SERIES 5 PREFERRED STOCK PURCHASE AGREEMENT THIS SERIFS 5 PREFERRED STOCK PURCHASE. AGREEMENT (the 'Agreement') is made and entered into as of June 16, 2011 by and among . , a corporation (the "Company"), and each of those persons and entities, severally and not jointly. whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities arc hereinafter collectively referred to as "Purchasers" and each individually as a "Purchaser"). RECITALS WHEREAS, the Company has authorized the sale and issuance of an aggregate of ^ shares of its Series 5 Preferred Stock (the "Shares") pursuant to this Agreement: and WHEREAS, Purchasers desire to purchase, and the Company desires to issue and sell, the Shares on the terms and conditions set forth herein (the "Financing"). AGREEMENT Now, THEREFORE, in consideration of the foregoing recitals and the mutual promises. representations, warranties, and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the panics hereto agree as follows: 1. AGREEMENT TO SW. AND PURCHASE. 1.1 Authorization of Shares. The Company has authorized the sale and issuance to Purchasers of the Shares and the issuance of such shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Shares"). The Shares and the Conversion Shares have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Articles of Incorporation of the Company, in the form attached hereto as Exhibit B (the "Restated Articles"). 1.2 Sale and Purchase of the Shares. Subject to the terms and conditions hereof, at the Initial Closing (as hereinafter defined), the Company shall issue and sell to each Purchaser, severally and not jointly, and each Purchaser agrees to purchase from the Company, severally and not jointly, the number of Shares set forth opposite such Purchaser's