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Series A Preferred Share Purchase Agreement

The sale of the shares and the subsequent conversion of the preferred shares into conversion shares shall not be subject to subscription rights or pre-emptive rights that have not been duly abandoned or respected. 6.1 Governing Law. This Agreement is entirely governed by and construed in accordance with the laws of the State of California, as such laws apply to agreements entered into and performed entirely in California, without the principles of the Conflict of Laws Act becoming effective. There are no material options, licenses or agreements of any kind with respect to the aforementioned proprietary rights, nor is the company bound by essential options, licenses or agreements regarding patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of other natural or legal persons, or a part that is related to the purchase of standard product(s). (c) with the exception of the shares reserved for issuance under the Plan and unless they can be granted under this Agreement and related agreements, there are no outstanding options, warrants, rights (including transformation or subscription rights and pre-emption rights), proxy or shareholder agreements or agreements of any kind for the purchase or acquisition of securities of the company.

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