SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (“Agreement”), dated as of the __ day of December,
2008, is entered into by and between ________________, a Delaware limited liability company (“Purchaser”)
and the entities or individuals contained on Schedule A attached hereto (“Seller” or “Sellers”).
WHEREAS, Seller owns and wishes to sell and transfer to Purchaser the shares (“Shares”) and/or notes
(“Notes”) set for opposite Sellers name on Schedule A. (collectively the Shares and Notes shall be referred to
WHEREAS as a material part of this agreement, and as a specific condition to Purchaser’s obligation to
purchaser the Securities, Sellers and Purchaser have entered into a series of Indemnification Agreements
(“Indemnification Agreement”), in substantially the same form as attached hereto as Exhibit B whereby Sellers
and Issuer make certain representations, warranties, covenants and agreements with regard to the Securities and
the Issuer and Sellers agree to indemnify and hold Purchaser harmless for any damages arising from the breach of
such representations, warranties, covenants and agreements as contained in such Indemnification Agreement.
WHEREAS , Purchaser and Seller intend this Agreement and the Indemnification Agreement to be
interpreted as a single fully integrated agreement.
NOW, THEREFORE, in consideration of the foregoing and mutual covenants set forth below, the
parties hereto agree as follows:
1. PURCHASE AND SALE OF THE SHARES AND THE NOTE
1.1 Purchase Price . The aggregate purchase price for the Securities is as set forth each
respective Sellers name as contained on Schedule A (the “Purchase Price”) .
1.3 Transfer of Title . The sale, assignment, conveyance, transfer, and delivery by Seller of the
Securities shall be made by delivering (x) stock certificate(s) representing the Shares, together with one or more
medallion guaranteed stock powers duly endorsed