Preferred Stock Purchase Agreement

Preferred Stock Purchase Agreement page 2

Incorporation of t he Company , in the form attached he reto as Exhibit B (the “ Restated Char ter ”).

1.2 Sale and Purcha se . Subject to the t erm s and conditions he reof, at th e Closing (as hereinafter defined), the Company hereby agrees to issue and sell to each Purchaser, and each

Purchaser agrees t o purchase from the Company, severally and not jointly, the number of Shares set forth

opposite such Purc haser’s nam e on Exhibit A , at a purchase p rice of $[●] pe r share. 2. C LOSING , D ELIVERY A ND P AYMENT . 2.1 Closing . The c losing of the sale and purchase of t he Sh are s un der t his

Agreem ent (t he “ Closing ”) shall take pl ace at 10:00 a.m. on t he date he reof, a t t he offices of ● in ● ,

Colorado or at such other tim e or pl ace as the Company and Purchas ers may mutually agree (such date is

hereinafter refer red to as the “ Closing Da te ”). 2.2 Delivery . A t the C losin g, subject t o t he term s and condi tions he reof, t he

Company will deliver to each Purchaser a certif icate representing the number of Shares to be purchased at