreement, and the written statements, and documents, delivered to Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from the Company as to matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stock. (f) Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in financial and business matters to evaluate the merits and risks of the investment represented by this Agreement; (iii) is able to bear the economic risk of the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunities. (g) Purchaser is acquiring the Restricted Common Stock for its ’s own account and with its general assets for the purpose of investment only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Act or the Law. 2.2 Understands that the Stock has not been registered under the Act or qualified under the Law by reason of specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. In this connection, the Purchaser understands that, in the view of the Securities and Exchange Commission (the “Commission”), the statutory basis for such exemption from the Act may not be available if the Purchaser’s representations mean that the Purchaser’s present intention is to hold the Stock for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 2.3 Further understands that the Stock must be held indefinitely unless it is subsequently registered under the Act and qualified under the Law or an exemption from such registration and such qualification is available. 2.4 Is aware of Rule 144 promulgated under the Act which permits limited public resale of stock acquired in a non-public offering, subject to the resalesatisfaction of certain conditions, transfer including, among other things, the availability of certain current public information Silver Spring Networks, Inc. Restricted Stock Grant Agreement about the Company, the passage of not less than six months (one year in certain circumstances) after the holder has purchased and completed payment for the stock to be sold, effectuation of the sale on the public market through a broker in an unsolicited “broker’s transaction” or distribution thereofto “market maker”, and, under certain circumstances, compliance with specified limitations on the amount of securities to be sold (generally, one percent (1%) of the total amount of common stock outstanding) during any three-month period; provided, however, that such conditions need not be met by a person who is not an affiliate of the Company at the time of sale and has no present intention not been an affiliate for the preceding three (3) months, if the securities have been beneficially owned by such person for at least six months (one year in certain circumstances) prior to their sale. The Purchaser understands that the Company’s Common Stock may not be publicly traded or the Company may not be satisfying the current public information requirements of sellingRule 144 at the time the Purchaser wishes to sell the Stock; and thus, transferringthe Purchaser may be precluded from selling the Stock under Rule 144 even though the minimum holding period may have been satisfied. In addition, negotiating or otherwise disposing the Purchaser is aware that Rule 144 does not affect the Purchaser’s obligations under the Law and, notwithstanding the availability of any Restricted Common Stock. Notwithstanding anything in this Agreement to Rule 144, the contrary, Stock may not be sold unless it is agreed qualified under the Law or an exemption from such qualification is available. 2.5 Further understands that in the Purchaser shall have event the right to assign requirements of Rule 144 are not met, registration under the Act, compliance with Regulation A or transfer the Restricted Common Stock to its Affiliates at some other registration exemption will be required for any time without the consent disposition of the CompanyStock; and that, although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own risk. 2.6 Has either (i) a preexisting business or personal relationship with the Company or its directors or officers or (ii) by reason of Purchaser’s business or financial experience, the capacity to protect Purchaser’s own interest in connection with the transactions contemplated by this Agreement. 2.7 Without in any way limiting the representations set forth above and subject to compliance with Sections 4, 5 and 6 below, Purchaser further agrees not to make any disposition of all or any portion of the Stock unless and until: 2.7.1 There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or

Representations of the Purchaser. 8.1 The Purchaser represents and warrants to the Vendor as follows, with the intent that the Vendor will rely thereon in entering into this Agreement and in concluding the purchase and sale contemplated hereby, that: (a) It is the intent of the Purchaser that its purchase of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws. (b) Purchaser will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under the Securities Act or in transactions which do not require registration under the Securities Act. (c) Purchaser is a corporation duly organized incorporated, validly existing, and validly existing in good standing under the laws of British Columbia and has the power, authority, and capacity to enter into this Agreement and to carry out its terms; (b) the execution and delivery of this Agreement and the completion of the transactions contemplated hereby has been duly and validly authorized by all necessary corporate action on the part of the Purchaser, and this Agreement constitutes a valid and binding obligation of the Purchaser in accordance with its terms; (c) as at the Closing Date, all necessary steps and corporate proceedings will have been taken by the Purchaser to duly create and issue the Spectrum Shares and the Spectrum Warrants and to reserve the Warrant Shares; (d) as at the Closing Date, the Spectrum Shares will be duly and validly created, issued and registered in the name of the Vendor, or such other name as the Vendor may direct the Purchaser in writing, and will be outstanding as fully paid and non-assessable, but will be subject to the Registration Agreement, the Escrow Agreement and any obligations or requirements imposed on the Vendor by any and all applicable securities legislation or securities exchange commission; (e) as at the Closing Date, all documents will have been filed, all proceedings will have been taken and all legal requirements imposed upon the Purchaser will have been fulfilled under the securities legislation in the Province of British Columbia and the State of California New York to permit the issuance and sale by the Purchaser and the purchase by the Vendor of the Spectrum Shares and the Spectrum Warrants and to reserve the Warrant Shares, subject to the filing by the Purchaser, within the prescribed time periods, of such reports as are required under applicable securities legislation; (f) the Purchaser is a reporting issuer in good standing for the purposes of the Securities Act (British Columbia) and the Securities Act (Ontario); (g) as at the Closing Date, subject in part to the representations of the Vendor contained in the letter referred to in Clause 12.1(k)(v), all documents will have been filed, all requisite proceedings will have been taken, and all approvals, permits, exemptions, consents, orders and authorizations required under all applicable securities legislation and in accordance with the requirements of the NASDAQ Stock Market and The Toronto Stock Exchange imposed on the Purchaser will have been obtained for the valid issuance, delivery, distribution and sale of the Spectrum Shares and the Spectrum Warrants and the reservation of the Warrant Shares by the Purchaser and that the Spectrum Shares will be approved for listing on the NASDAQ Stock Market and The Toronto Stock Exchange; (h) the Spectrum Shares, the Spectrum Warrants and the Warrant Shares are being issued pursuant to certain exemptions from the registration and prospectus requirements of the Securities Act (British Columbia) as a result of which the Spectrum Shares, the Spectrum Warrants and the Warrant Shares will be restricted from resale within the province of British Columbia for a period of 12 months from the Closing Date such restrictions do not however preclude the resale of such securities outside of British Columbia during the restricted period; (i) as of the date of this Agreement, the Purchaser is in good standing with respect to the filing of annual returns under such laws and has all requisite corporate powers and authority to enter into this Agreement.the Companies Act (British Columbia); (dj) On or prior to as at the date of the initial Closing, Purchaser will have taken all action necessary for the authorization, execution, delivery and performance execution of this Agreement., the authorized capital of the Purchaser consists of 50,000,000 Common Shares, of which 9,459,397 Common Shares are issued and outstanding as fully paid and non-assessable; and (ek) to the Purchaser's knowledge, the obligations of the Purchaser has (i) reviewed under this AgreementAgreement and all agreements referred to herein, and the written statementscreation and issue of the Spectrum Shares and the Spectrum Warrants will not conflict with the constating documents of the Purchaser, any existing law applicable to the Purchaser, and documents, delivered any agreement to Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from which the Company as to matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stocka party. (f) Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in financial and business matters to evaluate the merits and risks of the investment represented by this Agreement; (iii) is able to bear the economic risk of the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunities. (g) Purchaser is acquiring the Restricted Common Stock for its own account and with its general assets for the purpose of investment and not with a view to the resale, transfer or distribution thereof, and has no present intention of selling, transferring, negotiating or otherwise disposing of any Restricted Common Stock. Notwithstanding anything in this Agreement to the contrary, it is agreed that the Purchaser shall have the right to assign or transfer the Restricted Common Stock to its Affiliates at any time without the consent of the Company.

Representations of the Purchaser. The Purchaser represents and warrants to the Company as follows, each of which representation and warranty is true and correct as of the date hereof: (a) It is The Purchaser has full power and authority to enter into and perform this Agreement in accordance with its terms, and it was not organized for the intent specific purpose of acquiring the Note or any securities issuable upon conversion of the Purchaser that its purchase Note. (b) This Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of it, enforceable in accordance with the terms of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration Agreement. (c) The Purchaser is an “accredited investor” as that term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws. (b) Purchaser will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under the Securities Act or in transactions which do not require registration under the Securities Act. (c) Purchaser is a corporation duly organized and validly existing under the laws of the State of California is in good standing under such laws and has all requisite corporate powers and authority to enter into this Agreementamended. (d) On or prior to The Note is being acquired by the date Purchaser, and any securities issuable upon conversion of the initial ClosingNote will be acquired by the Purchaser, Purchaser will have taken all action necessary for investment for the authorizationPurchaser’s own account, executionnot as a nominee or agent, delivery and performance of this Agreement. (e) Purchaser has (i) reviewed this Agreement, and the written statements, and documents, delivered to Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from the Company as to matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stock. (f) Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in financial and business matters to evaluate the merits and risks of the investment represented by this Agreement; (iii) is able to bear the economic risk of the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunities. (g) Purchaser is acquiring the Restricted Common Stock for its own account and with its general assets for the purpose of investment and not with a view to the resale, transfer resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, transferringgranting any participation in, negotiating or otherwise disposing of any Restricted Common Stockdistributing the same. Notwithstanding anything in this Agreement to the contrary, it is agreed The Purchaser further represents that the Purchaser shall does not presently have the right any contract, undertaking, agreement or arrangement with any person to assign sell, transfer or transfer the Restricted Common Stock grant participations to its Affiliates at such person or to any time without the consent third person, with respect to any securities issuable upon conversion of the Note. (e) The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the issuance of the Note with the Company’s management and has had an opportunity to review the Company’s facilities. (f) The Purchaser understands that any securities issuable upon conversion of the Note have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that any securities issuable upon conversion of the Note are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold any securities issuable upon conversion of the Note indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify any securities issuable upon conversion of the Note for resale except as set forth in the Rights Agreement (as defined below). (g) The Purchaser understands that no public market now exists for any securities issuable upon conversion of the Note, and that the Company has made no assurances that a public market will ever exist for any such securities. (h) The Purchaser understands that any securities issuable upon conversion of the Note, may bear one or all of the following legends, or legends to the following effect: (A) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN SO REGISTERED AND QUALIFIED OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION. THE COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE OF ANY PROPOSED SALE OR TRANSFER WITH THE REQUIREMENTS OF THE SECURITIES ACT.” (B) Any legend required by the securities laws of any state to the extent such laws are applicable to any securities issuable upon conversion of the Note represented by the certificate so legended.

Representations of the Purchaser. The In connection with the purchase of the Restricted Stock, each Purchaser represents and warrants as followsto the Company the following: (a5.1 Purchaser is familiar with the term "accredited investor" and its use in connection with private placements of securities under applicable U.S. federal and state laws. Purchaser represents and warrants that Purchaser is an accredited investor as such term is defined in Rule 501(a) It is the intent of the Purchaser that its purchase of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration promulgated under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws. (b) Purchaser will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under the Securities Act or in transactions which do not require registration under the Securities Act. (c) 5.2 Purchaser is a corporation duly organized and validly existing under the laws of the State of California is in good standing under such laws and has all requisite corporate powers and authority to enter into this Agreement. (d) On or prior to the date of the initial Closing, Purchaser will have taken all action necessary for the authorization, execution, delivery and performance of this Agreement. (e) Purchaser has (i) is aware of the Company’s business affairs and financial condition, has reviewed this Agreementthe most recent current, quarterly, and annual reports of the written statements, Company filed with the SEC pursuant to the requirements of the 1934 Act; and documents, delivered to Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Restricted Stock. Purchaser has such knowledge and experience in financial and business matters as to matters about make Purchaser capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. Purchaser has been furnished with all information which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as deems necessary to evaluate the merits and risks of acquiring the purchase of the Restricted Common Stock. , and Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stock. (f) Purchaser (i) has had the risks involved in opportunity to ask questions and receive answers concerning the investment represented by this Agreement explained; (ii) has knowledge Restricted Stock and experience in financial the Company, and business matters to evaluate obtain any additional information concerning the merits Restricted Stock and risks the Company necessary to verify the accuracy of the investment represented by this Agreement; (iii) information furnished or made available to Purchaser in connection herewith. Purchaser is able to bear the economic risk of the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunities. (g) in the Restricted Stock. Purchaser is acquiring purchasing the Restricted Common Stock for its investment for his or her own account and with its general assets for the purpose of investment only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Act. 5.3 Purchaser understands that the Restricted Stock has not been registered under the Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein. 5.4 Purchaser understands that the Restricted Stock is a "restricted security" under applicable U.S. federal and state securities laws and that, pursuant to these laws, Purchaser must hold the Restricted Stock indefinitely unless the Restricted Stock is registered with the SEC and qualified by state authorities or an exemption from such registration and qualification requirements is available. Purchaser acknowledges that, except as specified in Section 4 hereof, the Company has no obligation to register or qualify the Restricted Stock for resale. Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Restricted Stock, and requirements relating to the resale, transfer or distribution thereofCompany which are outside of the Purchaser's control and which the Company is under no obligation to, and has no present intention may not be able to, satisfy. 5.5 Purchaser understands that Purchaser may suffer adverse tax consequences as a result of selling, transferring, negotiating Purchaser's purchase or otherwise disposing disposition of any the Restricted Common Stock. Notwithstanding anything Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Restricted Stock and that Purchaser is not relying on the Company for any tax advice. 5.6 Purchaser has the full legal right, power and authority to enter into and perform this Agreement. This Agreement to constitutes the contraryPurchaser's valid and binding obligation, it is agreed that enforceable against the Purchaser shall have the right to assign or transfer the Restricted Common Stock to in accordance with its Affiliates at any time without the consent of the Companyterms.

Representations of the Purchaser. The Purchaser acknowledges that the Existing Notes have not been registered under the Securities Act and that the Issuer does not intend to register the Additional Notes under the Securities Act, and the Purchaser represents and warrants to the Issuer as follows: (a) It is the intent The Purchaser has received a copy of the Purchaser that its purchase preliminary offering memorandum with respect to the 144A/Reg S Notes, dated September 17, 2014 (the “Preliminary Offering Memorandum”), a pricing term sheet (the “Pricing Term Sheet”) setting forth the terms of the Restricted Common Stock contemplated by this Agreement shall constitute 144A/Reg S Notes omitted from the Preliminary Offering Memorandum and certain other information and a transaction exempt from registration under the Securities Act of 1933final offering memorandum, as amended dated September 18, 2014 (the "Securities Act") “Offering Memorandum”), setting forth information regarding the Issuer, the Guarantors, the Notes and any applicable state securities lawsthe Guarantees with respect to the 144A/Reg S Notes. (b) The Purchaser understands and accepts that the purchase of the Additional Notes involves various risks, including the risks outlined in the Offering Memorandum. The Purchaser represents that it is able to bear any loss associated with an investment in the Additional Notes. (c) The Purchaser is familiar with the business, financial condition and operations of the Issuer, all as generally described in the Offering Memorandum. The Purchaser has had access to such information concerning the Issuer and the Additional Notes as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Additional Notes. (d) The Purchaser understands that, unless it notifies the Issuer in writing to the contrary at or before the Closing Date, each of the Purchaser’s representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing Date, taking into account all information received by the Purchaser. (e) The Purchaser understands that no federal or state agency has passed upon the merits or risks of an investment in the Additional Notes or made any finding or determination concerning the fairness or advisability of this investment. (f) The Purchaser has such knowledge, skill and experience in business, financial and investment matters that the Purchaser is capable of evaluating the merits and risks of an investment in the Additional Notes. With the assistance of the Purchaser’s own professional advisors, to the extent that the Purchaser has deemed appropriate, the Purchaser has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Additional Notes and the consequences of this Agreement. The Purchaser has considered the suitability of the Additional Notes as an investment in light of its own circumstances and financial condition and the Purchaser is able to bear the risks associated with an investment in the Additional Notes and its authority to invest in the Additional Notes. (g) The Purchaser is an “accredited investor” as defined in Rule 501(a)(3) under the Securities Act. The Purchaser agrees to furnish any additional information requested by the Issuer or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Additional Notes. (h) The Purchaser is acquiring the Additional Notes solely for its own beneficial account, for investment purposes, and not offer with a view to, or sell for resale in connection with, any Restricted Common Stock except distribution of the Additional Notes. The Purchaser understands that the Additional Notes have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Purchaser and of the other representations made by the Purchaser in this Agreement. The Purchaser understands that the Issuer is relying upon the representations and agreements contained in this Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (i) The Purchaser understands that the Additional Notes are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the Purchaser may dispose of the Additional Notes only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and the Purchaser understands that the Issuer has no obligation or intention to register any of the Additional Notes, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Accordingly, the Purchaser understands that under the Commission’s rules, the Purchaser may dispose of the Additional Notes principally only in private resale transactions which do not require are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the Purchaser. Consequently, the Purchaser understands that the Purchaser must bear the economic risks of the investment in the Additional Notes for an indefinite period of time. (cj) The Purchaser is agrees: (A) that the Purchaser will not sell, assign, pledge, give, transfer or otherwise dispose of the Additional Notes or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a corporation duly organized and validly existing registration of the Additional Notes under the laws Securities Act and all applicable state securities laws, or in a transaction which is exempt from the registration provisions of the State Securities Act and all applicable state securities laws, (B) that the certificates representing the Additional Notes will bear a legend making reference to the foregoing restrictions and (C) that the Issuer and its affiliates shall not be required to give effect to any purported transfer of California is such Additional Notes except upon compliance with the foregoing restrictions. (k) The Purchaser acknowledges that neither the Issuer nor any other person offered to sell the Additional Notes to it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in good standing under such laws and any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising. (l) The Purchaser has all requisite corporate powers power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes the legal and binding agreement of the Purchaser, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally or general principles of equity. (dm) On or prior to the date of the initial Closing, Purchaser will have taken all action necessary for the authorization, The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated by this Agreement. (e) Purchaser has , do not as of the date hereof and will not as of the Closing Date (i) reviewed this Agreement, and violate the written statements, and documents, delivered to Purchaser as described in Section 2.01(e); andorganizational documents of the Purchaser, (ii) received satisfactory response from violate any material agreement to which the Company as to matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making a party or by which the Purchaser or any of its decision to purchase the Restricted Common Stock. (f) Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in financial and business matters to evaluate the merits and risks of the investment represented by this Agreement; property or assets is bound, or (iii) is able to bear the economic risk of the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunities. (g) Purchaser is acquiring the Restricted Common Stock for its own account and with its general assets for the purpose of investment and not with a view violate any law, rule, regulation, judgment, injunction, order or decree applicable to the resale, transfer or distribution thereof, and has no present intention of selling, transferring, negotiating or otherwise disposing of any Restricted Common Stock. Notwithstanding anything in this Agreement to the contrary, it is agreed that the Purchaser shall have the right to assign or transfer the Restricted Common Stock to its Affiliates at any time without the consent of the CompanyPurchaser.

Representations of the Purchaser. The Purchaser represents and warrants as follows: (a) It The Purchaser is an Accredited Investor within the intent meaning of Regulation D of the Purchaser that its purchase rules and regulations of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws). (b) Purchaser will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under the Securities Act or in transactions which do not require registration under the Securities Act. (c) The Purchaser is a corporation duly organized and validly existing under the laws of the State of California Cayman Islands, is in good standing under such laws laws, and has all requisite corporate powers and authority to enter into this Agreement. (c) The Purchaser is a closely-held corporation, all of whose outstanding shares of Common Stock are owned by Kenneth Dart, an individual residing in the Cayman Xxxxxxx. (d) On or prior to the date of Closing Date, the initial Closing, Purchaser will have taken all action necessary for the authorization, execution, delivery and performance of this Agreement. (e) The Purchaser has (i) carefully reviewed this Agreement, and the any other written statements, statements and documents, documents delivered to Purchaser as described in Section 2.01(e)the Purchaser; and, (ii) received satisfactory response from the Company as to all matters about which the Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) above and relating to the Company's business condition, prospects and plans as plans; and (iii) visited the Company's business location and received all information requested from the Company and had access to all information and personnel that the Purchaser deemed necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common StockShares. (f) The Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in financial and business matters to evaluate the merits and risks of the investment represented by this Agreement; (iii) is able to bear the economic risk of the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined that this investment is suitable for the Purchaser in light of the Purchaser's financial circumstances and available investment opportunities. (g) The Purchaser is acquiring the Restricted Common Stock Shares for its own account and with its general assets for the purpose of investment and not with a view to the resale, transfer or distribution thereof, and has no present intention of selling, transferring, negotiating or otherwise disposing of any Restricted Shares. The Purchaser is acquiring the Shares in conformity with Federal Regulation 16 CFR 802.9 solely for the purpose of investment in accordance with that regulation. (h) The Purchaser understands that the Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or pursuant to an exemption therefrom, and that in the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act, the Shares must be held indefinitely. Accordingly, the Purchaser will not offer or sell any of the Shares except pursuant to an effective registration statement under the Securities Act or in one or more transactions that do not require registration under the Securities Act. (i) The Purchaser, together with its "Affiliates" and "Associates," as determined under Rule 12b-2 of the General Rules and Regulations under the Exchange Act, will not purchase or otherwise acquire from any source for a period of two (2) years from the date of this Agreement, shares of Common Stock that cause the Purchaser, together with its Affiliates and Associates, to own more than fifteen percent (15%) of the then outstanding shares of Common Stock. Notwithstanding anything in this Agreement to the contrary, it is agreed that the Purchaser shall have the right to assign or transfer the Restricted Common Stock to its Affiliates at any time without the prior written consent of the Company. (j) The Company shall place conspicuously upon each certificate representing the Shares a legend substantially in the following form, the terms of which are agreed to by the Purchaser: "The securities represented by this certificate have been issued without registration or qualification under the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws (the "State Acts"). Such securities may not be sold, assigned, transferred or otherwise disposed of, beneficially or on the records of the company, unless the securities represented by this certificate have been registered or qualified under the Securities Act and the applicable State Acts or there has been delivered to the company an opinion of counsel, satisfactory to the company, to the effect that such registration and qualification are not required." (k) The Purchaser has not retained any broker or finder or incurred any liability for any brokerage fees, commissions or finders' fees for which the Company may be liable in connection with the transactions contemplated by this Agreement.

Representations of the Purchaser. Because of the exemptions from the -------------------------------- registration requirements of the federal Securities Act of 1933 (the "ACT") and --- from the qualification requirements of the California Corporate Securities Law of 1968 (the "LAW") relied upon by the Company in making the sale of the Stock --- to Purchaser, Purchaser hereby warrants that Purchaser: 2.1 Is aware that the Stock is highly speculative and that there can be no assurance as to what return, if any, there may be. 2.2 Is aware of the Company's business affairs and financial condition; has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock; has received, read and understood the Company's Strategic Business Plan dated September 1994 and the documents referenced therein; and has received an opportunity to ask questions in relation to the Company's business, legal and financial affairs and to obtain all additional information which Purchaser or his or her purchaser representative or professional adviser requested. 2.3 Is purchasing the Stock for investment for the Purchaser's own ----------------------- account only and not with a view to, or for resale in connection with, any ------------ "distribution" thereof within the meaning of the Act or the Law. 2.4 Understands that the Stock has not been registered under the Act or qualified under the Law by reason of specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser's investment intent as expressed herein. In this connection, the Purchaser understands that, in the view of the Securities and Exchange Commission (the "COMMISSION"), the statutory basis for such exemption from the ---------- Act may not be available if the Purchaser's representations mean that the Purchaser's present intention is to hold the Stock for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 2.5 Further understands that the Stock must be held indefinitely unless it is subsequently registered under the Act and qualified under the Law or an exemption from such registration and such qualification is available. 2.6 Is aware of Rule 144 promulgated under the Act which permits limited public resale of stock acquired in a non-public offering, subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about the Company, the passage of not less than two years after the holder has purchased and completed payment for the stock to be sold, effectuation of the sale on the public market through a broker in an unsolicited "broker's transaction" or to "market maker", and, under certain circumstances, compliance with specified limitations on the amount of securities to be sold (generally, one percent (1%) of the total amount of common stock outstanding) during any three-month period; provided, however, that such conditions need not be met by a person who is not an affiliate of the Company at the time of sale and has not been an affiliate for the preceding three (3) months, if the securities have been beneficially owned by such person for at least three (3) years prior to their sale. The Purchaser represents and warrants as follows: (a) It is understands that the intent Company's Common Stock may not be publicly traded or the Company may not be satisfying the current public information requirements of Rule 144 at the time the Purchaser wishes to sell the Stock; and thus, the Purchaser may be precluded from selling the Stock under Rule 144 even though the two-year minimum holding period may have been satisfied. In addition, the Purchaser is aware that its purchase Rule 144 does not affect the Purchaser's obligations under the Law and, notwithstanding the availability of Rule 144, the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt may not be sold unless it is qualified under the Law or an exemption from such qualification is available. 2.7 Further understands that in the event the requirements of Rule 144 are not met, registration under the Securities Act Act, compliance with Regulation A or some other registration exemption will be required for any disposition of 1933the Stock; and that, as amended (although Rule 144 is not exclusive, the "Securities Act") Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and any applicable state securities lawsother than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own risk. 2.8 Has either (bi) Purchaser will not offer a preexisting business or sell any Restricted Common Stock except pursuant personal relationship with the Company or its directors or officers or (ii) by reason of Purchaser's business or financial experience, the capacity to an effective registration statement under protect Purchaser's own interest in connection with the Securities Act or in transactions which do not require registration under the Securities Act. (c) Purchaser is a corporation duly organized and validly existing under the laws of the State of California is in good standing under such laws and has all requisite corporate powers and authority to enter into transaction contemplated by this Agreement. (d) On or prior to the date of the initial Closing, Purchaser will have taken all action necessary for the authorization, execution, delivery and performance of this Agreement. (e) Purchaser has 2.9 Is (i) reviewed this Agreement, experienced in investing in companies recently organized and in the written statements, and documents, delivered to Purchaser as described in Section 2.01(e); anddevelopment state, (ii) received satisfactory response from the Company as able to matters about which Purchaser has inquired relating to fend for itself in connection with this Agreement, investment and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stock. (f) Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in financial and business matters to evaluate the merits and risks of the investment represented by this Agreement; (iii) is able to bear the economic risk of the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunities. (g) Purchaser is acquiring the Restricted Common Stock for its own account and with its general assets for the purpose of investment and not with a view to the resale, transfer or distribution thereof, and has no present intention of selling, transferring, negotiating or otherwise disposing of any Restricted Common Stock. Notwithstanding anything in this Agreement to the contrary, it is agreed that the Purchaser shall have the right to assign or transfer the Restricted Common Stock to its Affiliates at any time without the consent of the Company.

Representations of the Purchaser. The Purchaser represents represents, warrants and warrants agrees as follows: (a) It is the intent of Purchaser's present intention to acquire the Purchaser that its purchase of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws. (b) Purchaser will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under the Securities Act or in transactions which do not require registration under the Securities Act. (c) Purchaser is a corporation duly organized and validly existing under the laws of the State of California is in good standing under such laws and has all requisite corporate powers and authority to enter into this Agreement. (d) On or prior to the date of the initial Closing, Purchaser will have taken all action necessary Shares hereunder for the authorization, execution, delivery and performance of this Agreement. (e) Purchaser has (i) reviewed this Agreement, and the written statements, and documents, delivered to Purchaser as described in Section 2.01(e); and, (ii) received satisfactory response from the Company as to matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stock. (f) Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in financial and business matters to evaluate the merits and risks of the investment represented by this Agreement; (iii) is able to bear the economic risk of the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunities. (g) Purchaser is acquiring the Restricted Common Stock for its own account as principal and with its general assets that the shares are being and will be acquired for the purpose of investment and not with a view to distribution or resale. (b) The Purchaser has such knowledge and experience in business and financial matters that the resalePurchaser is capable of evaluating the merits and risks of the investment contemplated hereby. (c) The Purchaser has full power and authority to execute, deliver and perform this Agreement and to make this Agreement the valid and enforceable obligation of the Purchaser. (d) The Purchaser understands that the Shares will be "restricted securities" as that term is defined in Rule 144 under the Securities Act and that the Shares may only be resold in compliance with applicable federal and state securities laws. (e) The Purchaser's domicile is located at the Purchaser's address set forth on the signature page hereto. (f) The Purchaser is an "Accredited Investor" as defined in Rule 501(a) of the Securities Act, a copy of which is set forth on Exhibit A to this Agreement, and the Purchaser has certified to the Company the basis for that Purchaser's Accredited Investor status by checking the appropriate category on Exhibit A and signing and dating that Exhibit. (g) The Purchaser acknowledges that the Company has entered into or expects to enter into separate but substantially identical stock purchase agreements (the "Other Stock Purchase Agreements" and together with this Agreement, the "Stock Purchase Agreements") with other purchasers ("Other Purchasers") providing for the sale to the Other Purchasers of shares of Common Stock. This Agreement and the Other Stock Purchase Agreements are separate agreements and the sales of such shares to the Purchaser and the Other Purchasers are and will be deemed to be separate sales. (h) The Purchaser has no contract, understanding, agreement or arrangement with any person to sell, transfer or distribution thereof, pledge to such person or anyone else any of the Shares the Purchaser hereby purchases (in whole or in part) and that the Purchaser has no present intention of sellingplans to enter into any such contract, transferringundertaking, negotiating agreement or otherwise disposing of arrangement. (i) The Purchaser will provide, if requested, any Restricted Common Stock. Notwithstanding anything additional information that may be requested or required to determine the Purchaser's eligibility to purchase the Shares. (j) The Purchaser acknowledges that the Purchaser's representations, warranties, acknowledgements and agreements in this Agreement will be relied upon by the Company in determining the Purchaser's suitability as a purchaser of the Shares. (k) The Purchaser has not retained a broker or finder in connection with the Purchaser's purchase of the Shares and to the contrary, it is agreed that Purchaser's knowledge there are no other persons entitled to compensation in connection with the sale of the Shares to the Purchaser shall have the right other than consulting fees due to assign or transfer the Restricted Common Stock to its Affiliates at any time without the consent of the CompanyRichard Hansen.

Representations of the Purchaser. The Purchaser hereby represents and warrants as follows: (a) 4.1 It is the intent of the Purchaser that its purchase of the Restricted Common Stock contemplated by this Agreement shall constitute a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws. (b) Purchaser will not offer or sell any Restricted Common Stock except pursuant to an effective registration statement under the Securities Act or in transactions which do not require registration under the Securities Act. (c) Purchaser is a corporation duly organized and validly existing public company formed under the laws of the State of California is in good standing under such laws and Delaware, whose securities are listed for trade on the NY Stock Exchange (the “NYSE”). 4.2 It has all requisite the full corporate powers power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Purchaser has duly and validly executed and delivered this Agreement, and assuming compliance by the Company herewith, this Agreement when executed by the Purchaser will constitute valid, binding and enforceable obligations of the Purchaser in accordance with its terms. 4.3 It has sufficient immediately available funds in cash to pay the Investment Amount and to satisfy any other obligations hereunder and in connection with the transactions contemplated hereby on the terms and conditions as set forth herein. 4.4 It is aware that the Purchased Shares and the Additional Shares (as defined in Section 7 below) are and will be subject to Section 15 of the Securities Law and the Securities Law Regulations (Details with Regard to Sections 15A to 15C of the Law), 2000, which imposes certain restrictions in respect of the tradability of the Purchased Shares and the Additional Shares. 4.5 On the date of this Agreement, it does not hold any securities of the Company, directly or indirectly. 4.6 No written or oral agreement or voting agreement exists between the Purchaser and any of the holders of the other securities of the Company or any other person or entity concerning their rights and/or holdings in the Company. 4.7 It is a company incorporated under the laws of Delaware. No consents, approvals, authorizations or permits are required in connection with the consummation by the Purchaser of the transactions contemplated by this Agreement. (d) On or prior 4.8 The Purchaser will, promptly after execution of this Agreement by both parties, deliver to the date of the initial Closing, Purchaser will have taken Company in English all action necessary for the authorization, execution, delivery and performance of this Agreement. (e) Purchaser has (i) reviewed this Agreement, and the written statements, and documents, delivered to Purchaser as described data listed in Section 2.01(e); and, (ii) received satisfactory response from the Company as to matters about which Purchaser has inquired relating to this Agreement, and other documents described in Section 2.01(e) and relating to the Company's business condition, prospects and plans as necessary to evaluate the merits and risks of acquiring the Restricted Common Stock. Purchaser has informed the Company that Purchaser is relying on all such information and documents in making its decision to purchase the Restricted Common Stock. (f) Purchaser (i) has had the risks involved in the investment represented by this Agreement explained; (ii) has knowledge and experience in financial and business matters to evaluate the merits and risks of the investment represented by this Agreement; (iii) is able to bear the economic risk of the investment represented by this Agreement (including a complete loss of this investment); and (iv) has determined that this investment is suitable for Purchaser in light of Purchaser's financial circumstances and available investment opportunities. (g) Purchaser is acquiring the Restricted Common Stock for its own account and with its general assets Exhibit 4.8 attached hereto for the purpose of investment and not with a view publishing immediate reports pursuant to the resaleSecurities Law Regulations (Private Offering of Securities in a Listed Company), transfer or distribution thereof2001 (the “Private Offering Regulations”) and the Securities Law Regulations (Periodic and Immediate Statements), and has no present intention 1970. In the event that the Company shall be required by applicable law to provide additional information to that listed in Exhibit 4.8 for the purpose of sellingpublishing immediate reports, transferring, negotiating or otherwise disposing of any Restricted Common Stock. Notwithstanding anything in this Agreement to the contrary, it is agreed that then the Purchaser shall have provide the right Company with any such additional information; provided, however, that the Company shall provide reasonable assistance to assign Purchaser should Purchaser wish to approach a court or transfer the Restricted Common Stock applicable regulatory authority to its Affiliates at any time without the consent of the Companydetermine whether such additional information is required to be submitted and/or whether it may be submitted on a confidential basis.