SERIES A PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), is made as of the

__ day of _____________, 2010, by and among _______, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), each of __________________________________ (the "Founders") and ____________ L.P. (the "Investor"). W I T N E S S E T H: WHEREAS, the Company is engaged in the business of content delivery networks; and WHEREAS, the Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company to raise capital by means of the issuance of ___________ of the Company's shares of Series A Preferred Stock, par value $ 0.0001 per share ("Preferred A Shares"), constituting __% of the Company's shares on a Fully Diluted Basis (as defined below), to the Investor at a price per Preferred A Share of US$________ (the "Price Per Share") on the terms and conditions more fully set forth in this Agreement; and WHEREAS, the Investor desires to invest in the Company pursuant to the terms and conditions more fully set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows: 1. 00000000The Transaction. 1.1. Issue and Purchase of Shares. Subject to the terms and conditions hereof, at the Closing (i) the Company shall issue and allot to the Investor, and the Investor shall purchase from the Company, _____________ Preferred A Shares (the "Shares"), at the Price Per Share, making an aggregate investment of US$____________ (the "Purchase Price"). The Price Per Share is based on a pre-money valuation of the Company of US$_____________ on a Fully Diluted Basis. For the purposes of this Agreement, "Fully Diluted Basis" shall mean including all convertible securities, existing options and warrants, and the Pool (as defined in Section 7.2 below). 2. Closing of Issue and Purchase. 2.1. Closing. The purchase of the Shares by the Investor, the issue and allotment of the Shares by the Company, and the registration of the Shares in the name of the Investor in the stock ledger of the Company, shall take place at a closing (the "Closing") to be held at the offices of _________________, at 10:00 a.m. on _________ __, 2010, or such other date, time and place as the Company and the Investor shall mutually agree. 2.2. Transactions at the Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 2.2.1. The Company shall deliver to the Investor the following documents:

- 2 (a) True and correct copies of the resolution of the Company's stockholders in the form attached hereto as Schedule 2.2.1(a)A, by which, (i) the Amended and Restated Certificate of Incorporation attached hereto as Schedule 2.2.1(a)B (the "Amended Certificate") was duly adopted and approved, and (ii) the By-laws of the Company were amended and restated by the By-Laws in the form attached hereto as Schedule 2.2.1(a)C; (b) True and correct copies of resolutions of the Board in the form attached hereto as Schedule 2.2.1(b) approving the adoption of the Amended Certificate, issuing and allotting the Shares to the Investor against payment of the Purchase Price, reserving an appropriate number of the Company's Common Stock (as hereafter defined) for issuance upon conversion of the Shares and reserving the Pool (as defined in Section 7.2 below), and approving this Agreement, the other agreements contemplated hereby or which are ancillary hereto, and the transactions contemplated hereby and thereby and amending and restating the ByLaws of the Company as set forth therein; (c) Avalidly executed stock certificate covering the Shares, issued in the names of the Investor, in the form attached hereto as Schedule 2.2.1(c); (d) A certificate from the Company duly executed by an executive officer of the Company, dated as of the date of the Closing, in the form attached hereto as Schedule 2.2.1(d); (e) An opinion of ________________, counsel to the Company, dated as of the date of the Closing, in the form attached hereto as Schedule 2.2.1(e); (f) A certificate of the Company's legal existence and good standing and qualification to do business in the State of Delaware, dated as soon as possible close to the Closing and in no event earlier than the date hereof and three (3) business days prior to the date of the Closing; (g) Copies of waivers of preemptive rights to participate in the transactions contemplated herein from all of the stockholders of the Company; (h) Indemnity Agreements in favor of the members of the Company's Board of Directors in the forms attached hereto as Schedule 2.2.1(h) duly executed by the Company (the "Indemnity Agreements"); (i) Management Rights Agreement in the form attached hereto as Schedule 2.2.1(i), duly executed by the Company (the "Management Rights Agreement"); (j) A certificate duly issued by the Secretary of State of the State of Delaware, certifying the filing and acceptance of the Amended Certificate; (k) Employment Agreements executed with each of the Founders in the forms of Schedule 2.2.1(k)A, 2.2.1(k)B and 2.2.1(k)C; (l) Letters of Waiver and Release in the forms of Schedule 2.2.1(l)A, 2.2.1(l)B and 2.2.1(l)C;

- 3 (m) Resolutions of the Subsidiarys (as defined below) Board of Directors and Shareholders in the forms of Schedules 2.2.1(m)A and 2.2.1(m)B respectively, by which, among others, the Articles of Association in the form of Schedule 2.2.1(m)C hereto were adopted; and (n) Stock Repurchase Agreements executed with each of the Founders in the forms of Schedule 2.2.1(n)A, 2.2.1(n)B and 2.2.1(n)C. 2.2.2. The Company shall register the allotment of the Shares to the Investor in the stock ledger of the Company, which shall be in the form of Schedule 2.2.2. 2.2.3. The Investor's designee shall be appointed to the Company's board of directors. 2.2.4. The Investor shall cause the transfer in immediately available United States Dollars to the Company of the purchase price for the Shares being issued to it by wire transfer, banker's check, or such other form of payment as is mutually agreed by the Company and the Investor. 2.2.5. The Company, all existing stockholders of the Company and the Investor shall execute and deliver the Investors Rights Agreement substantially in the form attached hereto as Schedule 2.2.5 (the "Investors Rights Agreement"). 2.2.6. The Company, all existing stockholders of the Company, and the Investor shall execute and deliver the Stockholders Agreement substantially in the form attached hereto as Schedule 2.2.6 (the "Stockholders Agreement", and together with the Investors Rights Agreement and the Amended Certificate, the "Transaction Documents"). 3. Representations and Warranties of the Company and the Founders. The Company and the Founders hereby severally but not jointly represent and warrant to the Investor, and acknowledge that the Investor is entering into this Agreement in reliance thereon, as follows (for the purpose of this Section "knowledge" of any corporate entity shall mean the knowledge of its directors and executive officers): 3.1. Organization. The Company is duly organized, validly existing and in good standing under the laws of the state of Delaware, and has full corporate power and authority to own, lease and operate its properties and assets and to conduct its business as now being conducted and as proposed to be conducted. The Company has all requisite power and authority to execute and deliver this Agreement and the other agreements contemplated hereby or which are ancillary hereto and to consummate the transactions and perform its obligations contemplated hereby and thereby. Neither the nature of the Company's business as now conducted or as proposed to be conducted nor the Company's ownership or leasing of its property require that the Company be qualified to do business or be in good standing in any jurisdiction other than the state in which it was incorporated. The Certificate of Incorporation of the Company as in effect immediately prior to the Closing is attached hereto as Schedule 3.1. None of the Company or the Subsidiary has taken any action or failed to take any action, which action or failure would preclude or prevent the Company or the Subsidiary from conducting its business after the Closing in the manner heretofore conducted. The Company and the Subsidiary have all franchises, permits, licenses, and any similar authority necessary or required under any law, regulation, rule or ordinance ("Permits") in any applicable jurisdiction, for the conduct of its business as now being conducted and as proposed to be conducted by them, and none of the Company and the Subsidiary is in default under any of the same. Neither the Company nor the Subsidiary needs any Permits in any jurisdiction other than the United States (for the Company) and

- 4 in __________ (for the Subsidiary) for the conduct of its business as now being conducted, and the Company believes that the Company and the Subsidiary can obtain, without undue burden or expense, any such Permits for the conduct of their business as proposed to be conducted by them. The Founders representation hereunder is qualified by knowledge. 3.2. Capital Stock. The authorized capital stock of the Company immediately following the Closing shall consist of (a) _________- shares of Common Stock, par value $0.0001 each (the "Common Stock"), of which (i) ____________- are issued and outstanding, (ii) ____________shall be reserved for issuance upon the exercise of options that have been or will be granted to employees, directors and consultants of the Company under the Company's Plan (as defined in Section 7.2 below) once approved, and (iii) ___________ shall be reserved for issuance upon conversion of the preferred stock; and (b) ____________ shares of preferred stock, par value $0.0001 each, all of which are designated as Preferred A Shares, all of which shall be issued to the Investor at the Closing, subject to the payment of the Purchase Price thereof. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 3.2 there are no other capital stock, preemptive rights, convertible securities, outstanding warrants, options or other rights to subscribe for, purchase or acquire from the Company any capital stock of the Company and there are no contracts or binding commitments providing for the issuance of, or the granting of rights by the Company to acquire from the Company, any capital stock of the Company or under which the Company is, or may become, obligated to issue any of its securities. All issued and outstanding capital stock of the Company has been duly authorized, and is validly issued and outstanding and fully paid and non-assessable. The Shares, when issued and allotted in accordance with this Agreement, will be duly authorized, validly issued, fully paid and non-assessable (subject to the payment of the Purchase Price thereof), and free of any preemptive rights, and will have the rights, preferences, privileges, and restrictions set forth in the Transaction Documents, and will be free and clear of any liens, claims, encumbrances or third party rights of any kind, other than as set forth in the Transaction Documents, as may be amended from time to time in accordance with their terms, and other than as set forth in applicable state and federal securities laws, and duly registered in the name of the Investor in the Company's stock ledger. As of the Closing, the Common Stock issuable upon conversion of the Shares shall have been duly authorized and reserved for issuance by all necessary corporate action and, when issued and allotted in accordance with the terms of the Amended Certificate, will be duly and validly issued, fully paid, non-assessable, and free of any preemptive rights, will have the rights, preferences, privileges and restrictions set forth in the Transaction Documents, as may be amended from time to time in accordance with their terms, and will be free and clear of any liens, encumbrances, claims, or third party rights of any kind, other than as set forth in the Transaction Documents, as may be amended from time to time in accordance with their terms, and other than as set forth in applicable state and federal securities laws and liens or encumbrances created by or imposed by the Investor, and duly registered in the name of the Investor in the Company's stock ledger. Except as set forth in the Investors Rights Agreement, the Company is not under any obligation to register for trading on any securities exchange any of its currently outstanding securities or any of its securities which may hereafter be issued. Since its incorporation, there has been no declaration or payment by the Company of dividends, or any distribution by the Company of any assets of any kind to any of its stockholders in redemption of or as the purchase price for any of the Company's securities. 3.3. Ownership of Shares. Schedule 3.2 hereto represents a fully diluted capitalization table setting forth the number of shares and class of stock capital held by each stockholder of the Company, and the total number of reserved and granted options, warrants, and all other rights to subscribe for, purchase or acquire from the Company any capital stock of the Company prior to, and

- 5 immediately following, the Closing. Except as set forth in Schedule 3.2, the stockholders identified in Schedule 3.2 are the lawful owners, beneficially and of record, of all of the issued and outstanding capital stock of the Company and of all rights thereto, and the Company and the Founders are unaware of the existence or creation of any liens, claims, charges, encumbrances, restrictions, rights, options to purchase, proxies, voting trust and other voting agreements, calls or commitments of any kind, and none of the said individuals owns any other shares, options or other rights to subscribe for, purchase or acquire any capital stock of the Company from the Company, or, to the Company's and the Founders' knowledge, from each other. 3.4. Subsidiaries. Other than an ________ wholly owned subsidiary, ________ Ltd. ("Subsidiary"), the Company does not own or control, directly or indirectly, any interest in any other corporation, association or business entity. The Company is not owned or controlled, directly or indirectly, by any interest in any other corporation, association or business entity. There are no companies, trusts, partnerships, joint ventures, affiliates or other entities which own or have any rights in the Company, its business or assets. All issued and outstanding share capital of the Subsidiary was duly authorized, and is validly issued and outstanding and fully paid and nonassessable. The Subsidiary is duly organized and validly existing under the laws of the State of ______ and has full corporate power and authority to own, lease and operate is properties and assets and to conduct its business as now being conducted and as proposed to be conducted. Neither the nature of the Subsidiarys business as now conducted or as proposed to be conducted nor its ownership or leasing of property require that the Subsidiary be qualified to do business or be in good standing in any jurisdiction other than the State of _________. 3.5. Directors, Officers. Schedule 3.5 contains a list of all directors and officers of the Company and the Subsidiary. Except as set forth in Schedule 3.5, neither the Company nor the Subsidiary has any agreement, obligation or commitment with respect to the election of any individual or individuals to the Board or the Board of Directors of the Subsidiary and to the best of Company's and the Founders' knowledge, there is no voting agreement or other arrangement among the Company's stockholders except as set forth in Schedule 3.5. All agreements, commitments and understandings, whether written or oral, with respect to any compensation to be provided to any of the Company's or the Subsidiarys directors or officers have been fully disclosed in writing to the Investor. 3.6. Financial Statements. The Company was incorporated on __________, 2008, and neither the Company nor the Subsidiary has any liabilities, debts or obligations, whether accrued, absolute or contingent, except as listed on Schedule 3.6. Since their inception, the Company and the Subsidiary have operated only in the usual course of business. Since incorporation, there has not been: (a) any material adverse change in the assets, liabilities, condition (financial or otherwise) or business of the Company and the Subsidiary, on a consolidated basis; (b) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, conditions (financial or otherwise), operating results or business of the Company or the Subsidiary, on a consolidated basis; (c) any waiver by the Company or the Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any material lien, material claim or material encumbrance or payment of any material obligation by the Company or the Subsidiary, except in the ordinary course of business and that is not individually or in the aggregate adverse to the assets, properties, condition (financial or otherwise), operating results or business of the Company and the Subsidiary, on a consolidated basis;

- 6 (e) any material change or amendment to a material contract or material arrangement by which the Company or the Subsidiary or any of their assets or properties is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee of the Company or the Subsidiary; (g) any loans made by the Company or the Subsidiary to its employees, officers, or directors other than travel advances made in the ordinary course of business; (h) any sale, transfer or lease of, except in the ordinary course of business, or mortgage or pledge of imposition of lien on, any of the Companys assets; (i) any change in the accounting methods or accounting principles or practices employed by the Company; (j) any other event or condition of any character that would materially adversely affect the assets, properties, condition (financial or otherwise), operating results or business of the Company or the Subsidiary; (k) any arrangement or commitment by the Company or the Subsidiary to do any of the things described in this Section 3.6. 3.7. Authorization; Approvals. All corporate action on the part of the Company, its stockholders and directors necessary for the authorization, execution, delivery, and performance of all of the Company's obligations under this Agreement, and the other agreements contemplated hereby or which are ancillary hereto and for the authorization of the Shares, the issuance and allotment of the Shares and the authorization, issuance and allotment of the Common Stock issuable upon conversion of the Shares, has been (or will be) taken prior to the Closing. This Agreement and the other agreements contemplated hereby or which are ancillary hereto, when executed and delivered by or on behalf of the Company, shall be duly and validly authorized, executed and delivered, by the Company and shall constitute the valid and legally binding obligations of the Company, legally enforceable against the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in any Transaction Agreement may be limited by applicable laws. No consent, approval, order, license, permit, action by, or authorization of or designation, declaration, or filing with any governmental authority on the part of the Company is required prior to Closing that has not been, or will not have been, obtained by the Company prior to the Closing in connection with the valid execution, delivery and performance of this Agreement and the other agreements contemplated hereby or ancillary hereto or the offer, sale, or issuance of the Shares or the Common Stock issuable upon conversion thereof. The Founders representation hereunder is qualified by knowledge. 3.8. Compliance with Other Instruments. None of the Company or the Subsidiary is in default (a) under its Certificate of Incorporation or Bylaws, or Articles of Association (respectively), or other documents of incorporation, or under any material note, indenture, mortgage, lease, agreement, contract, purchase order or other instrument, document or agreement to which the Company or the Subsidiary is a party or by which it or any of its property is bound or affected, (b) with respect to any law, statute, ordinance, regulation, order, writ, injunction, decree, or judgment of any court or any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which default, in any such case, would adversely affect or in the future is reasonably likely to adversely affect the Company's or the Subsidiarys business, prospects, condition (financial or otherwise), affairs, operations or assets, or (c) any agreement, contract, lease, license or commitment to which the Company or the Subsidiary is a party or to

- 7 which it is subject. To the Company's and the Founders' knowledge, no third party is in default under any material agreement, contract or other instrument or document to which the Company or the Subsidiary is a party or by which it or any of its property is affected. Neither the Company nor the Subsidiary is a party to or bound by any order, judgment, decree or award of any governmental authority, agency, court, tribunal or arbitrator. The Founders representation hereunder is qualified by knowledge. 3.9. No Breach. Neither the execution and delivery of this Agreement and the other agreements contemplated hereby or ancillary hereto nor compliance by the Company with the terms and provisions hereof or thereof, will conflict with, or result in a breach or violation of, any of the terms, conditions and provisions of: (i) the Company's Certificate of Incorporation or Bylaws or the Subsidiarys Articles of Association or other governing instruments of the Company or the Subsidiary, (ii) any judgment, order, injunction, decree, or ruling of any court or governmental authority, domestic or foreign, (iii) any agreement, contract, lease, license or commitment to which the Company is a party or to which it is subject, or (iv) applicable law. Such execution, delivery and compliance will not (a) give to others any rights, including rights of termination, cancellation or acceleration, in or with respect to any agreement, contract or commitment referred to in this paragraph, or to any of the properties of the Company or the Subsidiary, or (b) otherwise require the consent or approval of any person, which consent or approval has not heretofore been obtained. The Founders representation hereunder is qualified by knowledge. 3.10. Records. The minute books of the Company and of the Subsidiary which have been provided to the Investor contain accurate and complete copies of the minutes of every meeting of the Company's and the Subsidiarys stockholders and the boards of directors (and any committee thereof). No resolutions have been passed, enacted, consented to or adopted by the directors (or any committee thereof) or stockholders of the Company or the Subsidiary, except for those contained in such minute books. The corporate records of the Company and of the Subsidiary have been maintained in accordance with all applicable statutory requirements and are complete and accurate in all respects. 3.11. Ownership of Assets. Except as set forth in Schedule 3.11, none of the Company or the Subsidiary currently owns or leases or licenses any assets. The Company or the Subsidiary, as applicable has good and marketable title to all of the assets that it owns and such assets are not subject to any mortgage, pledge, lien, security interest, conditional sale agreement, encumbrance or charge, and such assets are sufficient for the conduct of the Company's or the Subsidiarys business as currently conducted, and as proposed to be conducted. None of the Company or the Subsidiary is in default or in breach of any material provision of their leases or license, and to the Company's and the Founders' knowledge, the Company or the Subsidiary, as applicable holds a valid leasehold or licensed interest in the property they lease or license. To the Company's and the Founders' knowledge, the Company's stockholders do not own or possess, in their individual or any other capacity, any property or other asset which is material, individually or in the aggregate, to the financial condition, operations or business of the Company or the Subsidiary. 3.12. Intellectual Property and Other Intangible Assets. Except as set forth is Schedule 3.12, (a) The Company and its Subsidiary owns and has developed, or has obtained the right to use, free and clear of all liens, claims and restrictions, all patents, trademarks, service marks, trade names and copyrights, and applications, licenses and rights with respect to the foregoing, and all trade secrets, including know-how, inventions, designs, processes, works of authorship, computer programs and technical data and information (collectively herein "Intellectual Property") used and sufficient for use in the conduct of its business as now conducted , without infringing, to the Company's and Founder's knowledge, upon or violating any right, lien, or claim of others, including without limitation past and present employees and consultants of the Company and employers thereof.

- 8 Except as set forth is Schedule 3.12 none of the Company and the Subsidiary are obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service mark, trade name, copyright or other intangible asset, with respect to the use thereof or in connection with the conduct of its business as now conducted or as proposed to be conducted or otherwise. (b) Any and all Intellectual Property of any kind which has been developed, is currently being developed, or will be developed in the future by any employee of the Company or the Subsidiary in the course of their employment by the Company or the Subsidiary or otherwise relating to the Company's or the Subsidiarys business shall be the property solely of the Company or the Subsidiary. The Company and the Subsidiary have taken security measures to protect the secrecy, confidentiality and value of all the Intellectual Property, which measures are reasonable and customary in the industry in which the Company operates. Each of the Company's and the Subsidiarys employees and consultants have entered into written agreements with the Company or the Subsidiary assigning to the Company or to the Subsidiary all rights in Intellectual Property developed for the Company or the Subsidiary in the course of their employment by or services provision to the Company or the Subsidiary or otherwise relating to the Company's or the Subsidiarys business and each of the Company's and the Subsidiarys employees and other persons who, either alone or in concert with others, developed, invented, discovered, derived, programmed or designed the Intellectual Property, or who has knowledge of or access to information about the Intellectual Property, has entered into a written agreement with the Company or with the Subsidiary, as the case may be, protecting the Company's or the Subsidiarys, as the case may be, interest in the Intellectual Property (the "Proprietary Information and Non-Competition Agreement"). True and correct copies of all such Proprietary Information and Non-Competition Agreements have been provided to the Investor. (c) Neither the Company nor the Subsidiary have received any communications alleging that the Company or any of its employees or consultants have violated, or by conducting the Company's and the Subsidiarys business as proposed, would violate, any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity, nor has the Company or the Subsidiary received, or it is aware of any facts or circumstances that can give rise to, a claim that the Company or the Subsidiary is in violation of the material terms of any license, including, without limitation, with respect to open source software, granted to it. To the Company's and the Founders' knowledge, none of the Company's or the Subsidiarys employees are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of an employee's best efforts to promote the interests of the Company or the Subsidiary, as the case may be, or that would conflict with the Company's or the Subsidiarys business as conducted and as proposed to be conducted. It is not and will not become necessary to utilize any inventions of any of the Company's or the Subsidiarys employees or consultants (or people the Company or the Subsidiary currently intends to hire) made prior to their employment by or services provision to the Company or such Subsidiary other than those that have been assigned to the Company or Subsidiary pursuant to the Proprietary Information and Non-Competition Agreement signed by such employee or consultant. 3.13. Taxes. None of the Company or the Subsidiary has made any elections under applicable laws or regulations (other than elections that related solely to methods of accounting, depreciation or amortization) that would have an adverse effect on the Company or the Subsidiary, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or assets. None of the Company or the Subsidiary is currently liable for any tax (whether income tax, capital gains tax, or otherwise) that became due and was not duly paid, or otherwise except as set forth in Schedule 3.13. The Founders representation hereunder is qualified by knowledge.

- 9 3.14. Contracts. Schedule 3.14 contains a true and complete list of all material contracts and agreements (oral or written) to which the Company and/or the Subsidiary is a party or by which its property is bound. Each of such contracts and agreements is valid, is in full force and effect, and is binding upon the Company or the Subsidiary, as applicable, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights; and (ii) general principles of equity that restrict the availability of equitable remedies, and neither the Company or the Subsidiary nor, to the Company's and the Founders' knowledge, any other party thereto is in breach of any material term thereof. True and correct copies of all such contracts have been delivered to the Investor. Except as set forth on Schedule 3.14 or Schedule 3.18 hereto, none of the Company or the Subsidiary has any employment or consulting contracts, deferred compensation agreements or bonus, incentive, profitsharing, or pension plans currently in force and effect, or any understanding with respect to any of the foregoing. 3.15. Litigation. No action, proceeding or governmental inquiry or investigation is pending or, to the Company's and the Founders' knowledge, threatened against the Company or the Subsidiary or any of their officers, directors, or employees (in their capacity as such or as stockholders, if applicable), or against any of the Company's or the Subsidiarys properties, including, without limitation, assets, licenses and rights transferred to the Company or the Subsidiary under any written agreement or other binding undertaking, or with regard to the Company's pr the Subsidiarys business, before any court, arbitration board or tribunal or administrative or other governmental agency, nor, to the Company's and the Founders' knowledge is there any basis for the foregoing. The foregoing includes, without limiting its generality, actions pending or threatened involving the prior employment of any of the Company's or the Subsidiarys employees or use by any of them in connection with the Company's or the Subsidiarys business of any information, property or techniques allegedly proprietary to any of their former employers. There is no action, suit, proceeding or investigation by the Company or the Subsidiary currently pending or that the Company or the Subsidiary intends to initiate. 3.16. No Public Offer. None of the Company or anyone acting on its behalf and under its instructions has offered or will offer securities of the Company or any part thereof for issuance or sale to, or solicit any offer to acquire any of the same from, anyone so as to make issuance and sale of the Shares hereunder not exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act). None of the shares of the Company's stock capital issued and outstanding has been offered or sold by the Company in such a manner as to make the issuance and sale of such shares not exempt from such registration and prospectus requirements, and all such shares of capital stock have been offered and sold by the Company in compliance with all applicable federal and state securities laws. The Founders representation hereunder is qualified by knowledge. 3.17. Interested Party Transactions. Except as set forth in Schedule 3.17, no officer, director or stockholder of the Company or any Subsidiary, or, to the Company's and the Founders' knowledge, any affiliate of any such person or entity or the Company or the Subsidiary, has or has had, directly or indirectly, (a) an interest in any person or entity which (i) furnishes or sells services or products which are furnished or sold or are proposed to be furnished or sold by the Company or the Subsidiary, or (ii) purchases from or sells or furnishes to the Company or the Subsidiary any goods or services, or (b) a beneficial interest in any material contract or agreement to which the Company or the Subsidiary is a party or by which it may be bound or affected. There are no existing arrangements or proposed transactions between the Company or the Subsidiary and any officer, director, or stockholder of the Company or the Subsidiary, or, to the Company's and the Founders' knowledge, any affiliate or associate of any such person. No employee, shareholder, officer, or director of the Company or the Subsidiary is indebted to the Company or the Subsidiary, nor is the

- 10 Company indebted (or committed to make loans or extend or guarantee credit) to any of them. None of the Company's directors, officers, and to the best of the Company's and the Founders' knowledge, none of the Company's employees or consultants, or their affiliates or family members, directly or indirectly, owns any material interest in any entity which is a competitor of the Company or the Subsidiary. 3.18. Employees. Except as set forth in Schedule 3.18A, none of the Company or the Subsidiary has any engagement or employment contract with any officer or employee or any other consultant or person which is not terminable by it at will without liability, upon up to thirty (30) days prior notice. Except as Set forth in Schedule 3.18B, none of the Company or the Subsidiary has any deferred compensation or stock option covering any of its officers or employees. Except as set forth in Schedule 3.18C, the Company and the Subsidiary have complied with all applicable employment laws, policies, procedures and agreements relating to employment, terms and conditions of employment and to the proper withholding and remission to the proper tax and other authorities of all sums required to be withheld from employees under applicable laws respecting such withholding. Each of the Company and the Subsidiary has paid in full to all of its respective employees, wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees on or prior to the date hereof. Neither the Company nor the Subsidiary is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union. To the Company's and the Founders' knowledge, no employee of the Company has violated any material term of his or her employment agreement. Schedule 3.18D hereto lists (a) all employees of the Company and the Subsidiary, and (b) all employment, non-competition and confidentiality agreements between the Company or the Subsidiary and any employee or consultant of the Company or the Subsidiary. True and correct copies of such agreements have been delivered to the Investor. 3.19. Brokers. Except as set forth in Schedule 3.19 hereto, no agent, broker, investment banker, person or firm acting in a similar capacity on behalf of or under the authority of the Company is or will be entitled to any broker's or finder's fee or any other commission or similar fee, directly or indirectly, on account of any action taken by the Company in connection with any of the transactions contemplated under this Agreement. The Company agrees to indemnify and hold the Investor harmless from and against any claim or liability resulting from any party claiming any such commission or fee, if such claims shall be contrary to the foregoing statement. 3.20. Government Incentives. Neither the Company nor the Subsidiary has received any grants, incentives, benefits (including tax benefits) and subsidies from any governmental or regulatory authority or any agency thereof. 3.21. Insurance. Neither the Company nor the Subsidiary has any insurance policies in force. 3.22. Full Disclosure. The Company has provided the Investor with all information such Investor has requested. Neither this Agreement (including the Schedules hereto) nor any certificates made or delivered in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading, in view of the circumstances in which they were made. To the best of the Company's and the Founders' knowledge and judgment, there is no material fact or information relating to the business, prospects, condition (financial or otherwise), affairs, operations, or assets of the Company or the Subsidiary that has not been disclosed to the Investor by the Company. 3.23. Effectiveness; Survival; Indemnification.

- 11 3.23.1. Each representation and warranty herein is deemed to be made on the date of this Agreement and at the Closing, and shall survive and remain in full force and effect following the Closing until three (3) years from the date of the Closing, or with respect to Sections 3.1, 3.2, 3.3, 3.7, 3.9, 3.12, 3.12A and 3.13 five (5) years from the date of the Closing (respectively the "Expiration Date"). 3.23.2. In the event of any breach or misrepresentation of any covenant, warranty or representation made by the Company and the Founders, the Company and the Founders, subject to Section 3.23.3 below, shall indemnify the Investor and hold it harmless from any and all direct loss, damage (including, without limitation, any decrease in the value of the Shares), liability and expense (including reasonable legal fees and costs) sustained or incurred by the Investor as a direct result of or in connection with the said breach or misrepresentation. Hereafter, each party against whom indemnification is being sought shall be referred to as an "Indemnifying Party". 3.23.3 Each Founder's indemnification obligations hereunder shall be limited to the transfer of such Founder's shares in the Company to the Investor, and the proceeds of disposal of such securities by such Founder, if and to the extent such disposal took place, free and clear of any liens, claims, charges, encumbrances, restrictions, rights, options to purchase, proxies, voting trust and other voting agreements, calls or commitments of any kind, other than as set forth in the Transaction Documents, as they may be amended from time to time, and without consideration, in such amount which will have a value equal to the indemnification amount payable to the Investor hereunder, with the value of such shares being determined as the fair market value of the shares transferred as determined by an independent and internationally recognized accounting firm chosen by agreement between the parties (and in the event that there is more than one Founder sued, in proportional manner between all Founders sued). The costs and expense of such determination shall be borne by the indemnifying Founder (or Founders); provided, however, that such limitation of liability shall not apply in the event of fraud or willful misrepresentation with respect to the party who committed such fraud or willful misrepresentation. The Company shall not grant any rights of first refusal, tagalong rights and similar rights with respect to such transfer of Founders' shares to the Investor. It is hereby agreed that except in the case of fraud or willful misconduct, the total indemnification to be paid to the Investor under this Section shall not exceed the aggregate investment amount invested by the Investor hereunder, plus seven percent (7%) per annum. Notwithstanding the foregoing, the Company shall be required to indemnify the Investor only if the aggregate amount of losses for all claims for which indemnification is sought exceeds fifty thousand US dollars (US$50,000), provided, however, that if and when the aggregate losses so exceed fifty thousand US dollars (US$50,000), all such losses shall be subject to indemnification. The remedies specified in this Section 3.23 shall be the sole and exclusive remedy to which the Investor is entitled with regard to any losses or damages caused to it with regard to any of the representations and warranties made hereunder. 4. Representations and Warranties of the Investor. The Investor hereby represents and warrants to the Company as follows: 4.1. Enforceability. This Agreement and the other agreements contemplated hereby or which are ancillary hereto that are to be executed by the Investor, when executed and delivered by the Investor, will constitute the valid, binding and enforceable obligations of the Investor. 4.2. Authorization. The execution, delivery and performance of the obligations of the Investor hereunder have been duly authorized by all necessary corporate action. 4.3. Brokers. No agent, broker, investment banker, person or firm acting in a similar capacity on behalf of or under the authority of the Investor is or will be entitled to any broker's or

- 12 finder's fee or any other commission or similar fee, directly or indirectly, on account of any action taken by the Investor in connection with any of the transactions contemplated under this Agreement. The Investor agrees to indemnify and hold the Company harmless from and against any claim or liability resulting from any party claiming any such commission or fee, if such claims shall be contrary to the foregoing statement. 4.4. Experience. The Investor is an experienced investor and has reviewed and inspected all of the data and information provided to it by the Company in connection with this Agreement. The Investor is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the 1933 US Securities Act as amended (the "Securities Act"). The Investor acknowledges that it can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Shares and has the capacity to protect its own interests. Moreover, the Investor acknowledges that due to the inherent risk involved in such investment, the Investor's investment may be substantially or totally lost. The Investor represents and agrees that the Shares are purchased only for investment, for its own account, and without any present intention to sell or distribute the Shares. 4.5. Legends. The Investor understands that, until registered under the Securities Act or transferred pursuant to the provisions of Rule 144 as promulgated by the Securities and Exchange Commission, all certificates evidencing any of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR WITHOUT AN EXEMPTION THEREFROM OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933." 4.6. No Public Market. The Investor understands that the Shares have not been registered under the Securities Act and no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company's securities. 4.7. Full Access to Information. The Investor has had full opportunity to inquire and receive all information relating to the Company and all other information it deemed necessary to enable it to evaluate the financial risk inherent in making the investment hereunder, and deciding whether to purchase the Shares. The Investor has not been expressly denied any information that it has requested from the Company. 4.8. Purchase Entirely for Own Account. The Shares and shares issuable upon conversion thereof (collectively, the "Securities") will be acquired for investment for such Investor's own account, not as a nominee or agent, and not with a current view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, or otherwise distributing the same. 4.9. Nothing in this Section 4 shall be deemed or construed so as to derogate from the representations and warranties of the Company and the Founders in Section 3 above.

- 13 5. Conditions of Closing of the Investor. The obligations of the Investor to purchase the Shares and to transfer the funds at the Closing are subject to the fulfillment at or before the Closing of the following conditions precedent, any one or more of which may be waived in whole or in part by the Investor, which waiver shall be at the sole discretion of the Investor: 5.1. Representations and Warranties. The representations and warranties made by the Company in this Agreement shall have been true and correct when made, and shall be true and correct as of the Closing as if made on the date of the Closing. 5.2. Covenants. All covenants, agreements, and conditions contained in this Agreement to be performed or complied with by the Company prior to the Closing shall have been performed or complied with by the Company prior to or at the Closing. 5.3. Consents, etc. The Company shall have secured all permits, consents and authorizations that shall be necessary or required lawfully to consummate this Agreement and to issue the Shares to the Investor at the Closing. 5.4. Delivery of Documents. All of the documents to be delivered by the Company pursuant to Section 2.2.1 shall be in a form and substance satisfactory to the Investor and its counsel, and shall have been delivered to the Investor. The Investors Rights Agreement and the Stockholders Agreement shall have been executed by each of the other parties thereto and delivered to the Investor by the Company. 5.5. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incidental to such transactions shall be satisfactory in substance and form to the Investor and its counsel, and the Investor and its counsel shall have received all such counterpart originals or certified or other copies of such documents as the Investor or its counsel may reasonably request. 5.6. Absence of Adverse Changes. From the date hereof until the Closing, there will have been no material adverse change in the financial or business condition of the Company. 5.7. Amended Certificate. The Company shall have filed the Amended Certificate with the Secretary of State of Delaware, which shall be in full force and effect as of the date of the Closing. 6. Conditions of Closing of the Company. The Company's obligations to sell and issue the Shares at the Closing are subject to the fulfillment at or before the Closing of the conditions that (a) all covenants, agreements and conditions contained in this Agreement to be performed, or complied with, by the Investor prior to the Closing shall have been performed or complied with by the Investor prior to or at the Closing, (b) the representations and warranties made by the Investor in this Agreement shall have been true and correct when made, and shall be true and correct as of the date of the Closing, which conditions may be waived in whole or in part by the Company, and which waiver shall be at the sole discretion of the Company. 7. Affirmative Covenants. 7.1. Use of Proceeds. The Company will use the proceeds of the issuance and sale of the Shares in accordance with the Company's annual budget as approved by the Board and the Investor and attached hereto as Schedule 7.1. 7.2. ESOP. Prior to the Closing, the Company shall reserve ___________ shares of Common Stock for issue to directors, officers, employees and consultants of the Company (the "Pool"),

- 14 representing __% of the capital stock of the Company on a fully diluted basis immediately following the Closing, for existing options and future grants of options to employees, directors and consultants under an Employee Stock Option Plan to be established by the Company and approved by the Board and, to the extent required, the Stockholders of the Company, as soon as practicable following the Closing (the "Plan"), such Plan to apply a vesting schedule of the granted options of four years, such that one quarter of the granted options shall vest on the first anniversary of the grant and the remainder of the granted options shall vest in thirty six (36) equal monthly installments. 7.3. Insurance. Within 30 days of the Closing, the Company shall obtain from financially sound and reputable insurers: (i) directors' and officers' liability insurance in a form and coverage satisfactory to the Investor and (ii) key man life insurance on each Founder in the amount of $2,000,000. The Company shall at all times maintain such insurances in full force and effect, and shall pay all premiums in respect thereof. 7.4. Legal Fees. The Company shall pay at the Closing a fixed transaction fee of $________ plus VAT to the Investor's counsel, as reimbursement for all legal and other fees and costs incurred by the Investor in connection with the transaction contemplated hereby, including in connection with the due diligence processes, the negotiations and preparation of the transaction documents. 7.5. Ordinary Course. From the date hereof and until the Closing the Company shall conduct its business solely in the ordinary course of business, and, among other things, shall not without the Investor's prior consent, make any distribution of any kind to its stockholders or enter into any related party transaction or incur any material indebtedness. 8. 0Miscellaneous 8.1. Further Assurances. Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the parties as reflected thereby. 8.2. Governing Law; Jurisdiction. This Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard to the conflict of laws provisions thereof. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the courts in the district of ________________ for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the courts in the district of ______________, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. The prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the courts in the district of ____________. 8.3. Successors and Assigns; Assignment. Except as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. None of the rights, privileges, or obligations set forth in, arising under, or created by this Agreement may be assigned or transferred without the prior consent in writing of each party to this Agreement, with the exception of the following assignments and transfers which may be made freely without such consent: Assignments and transfers from the

- 15 Investor (a) to any other entity which controls, is controlled by or is under common control with, the Investor, (b) to the Investor's partners and to affiliated partnerships managed by the same management company or managing general partner or by an entity which controls, is controlled by, or is under common control with, such management company or managing general partner, and (c) to any fund (or shareholder or partner of any such fund), or any beneficiary of a trust or an account or arrangement, managed by the Investor or by the general partner or managing entity of the Investor or by an affiliate thereof. 8.4. Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled. Any term of this Agreement may be amended only with the written consent of the Company and the Investor, and, with respect to any term the amendment of which affects the Founders, also the written consent of the Founders. The observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the Party against such waiver is sought. 8.5. Notices, etc. All notices and other communications required or permitted hereunder to be given to a party to this Agreement shall be in writing and shall be telecopied or mailed by registered or certified mail, postage prepaid, or prepaid air courier, or otherwise delivered by hand or by messenger, addressed to such party's address as set forth below or at such other address as the party shall have furnished to each other party in writing in accordance with this provision: if to the Investor:

if to the Company: if to the Founders: or such other address with respect to a party as such party shall notify each other party in writing as above provided. Any notice sent in accordance with this Section 8.5 shall be effective (i) if mailed, seven (7) business days after mailing, (ii) if by air courier two (2) business days after delivery to the courier service, (iii) if sent by messenger, upon delivery, and (iv) if sent via facsimile or email, upon transmission and electronic confirmation of receipt or, if transmitted and received on a non-business day, on the first business day following transmission and electronic confirmation of receipt (provided, however, that any notice of change of address shall only be valid upon receipt). 8.6. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default under this Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. Except as expressly stated herein, all remedies, either under this Agreement or by law or otherwise afforded to any of the parties, shall be cumulative and not alternative.

- 16 8.7. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction. 8.8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the parties actually executing such counterpart, and all of which together shall constitute one and the same instrument. 8.9. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

[The Signature Page Follows]

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IN WITNESS WHEREOF the parties have signed this Agreement as of the date first hereinabove set forth.

_____________, INC. By: ________________________

Name: ________________________

Title: ________________________

_____________________ L.P.

By:

__________________________

Name: __________________________ Title: __________________________

________________________________