Free Series AA Stock Purchase Agreement - All States

[COMPANY NAME]

SERIES AA PREFERRED STOCK

PURCHASE AGREEMENT

[date]

[COMPANY NAME]

SERIES AA PREFERRED STOCK PURCHASE AGREEMENT

This Series AA Preferred Stock Purchase Agreement (this ``Agreement'')
is made as of _______ __, 200__, by and among [company name], a Delaware
corporation (the ``Company''), and the persons and entities (each, an
``Investor'' and collectively, the ``Investors'') listed on the Schedule
of Investors attached hereto as Exhibit A (the ``Schedule of
Investors'').

Authorization, Sale and Issuance of Series AA Preferred Stock

Authorization

. The Company will, prior to the Initial Closing (as defined below),
authorize (a) the sale and issuance of up to [_______] shares (the
``Shares'') of the Company's Series AA Preferred Stock, par value $[___]
per share (the ``Series AA Preferred''), having the rights, privileges,
preferences and restrictions set forth in the Amended and Restated
Certificate of Incorporation of the Company, in substantially the form
attached hereto as Exhibit B (the ``Restated Certificate'') and (b) the
reservation of shares of Common Stock for issuance upon conversion of
the Shares (the ``Conversion Shares'').

Sale and Issuance of Shares

. Subject to the terms and conditions of this Agreement, each Investor
agrees, severally and not jointly, to purchase, and the Company agrees
to sell and issue to each Investor, the number of Shares set forth in
the column designated ``Number of Series AA Shares'' opposite such
Investor's name on the Schedule of Investors, at a cash purchase price
of $[_____] per share (the ``Purchase Price''). The Company's agreement
with each Investor is a separate agreement, and the sale and issuance of
the Shares to each Investor is a separate sale and issuance.

Closing Dates and Delivery

Closing

The purchase, sale and issuance of the Shares shall take place at one or
more closings (each of which is referred to in this Agreement as a
``Closing''). The initial Closing (the ``Initial Closing'') shall take
place at the Company's offices at [insert address], at [insert time]
local time on [insert initial closing date], or such other date as the
Company determines in its sole discretion.

If less than all of the Shares are sold and issued at the Initial
Closing, then, subject to the terms and conditions of this Agreement,
the Company may sell and issue at one or more subsequent closings (each,
a ``Subsequent Closing''), within 120 days after the Initial Closing, up
to the balance of the unissued Shares to such persons or entities as may
be approved by the Company in its sole discretion. Any such sale and
issuance in a Subsequent Closing shall be on the same terms and
conditions as those contained herein, and such persons or entities
shall, upon execution and delivery of the relevant signature pages,
become parties to, and be bound by, this Agreement and the Investors'
Rights Agreement in substantially the form attached hereto as Exhibit C
(the ``Rights Agreement,'' and together with this Agreement, the
``Agreements''), without the need for an amendment to any of the
Agreements except to add such person's or entity's name to the
appropriate exhibit to such Agreements, and shall have the rights and
obligations hereunder and thereunder, in each case as of the date of the
applicable Subsequent Closing. Each Subsequent Closing shall take place
at such date, time and place as shall be approved by the Company in its
sole discretion.

Immediately after each Closing, the Schedule of Investors will be
amended to list the Investors purchasing Shares hereunder and the number
of Shares issued to each Investor hereunder at each such Closing. The
Company will furnish to each Investor copies of the amendments to the
Schedule of Investors referred to in the preceding sentence.

Delivery

. At each Closing, the Company will deliver to each Investor in such
Closing a certificate registered in such Investor's name representing
the number of Shares that such Investor is purchasing in such Closing
against payment of the purchase price therefor as set forth in the
column designated ``Purchase Price'' opposite such Investor's name on
the Schedule of Investors, by (a) check payable to the Company, (b) wire
transfer in accordance with the Company's instructions, (c) cancellation
of indebtedness or (d) any combination of the foregoing. In the event
that payment by an Investor is made, in whole or in part, by
cancellation of indebtedness, then such Investor shall surrender to the
Company for cancellation at the Closing any evidence of indebtedness or
shall execute an instrument of cancellation in form and substance
acceptable to the Company.

Representations and Warranties of the Company

A Schedule of Exceptions, if necessary, shall be delivered to the
Investors in connection with each Closing. Except as set forth on the
Schedule of Exceptions delivered to the Investors at the applicable
Closing, the Company hereby represents and warrants to the Investors as
follows:

Organization, Good Standing and Qualification

. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware. The Company has
the requisite corporate power and authority to own and operate its
properties and assets, to carry on its business as presently conducted,
to execute and deliver the Agreements, to issue and sell the Shares and
the Conversion Shares and to perform its obligations pursuant to the
Agreements and the Restated Certificate. The Company is presently
qualified to do business as a foreign corporation in each jurisdiction
where the failure to be so qualified could reasonably be expected to
have a material adverse effect on the Company's financial condition or
business as now conducted (a ``Material Adverse Effect'').

Capitalization

Immediately prior to the Initial Closing, the authorized capital stock
of the Company will consist of [_______] shares of Common Stock, of
which [_______] shares are issued and outstanding and [_______] shares
of Preferred Stock, all of which are designated Series AA Preferred and
none of which are issued and outstanding. The Common Stock and the
Series AA Preferred shall have the rights, preferences, privileges and
restrictions set forth in the Restated Certificate.

The outstanding shares have been duly authorized and validly issued in
compliance with applicable laws, and are fully paid and nonassessable.

The Company has reserved:

the Shares for issuance pursuant to this Agreement;

(ii) shares of Common Stock (as may be adjusted in accordance with the
provisions of the Restated Certificate) for issuance upon conversion of
the Shares; and

(iii) [_______] shares of Common Stock authorized for issuance to
employees, consultants and directors pursuant to its [______] Stock
Plan, under which options to purchase [________] shares are issued and
outstanding as of the date of this Agreement.

The Shares, when issued and delivered and paid for in compliance with
the provisions of this Agreement, will be validly issued, fully paid and
nonassessable. The Conversion Shares have been duly and validly reserved
and, when issued in compliance with the provisions of this Agreement,
the Restated Certificate and applicable law, will be validly issued,
fully paid and nonassessable. The Shares and the Conversion Shares will
be free of any liens or encumbrances, other than any liens or
encumbrances created by or imposed upon the Investors; provided,
however, that the Shares and the Conversion Shares are subject to
restrictions on transfer under U.S. state and/or federal securities laws
and as set forth herein and in the Rights Agreement. Except as set forth
in the Rights Agreement, the Shares and the Conversion Shares are not
subject to any preemptive rights or rights of first refusal.

Authorization

. All corporate action on the part of the Company and its directors,
officers and stockholders necessary for the authorization, execution and
delivery of the Agreements by the Company, the authorization, sale,
issuance and delivery of the Shares and the Conversion Shares, and the
performance of all of the Company's obligations under the Agreements has
been taken or will be taken prior to the Initial Closing. The
Agreements, when executed and delivered by the Company, shall constitute
valid and binding obligations of the Company, enforceable in accordance
with their terms, except (i) as limited by laws of general application
relating to bankruptcy, insolvency and the relief of debtors and (ii) as
limited by rules of law governing specific performance, injunctive
relief or other equitable remedies and by general principles of equity.

Financial Statements

. The Company was recently formed, has not yet begun significant
operations, and has not prepared any financial statements.

Material Contracts

. All of the Company's agreements and contracts in effect as of the
date of this Agreement with a value in excess of [$25,000] and all other
contracts deemed material by the Company are as set forth in the
Schedule of Exceptions (the ``Material Contracts''). The Material
Contracts are, to the Company's knowledge, valid, binding and in full
force and effect in all material respects, subject to the laws of
general application relating to bankruptcy, insolvency and the relief of
debtors and the rules of law governing specific performance, injunctive
relief and other equitable remedies.

Intellectual Property

. To the knowledge of the Company (without having conducted any special
investigation or patent search), the Company owns or possesses or can
obtain on commercially reasonable terms sufficient legal rights to all
patents, trademarks, service marks, trade names, copyrights, trade
secrets, licenses (software or otherwise), information, processes and
similar proprietary rights (``Intellectual Property'') necessary to the
business of the Company as presently conducted, the lack of which could
reasonably be expected to have a Material Adverse Effect. Except for
agreements with its own employees or consultants, standard end-user
license agreements, support/maintenance agreements and agreements
entered in the ordinary course of the Company's business, there are no
outstanding options, licenses or agreements relating to the Intellectual
Property, and the Company is not bound by or a party to any options,
licenses or agreements with respect to the Intellectual Property of any
other person or entity. The Company has not received any written
communication alleging that the Company has violated any of the
Intellectual Property of any other person or entity.

Proprietary Information and Invention Assignment

. Each technical and senior managerial employee of the Company has
executed a confidential information and invention assignment agreement.
To the knowledge of the Company, no such employee is in violation of
such confidential information and invention assignment agreement.

Title to Properties and Assets; Liens

. The Company has good and marketable title to its properties and
assets, and has good title to all its leasehold interests, in each case
subject to no material mortgage, pledge, lien, lease, encumbrance or
charge, other than (i) liens for current taxes not yet due and payable,
(ii) liens imposed by law and incurred in the ordinary course of
business for obligations not past due, (iii) liens in respect of pledges
or deposits under workers' compensation laws or similar legislation, and
(iv) liens, encumbrances and defects in title which do not in any case
materially detract from the value of the property subject thereto or
have a Material Adverse Effect, and which have not arisen otherwise than
in the ordinary course of business.

Compliance with Other Instruments.

The Company is not in violation of any material term of its
Certificate of Incorporation or Bylaws, each as amended to date, or, to
the Company's knowledge, in any material respect of any term or
provision of any material indebtedness, contract or agreement to which
it is party which would have a Material Adverse Effect. To the Company's
knowledge, the Company is not in violation of any federal or state
statute, rule or regulation applicable to the Company the violation of
which would have a Material Adverse Effect. The execution and delivery
of the Agreements by the Company, the performance by the Company of its
obligations pursuant to the Agreements, and the issuance of the Shares
and the Conversion Shares, will not result in any material violation of,
or materially conflict with, or constitute a material default under, the
Company's Certificate of Incorporation or Bylaws, each as may be amended
to date.

Tax Returns and Payments

. The Company has timely filed all tax returns required to be filed by
it with appropriate federal, state and local governmental agencies,
except where the failure to do so would not have a Material Adverse
Effect. These returns and reports are true and correct in all material
respects. All taxes shown to be due and payable on such returns, any
assessments imposed, and, to the Company's knowledge, all other taxes
due and payable by the Company on or before the Initial Closing have
been paid or will be paid prior to the time they become delinquent.

Representations and Warranties of the Investors

Each Investor hereby, severally and not jointly, represents and warrants
to the Company as follows:

No Registration

. Such Investor understands that the Shares and the Conversion Shares,
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, the availability of which depends upon, among other
things, the bona fide nature of the investment intent and the accuracy
of such Investor's representations as expressed herein or otherwise made
pursuant hereto.

Investment Intent

. Such Investor is acquiring the Shares and the Conversion Shares, for
investment for its own account, not as a nominee or agent, and not with
the view to, or for resale in connection with, any distribution thereof,
and that such Investor has no present intention of selling, granting any
participation in, or otherwise distributing the same. Such Investor
further represents that it does not have any contract, undertaking,
agreement or arrangement with any person or entity to sell, transfer or
grant participation to such person or entity or to any third person or
entity with respect to any of the Shares or the Conversion Shares.

Investment Experience

. Such Investor has substantial experience in evaluating and investing
in private placement transactions of securities in companies similar to
the Company and acknowledges that such Investor can protect its own
interests. Such Investor has such knowledge and experience in financial
and business matters so that such Investor is capable of evaluating the
merits and risks of its investment in the Company.

Speculative Nature of Investment

. Such Investor understands and acknowledges that the Company has a
limited financial and operating history and that an investment in the
Company is highly speculative and involves substantial risks. Such
Investor can bear the economic risk of such Investor's investment and is
able, without impairing such Investor's financial condition, to hold the
Shares and the Conversion Shares for an indefinite period of time and to
suffer a complete loss of such Investor's investment.

Access to Data

. Such Investor has had an opportunity to ask questions of, and receive
answers from, the officers of the Company concerning the Agreements, the
exhibits and schedules attached hereto and thereto and the transactions
contemplated by the Agreements, as well as the Company's business,
management and financial affairs, which questions were answered to its
satisfaction. Such Investor believes that it has received all the
information such Investor considers necessary or appropriate for
deciding whether to purchase the Shares and the Conversion Shares. Such
Investor understands that such discussions, as well as any information
issued by the Company, were intended to describe certain aspects of the
Company's business and prospects, but were not necessarily a thorough or
exhaustive description. Such Investor acknowledges that any business
plans prepared by the Company have been, and continue to be, subject to
change and that any projections included in such business plans or
otherwise are necessarily speculative in nature, and it can be expected
that some or all of the assumptions underlying the projections will not
materialize or will vary significantly from actual results. Such
Investor also acknowledges that it is not relying on any statements or
representations of the Company or its agents for legal advice with
respect to this investment or the transactions contemplated by the
Agreements.

Accredited Investor

. The Investor is an ``accredited investor'' within the meaning of
Regulation D, Rule 501(a), promulgated by the Securities and Exchange
Commission under the Securities Act and shall submit to the Company such
further assurances of such status as may be reasonably requested by the
Company.

Residency

. The residency of the Investor (or, in the case of a partnership or
corporation, such entity's principal place of business) is correctly set
forth on the Schedule of Investors.

Rule 144

. Such Investor acknowledges that the Shares and the Conversion Shares
must be held indefinitely unless subsequently registered under the
Securities Act or an exemption from such registration is available. Such
Investor is aware of the provisions of Rule 144 promulgated under the
Securities Act which permit limited resale of shares purchased in a
private placement subject to the satisfaction of certain conditions,
including among other things, the existence of a public market for the
shares, the availability of certain current public information about the
Company, the resale occurring not less than one year after a party has
purchased and paid for the security to be sold, the sale being effected
through a ``broker's transaction'' or in transactions directly with a
``market maker'' and the number of shares being sold during any
three-month period not exceeding specified limitations. Such Investor
understands that the current public information referred to above is not
now available and the Company has no present plans to make such
information available. Such Investor acknowledges and understands that
notwithstanding any obligation under the Rights Agreement, the Company
may not be satisfying the current public information requirement of Rule
144 at the time the Investor wishes to sell the Shares or the Conversion
Shares, and that, in such event, the Investor may be precluded from
selling such securities under Rule 144, even if the other requirements
of Rule 144 have been satisfied. Such Investor acknowledges that, in the
event all of the requirements of Rule 144 are not met, registration
under the Securities Act or an exemption from registration will be
required for any disposition of the Shares or the underlying Common
Stock. Such Investor understands that, although Rule 144 is not
exclusive, the Securities and Exchange Commission has expressed its
opinion that persons proposing to sell restricted securities received in
a private offering other than in a registered offering or 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 the transactions do
so at their own risk.

No Public Market

. Such Investor understands and acknowledges that 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.

Authorization

Such Investor has all requisite power and authority to execute and
deliver the Agreements, to purchase the Shares hereunder and to carry
out and perform its obligations under the terms of the Agreements. All
action on the part of the Investor necessary for the authorization,
execution, delivery and performance of the Agreements, and the
performance of all of the Investor's obligations under the Agreements,
has been taken or will be taken prior to the Closing.

The Agreements, when executed and delivered by the Investor, will
constitute valid and legally binding obligations of the Investor,
enforceable in accordance with their terms except: (i) to the extent
that the indemnification provisions contained in the Rights Agreement
may be limited by applicable law and principles of public policy, (ii)
as limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement
of creditors' rights generally, and (iii) as limited by laws relating to
the availability of specific performance, injunctive relief or other
equitable remedies or by general principles of equity.

No consent, approval, authorization, order, filing, registration or
qualification of or with any court, governmental authority or third
person is required to be obtained by the Investor in connection with the
execution and delivery of the Agreements by the Investor or the
performance of the Investor's obligations hereunder or thereunder.

Brokers or Finders

. Such Investor has not engaged any brokers, finders or agents, and
neither the Company nor any other Investor has, nor will, incur,
directly or indirectly, as a result of any action taken by the Investor,
any liability for brokerage or finders' fees or agents' commissions or
any similar charges in connection with the Agreements.

Tax Advisors

. Such Investor has reviewed with its own tax advisors the U.S.
federal, state, local and foreign tax consequences of this investment
and the transactions contemplated by the Agreements. With respect to
such matters, such Investor relies solely on such advisors and not on
any statements or representations of the Company or any of its agents,
written or oral. The Investor understands that it (and not the Company)
shall be responsible for its own tax liability that may arise as a
result of this investment or the transactions contemplated by the
Agreements.

Legends

. Such Investor understands and agrees that the certificates evidencing
the Shares or the Conversion Shares, or any other securities issued in
respect of the Shares or the Conversion Shares upon any stock split,
stock dividend, recapitalization, merger, consolidation or similar
event, shall bear the following legend (in addition to any legend
required by the Rights Agreement or under applicable state securities
laws):

``THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR
APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE
COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.''

Conditions to Investors' Obligations to Close

Each Investor's obligation to purchase the Shares at a Closing is
subject to the fulfillment on or before the Closing of each of the
following conditions, unless waived in writing by the applicable
Investor purchasing the Shares in such Closing:

Representations and Warranties

. The representations and warranties made by the Company in Section 3
(as modified by the disclosures on the Schedule of Exceptions) shall be
true and correct in all material respects as of the date of such
Closing.

Covenants

. All covenants, agreements and conditions contained in this Agreement
to be performed by the Company on or prior to the Closing shall have
been performed or complied with in all material respects.

Blue Sky

. The Company shall have obtained all necessary Blue Sky law permits
and qualifications, or have the availability of exemptions therefrom,
required by any state for the offer and sale of the Shares and the
Conversion Shares.

Restated Certificate

. The Restated Certificate shall have been duly authorized, executed
and filed with and accepted by the Secretary of State of the State of
Delaware.

Rights Agreement

. The Company and the Investors shall have executed and delivered the
Rights Agreement.

[Board of Directors. The authorized size of the Board of Directors
shall be [______] (__), and the members of the Board of Directors shall
be [________], [____________] and [__________].] [insert only if the
Series AA holders will have a board seat.]

Conditions to Company's Obligation to Close

The Company's obligation to sell and issue the Shares at each Closing is
subject to the fulfillment on or before such Closing of the following
conditions, unless waived in writing by the Company:

Representations and Warranties

. The representations and warranties made by the Investors in such
Closing in Section 4 shall be true and correct when made and shall be
true and correct in all material respects as of the date of such
Closing.

Covenants

. All covenants, agreements and conditions contained in the Agreements
to be performed by Investors on or prior to the date of such Closing
shall have been performed or complied with in all material respects as
of the date of such Closing.

Compliance with Securities Laws

. The Company shall be satisfied that the offer and sale of the Shares
and the Conversion Shares shall be qualified or exempt from registration
or qualification under all applicable federal and state securities laws
(including receipt by the Company of all necessary blue sky law permits
and qualifications required by any state, if any).

Restated Certificate

. The Restated Certificate shall have been duly authorized, executed
and filed with and accepted by the Secretary of State of the State of
Delaware.

Rights Agreement

. The Company and the Investors shall have executed and delivered the
Rights Agreement.

Miscellaneous

Amendment

. Except as expressly provided herein, neither this Agreement nor any
term hereof may be amended, waived, discharged or terminated other than
by a written instrument referencing this Agreement and signed by the
Company and the Investors holding a majority of the Common Stock issued
or issuable upon conversion of the Shares issued pursuant to this
Agreement (excluding any of such shares that have been sold to the
public or pursuant to Rule 144); provided, however, that Investors
purchasing shares in a Closing after the Initial Closing may become
parties to this Agreement in accordance with Section 2.1 without any
amendment of this Agreement pursuant to this paragraph or any consent or
approval of any other Investor. Any such amendment, waiver, discharge or
termination effected in accordance with this paragraph shall be binding
upon each holder of any securities purchased under this Agreement at the
time outstanding (including securities into which such securities have
been converted or exchanged or for which such securities have been
exercised) and each future holder of all such securities. Each Investor
acknowledges that by the operation of this paragraph, the holders of a
majority of the Common Stock issued or issuable upon conversion of the
Shares issued pursuant to this Agreement (excluding any of such shares
that have been sold to the public or pursuant to Rule 144) will have the
right and power to diminish or eliminate all rights of such Investor
under this Agreement.

Notices

. All notices and other communications required or permitted hereunder
shall be in writing and shall be mailed by registered or certified mail,
postage prepaid, sent by facsimile or electronic mail or otherwise
delivered by hand or by messenger addressed:

if to an Investor, at the Investor's address, facsimile number or
electronic mail address as shown in the Company's records, as may be
updated in accordance with the provisions hereof;

if to any other holder of any Shares or Conversion Shares, at such
address, facsimile number or electronic mail address as shown in the
Company's records, or, until any such holder so furnishes an address,
facsimile number or electronic mail address to the Company, then to and
at the address of the last holder of such Shares or Conversion Shares
for which the Company has contact information in its records; or

if to the Company, one copy should be sent to [insert Company's
address], [insert facsimile number], Attn: Chief Executive Officer, or
at such other address as the Company shall have furnished to the
Investors.

With respect to any notice given by the Company under any provision of
the Delaware General Corporation Law or the Company's charter or bylaws,
each Investor agrees that such notice may be given by facsimile or by
electronic mail.

Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when delivered if
delivered personally, or, if sent by mail, at the earlier of its receipt
or 72 hours after the same has been deposited in a regularly maintained
receptacle for the deposit of the United States mail, addressed and
mailed as aforesaid or, if sent by facsimile, upon confirmation of
facsimile transfer or, if sent by electronic mail, upon confirmation of
delivery when directed to the electronic mail address set forth on the
Schedule of Investors.

Governing Law

. This Agreement shall be governed in all respects by the internal laws
of the State of [__________].

Expenses

. The Company and the Investors shall each pay their own expenses in
connection with the transactions contemplated by this Agreement.

Successors and Assigns

. This Agreement, and any and all rights, duties and obligations
hereunder, shall not be assigned, transferred, delegated or sublicensed
by any Investor without the prior written consent of the Company. Any
attempt by an Investor without such permission to assign, transfer,
delegate or sublicense any rights, duties or obligations that arise
under this Agreement shall be void. Subject to the foregoing and except
as otherwise provided herein, the provisions of this Agreement shall
inure to the benefit of, and be binding upon, the successors, assigns,
heirs, executors and administrators of the parties hereto.

Entire Agreement

. This Agreement, including the exhibits attached hereto, constitute
the full and entire understanding and agreement among the parties with
regard to the subjects hereof and thereof. No party shall be liable or
bound to any other party in any manner with regard to the subjects
hereof or thereof by any warranties, representations or covenants except
as specifically set forth herein or therein.

Delays or Omissions

. Except as expressly provided herein, no delay or omission to exercise
any right, power or remedy accruing to any party to this Agreement upon
any breach or default of any other party under this Agreement shall
impair any such right, power or remedy of such non-defaulting party, nor
shall it be construed to be a waiver of any such breach or default, or
an acquiescence therein, or of or in any similar breach or default
thereafter occurring, nor shall any waiver of any single breach or
default 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.
All remedies, either under this Agreement or by law or otherwise
afforded to any party to this Agreement, shall be cumulative and not
alternative.

Severability

. If any provision of this Agreement becomes or is declared by a court
of competent jurisdiction to be illegal, unenforceable or void, portions
of such provision, or such provision in its entirety, to the extent
necessary, shall be severed from this Agreement, and such court will
replace such illegal, void or unenforceable provision of this Agreement
with a valid and enforceable provision that will achieve, to the extent
possible, the same economic, business and other purposes of the illegal,
void or unenforceable provision. The balance of this Agreement shall be
enforceable in accordance with its terms.

Counterparts

. This Agreement may be executed in any number of counterparts, each of
which shall be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one instrument.

Telecopy Execution and Delivery

. A facsimile, telecopy or other reproduction of this Agreement may be
executed by one or more parties hereto and delivered by such party by
facsimile or any similar electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen. Such
execution and delivery shall be considered valid, binding and effective
for all purposes. At the request of any party hereto, all parties hereto
agree to execute and deliver an original of this Agreement as well as
any facsimile, telecopy or other reproduction hereof.

(signature page follows)

IN WITNESS WHEREOF, this Agreement is executed as of the date first
written above.

``COMPANY''

[COMPANY NAME]

a Delaware corporation

By:

Name:

Title:

``INVESTOR''



(Name of Investor)



(Signature)



(Name and title of signatory, if applicable)

EXHIBIT A

SCHEDULE OF INVESTORS

Initial Closing Investors

Investor Number of Series AA Shares Purchase Price

[name of Investor] ________ $________

[address]



[facsimile number]



[email address]





[Add Subsequent Closing(s), as appropriate]

EXHIBIT B

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

EXHIBIT C

INVESTORS' RIGHTS AGREEMENT

This Series AA Preferred Stock Purchase Agreement and all of the Series
AA financing documents on this website have been prepared by Wilson
Sonsini Goodrich & Rosati for informational purposes only and do not
constitute advertising, a solicitation, or legal advice. Transmission
of such materials and information contained herein is not intended to
create, and receipt thereof does not constitute formation of, an
attorney-client relationship. Internet subscribers and online readers
should not rely upon this information for any purpose without seeking
legal advice from a licensed attorney in the reader's state. The
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(Signature Page to Series AA Preferred Purchase Agreement)

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