Unassociated Document


    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement (this “Agreement”)
      is
      dated as of May 31, 2008, among Concentric Energy Corporation, a Nevada
      corporation (the “Company”),
      and
      each purchaser identified on the signature pages hereto (each, including its
      successors and assigns, a “Purchaser”
and
      collectively the “Purchasers”).

     

    WHEREAS,
      subject to the terms and conditions set forth in this Agreement and pursuant
      to
      Section 4(2) of the Securities Act of 1933, as amended (the “Securities
      Act”),
      and
      Rule 506 promulgated thereunder, the Company desires to issue and sell to each
      Purchaser, and each Purchaser, severally and not jointly, desires to purchase
      from the Company, securities of the Company as more fully described in this
      Agreement.

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, the Company and each Purchaser agree as
      follows:

     

    ARTICLE
      I.

    DEFINITIONS

     

    1.1 Definitions.
      In addition to the terms defined elsewhere in this Agreement, for all purposes
      of this Agreement, the following terms have the meanings set forth in this
      Section 1.1:

     

    “Action”
shall
      have the meaning ascribed to such term in Section 3.1(j).

     

    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person as such
      terms are used in and construed under Rule 405 under the Securities Act. With
      respect to a Purchaser, any investment fund or managed account that is managed
      on a discretionary basis by the same investment manager as such Purchaser will
      be deemed to be an Affiliate of such Purchaser.

     

    “Board
      of Directors”
means
      the board of directors of the Company. 

     

    “Business
      Day”
means
      any day except Saturday, Sunday, any day which is a federal legal holiday in
      the
      United States or any day on which banking institutions in the State of New
      York
      are authorized or required by law or other governmental action to close and,
      upon the Company becoming listed or quoted on a Trading Market, except any
      day
      that the Common Stock is not trading on the Trading Market.

     

    “Closing”
means
      each closing of the purchase and sale of the Securities pursuant to Section
      2.1.

     

    “Closing
      Date”
means
      each Business Day when all of the Transaction Documents have been executed
      and
      delivered by the applicable parties thereto, and all conditions precedent to
      (i)
      the Purchasers’ obligations to pay the Subscription Amount and (ii) the
      Company’s obligations to deliver the Securities have been satisfied or
      waived.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Commission”
means
      the United States Securities and Exchange Commission. 

     

    “Common
      Stock”
means
      the common stock of the Company, par value $0.001 per share, and any other
      class
      of securities into which such securities may hereafter be reclassified or
      changed into. 

     

    “Common
      Stock Equivalents”
means
      any securities of the Company or the Subsidiaries which would entitle the holder
      thereof to acquire at any time Common Stock, including, without limitation,
      any
      debt, preferred stock, rights, options, warrants or other instrument that is
      at
      any time convertible into or exercisable or exchangeable for, or otherwise
      entitles the holder thereof to receive, Common Stock.

     

    “Company
      Counsel”
means
      Downey Brand Attorneys LLP, with offices located at 555 Capitol Mall,
      10th
      Floor,
      Sacramento, CA 95814, Attn: Bruce Dravis, Esq. 

     

    “Effective
      Date”
means
      the date that the initial Registration Statement filed by the Company pursuant
      to the Registration Rights Agreement is first declared effective by the
      Commission. 

     

    “Escrow
      Agent”
means
      Bank of North Georgia with a location at 1200 Johnson Ferry Road, Marietta,
      Georgia 30068, Facsimile (770) 509-5923, Telephone (770) 977-8585.

     

    “Escrow
      Agreement”
means
      the escrow agreement entered into prior to the date hereof, by and among the
      Company, Westminster and the Escrow Agent pursuant to which the Purchasers,
      shall deposit Subscription Amounts with the Escrow Agent to be applied to the
      transactions contemplated hereunder.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

    


    “Exempt
      Issuance”
means
      the issuance of (a) shares of Common Stock or options to employees, officers
      or
      directors of the Company pursuant to any stock or option plan duly adopted
      for
      such purpose, by a majority of the non-employee members of the Board of
      Directors or a majority of the members of a committee of non-employee directors
      established for such purpose, (b) securities upon the exercise or exchange
      of or
      conversion of any Securities issued hereunder and/or other securities
      exercisable or exchangeable for or convertible into shares of Common Stock
      issued and outstanding on the date of this Agreement, provided that such
      securities have not been amended since the date of this Agreement to increase
      the number of such securities or to decrease the exercise, exchange or
      conversion price of such securities (other than extensions of existing warrant
      agreements), (c) securities issued pursuant to mergers, acquisitions or
      strategic transactions approved by a majority of the disinterested directors
      of
      the Company, provided that any such issuance shall only be to a Person which
      is,
      itself or through its subsidiaries, an operating company in a business
      synergistic with the business of the Company and in which the Company receives
      benefits in addition to the investment of funds, but shall not include a
      transaction in which the Company is issuing securities primarily for the purpose
      of raising capital or to an entity whose primary business is investing in
      securities and (d) securities issued pursuant to strategic transactions for
      (i)
      the purchase of physical uranium positions, (ii) hedges related to the forward
      sales of production and/or (iii) acquiring companies and/or assets in the same
      line of business as Company.

     

    
      
        
        

      

      
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    “FWS”
means
      Feldman Weinstein & Smith LLP with offices located at 420 Lexington Avenue,
      Suite 2620, New York, New York 10170-0002. 

     

    “Legend
      Removal Date”
shall
      have the meaning ascribed to such term in Section 4.1(c). 

     

    “Liens”
means
      a
      lien, charge, security interest, encumbrance, right of first refusal, preemptive
      right or other restriction.

     

    “Lock-Up
      Agreement”
means
      the Lock-Up Agreement, dated as of the date hereof, by and among the Company
      and
      shareholder(s), in the form of Exhibit
      D
      attached
      hereto.

     

    “Material
      Adverse Effect”
means
      (i) a material adverse effect on the legality, validity or enforceability of
      any
      Transaction Document, (ii) a material adverse effect on the results of
      operations, assets, business, prospects or condition (financial or otherwise)
      of
      the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
      effect on the Company’s ability to perform in any material respect on a timely
      basis its obligations under any Transaction Document. 

     

    “Per
      Share Purchase Price”
equals
      $3.00 subject to adjustment for reverse and forward stock splits, stock
      dividends, stock combinations and other similar transactions of the Common
      Stock
      that occur after the date of this Agreement.

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “POM”
means
      the Private Offering Memorandum dated May 6, 2008 of the Company distributed
      to
      each Purchaser together with this Agreement, as it may be amended or
      supplemented prior to any Closing.

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an informal investigation or partial proceeding, such as a
      deposition), whether commenced or threatened.

     

    “Public
      Information Failure”
shall
      have the meaning ascribed to such term in Section 4.2(b).

     

    “Public
      Information Failure Payments”
shall
      have the meaning ascribed to such term in Section 4.2(b).

     

    
      
        
        

      

      
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    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated the date hereof, among the Company
      and
      the Purchasers, in the form of Exhibit
      A
      attached
      hereto.

     

    “Registration
      Statement”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Purchasers of the Shares and
      the
      Warrant Shares. 

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    “Securities”
means
      the Shares, the Warrants and the Warrant Shares. 

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

     

    “Shares”
means
      the shares of Common Stock issued or issuable to each Purchaser pursuant to
      this
      Agreement.

     

    “Short
      Sales”
means
      all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange
      Act (but shall not be deemed to include the location and/or reservation of
      borrowable shares of Common Stock). 

     

    “Subscription
      Amount”
means,
      as to each Purchaser, the aggregate amount to be paid for Shares and Warrants
      purchased hereunder as specified below such Purchaser’s name on the signature
      page of this Agreement and next to the heading “Subscription Amount”, in United
      States dollars and in immediately available funds. The minimum Subscription
      Amount shall be $30,000 for an investment consisting of 10,000 Shares, provided,
      that a lesser amount may be accepted in the sole discretion of the
      Company.

     

    “Subsequent
      Financing”
shall
      have the meaning ascribed to such term in Section 4.11(a).

     

    “Subsequent
      Financing Notice”
shall
      have the meaning ascribed to such term in Section 4.11(b). 

     

    “Trading
      Market”
means
      the following markets or exchanges on which the Common Stock is listed or quoted
      for trading on the date in question: the American Stock Exchange, the NASDAQ
      Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market,
      the
      New York Stock Exchange or the OTC Bulletin Board.

     

    “Transaction
      Documents”
means
      this Agreement, the POM, the Registration Rights Agreement, the Warrants, the
      Lock-Up Agreement and any other documents or agreements executed in connection
      with the transactions contemplated hereunder. 

     

    
      
        
        

      

      
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    “Transfer
      Agent”
means
      Computershare, the current transfer agent of the Company, with a mailing address
      of 350 Indiana Street, Suite 800, Golden, CO 80401, and a facsimile number
      of
      (303) 262-0603, and any successor transfer agent of the Company. 

     

    “Variable
      Rate Transaction”
shall
      have the meaning ascribed to such term in Section 4.12(b). 

     

    “Warrants”
means,
      collectively, the Common Stock purchase warrants delivered to the Purchasers
      at
      the Closing in accordance with Section 2.2(a) hereof, which Warrants shall
      be
      exercisable immediately and have a term of exercise equal to four years, in
      the
      form of Exhibit
      C
      attached
      hereto.

     

    “Warrant
      Shares”
means
      the shares of Common Stock issuable upon exercise of the Warrants. 

     

    “Westminster”
means
      Westminster Securities Corporation, the placement agent for the transactions
      contemplated hereby.

     

    ARTICLE
      II.

    PURCHASE
      AND SALE

     

    
      	 	
              2.1

            	
              Purchase
                and Sale of Securities.
                

            


    

    


    (a) The
      Securities will be offered for sale until May 30, 2008, unless the Company
      determines to extend the Offering in its sole discretion to June 30, 2008 (the
      “Termination
      Date”).
      

    


    (b) The
      Company may hold an initial closing (“Initial
      Closing”)
      at any
      time after the receipt of accepted subscriptions prior to the Termination Date.
      After the Initial Closing, subsequent closings with respect to additional Shares
      may take place at any time prior to the Termination Date as determined by the
      Company, with respect to subscriptions accepted by the Company prior to the
      Termination Date (each such closing, together with the Initial Closing, being
      referred to as a “Closing”).
      The
      last Closing of the Offering, shall occur upon the earlier of (i) the Company
      receiving subscriptions in the aggregate amount of $5,100,000 (subject to
      increase up to $6,000,000 at the sole option of Westminster and subject to
      further increase upon the mutual agreement of the Company and Westminster)
      or
      (ii) the Termination Date (the “Final
      Closing”
and
      such date, the “Final
      Closing Date”).
      Any
      subscription documents or funds received after the Final Closing will be
      returned, without interest or deduction. Notwithstanding the foregoing, the
      Company in its sole discretion shall have the right to elect to not sell to
      any
      Purchaser any or all of the Shares requested to be purchased by such Purchaser,
      provided that the Company must return or cause the Escrow Agent to return to
      such Purchaser any applicable amount of such Purchaser’s Subscription Amount
      relating to the Shares the Company has elected not to sell to such
      Purchaser.

    


    (c) On
      each
      Closing Date, each applicable Purchaser shall purchase from the Company,
      severally and not jointly with the other Purchasers, and the Company shall
      issue
      and sell to each Purchaser such number of Shares equal to such Purchaser’s
      Subscription Amount divided by the Per Share Purchase Price.

     

    
      
        
        

      

      
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              2.2

            	
              Closing
                Deliveries.
                

            


    

    


    (a) The
      Company shall have delivered or caused to be delivered to each applicable
      Purchaser to be included in such Closing the following:

     

    (i) this
      Agreement duly executed by the Company; 

     

    (ii) a
      certificate evidencing a number of Shares equal to such Purchaser’s Subscription
      Amount divided by the Per Share Purchase Price, registered in the name of such
      Purchaser; 

     

    (iii) a
      legal
      opinion of Company Counsel, substantially in the form of Exhibit
      B
      attached
      hereto; 

     

    (iv) the
      Lock-Up Agreement; 

     

    (v) a
      Warrant
      registered in the name of such Purchaser to purchase up to a number of shares
      of
      Common Stock equal to 100% of such Purchaser’s Subscription Amount divided by
      the Per Share Purchase Price, with an exercise price equal to $4.50, subject
      to
      adjustment therein;

     

    (vi) 
      a
      Warrant registered in the name of such Purchaser to purchase up to a number
      of
      shares of Common Stock equal to 50% of such Purchaser’s Subscription Amount
      divided by the Per Share Purchase Price, with an exercise price equal to $6.00,
      subject to adjustment therein; and

     

    (vii) the
      Registration Rights Agreement duly executed by the Company. 

     

    (b) On
      or
      prior to the Closing Date, each Purchaser shall deliver or cause to be delivered
      to the Company (except as noted) the following:

     

    (i) this
      Agreement and the Accredited Investor Questionnaire duly executed by such
      Purchaser; 

     

    (ii) the
      Registration Rights Agreement duly executed by such Purchaser; and

     

    (iii) such
      Purchaser’s Subscription Amount by wire transfer to the Escrow
      Agent.

     

    2.3  Closing
      Conditions.  Each
      Closing is subject to the satisfaction or waiver by the party to be benefited
      thereby of the following conditions:

     

    
      
        
        

      

      
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    (a) The
      obligations of the Company hereunder in connection with the Closing are subject
      to the following conditions being met:

     

    (i) the
      accuracy in all material respects when made and on the Closing Date of the
      representations and warranties of the Purchasers contained herein; 

     

    (ii) all
      obligations, covenants and agreements of each Purchaser required to be performed
      at or prior to the Closing Date shall have been performed;
      and

     

    (iii) the
      delivery by each Purchaser of the items set forth in Section 2.2(b) of this
      Agreement.

     

    (b) The
      respective obligations of the Purchasers hereunder in connection with the
      Closing are subject to the following conditions being met:

     

    (i) the
      accuracy in all material respects on the Closing Date of the representations
      and
      warranties of the Company contained herein and of the statements contained
      in
      the POM;

     

    (ii) all
      obligations, covenants and agreements of the Company required to be performed
      at
      or prior to the Closing Date shall have been performed; 

     

    (iii) the
      delivery by the Company of the items set forth in Section 2.2(a) of this
      Agreement; 

     

    (iv) there
      shall have been no Material Adverse Effect with respect to the Company since
      the
      date hereof;
      and

     

    (v) from
      the
      date hereof to the Closing Date, a banking moratorium shall not have been
      declared either by the United States or New York State authorities nor shall
      there have occurred any material outbreak or escalation of hostilities or other
      national or international calamity of such magnitude in its effect on, or any
      material adverse change in, any financial market which, in each case, in the
      reasonable judgment of each Purchaser, makes it impracticable or inadvisable
      to
      purchase the Securities at the Closing.

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1 Representations
      and Warranties of the Company. The Company hereby makes the following
      representations and warranties to each Purchaser, except as otherwise disclosed
      or qualified by the disclosures contained in the POM. 

     

    (a) Organization
      and Qualification.
      Each of
      the Company and its subsidiary, Anderson Mining Company, is an entity organized,
      validly existing and in good standing under the laws of the jurisdiction of
      its
      incorporation or organization (as applicable), with the requisite power and
      authority to own and use its properties and assets and to carry on its business
      as currently conducted. Neither the Company nor its subsidiary is in violation
      of any provisions of its respective articles of incorporation. The Company
      owns
      100% of the stock of its subsidiary free and clear of all liens, and all of
      the
      issued and outstanding shares of capital stock of its subsidiary are validly
      issued, fully paid, non-assessable and free of preemptive and similar rights
      to
      subscribe for or purchase securities. Each of the Company and its subsidiary
      is
      duly qualified to conduct business and is in good standing as a foreign
      corporation or other entity in each jurisdiction in which the nature of the
      business conducted or property owned by it makes such qualification necessary,
      except where the failure to be so qualified or in good standing, as the case
      may
      be, could not have or reasonably be expected to result in a Material Adverse
      Effect and no Proceeding has been instituted in any such jurisdiction revoking,
      limiting or curtailing or seeking to revoke, limit or curtail such power and
      authority or qualification.

     

    
      
        
        

      

      
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    (b) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations hereunder and thereunder. The
      execution and delivery of each of the Transaction Documents by the Company
      and
      the consummation by it of the transactions contemplated hereby and thereby
      have
      been duly authorized by all necessary action on the part of the Company and
      no
      further action is required by the Company, the Board of Directors or the
      Company’s stockholders in connection therewith other than in connection with the
      Required Approvals. Each Transaction Document to which it is a party has been
      (or upon delivery will have been) duly executed by the Company and, when
      delivered in accordance with the terms hereof and thereof, will constitute
      the
      valid and binding obligation of the Company enforceable against the Company
      in
      accordance with its terms except (i) as limited by general equitable principles
      and applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws
      of general application affecting enforcement of creditors’ rights generally,
      (ii) as limited by laws relating to the availability of specific performance,
      injunctive relief or other equitable remedies and (iii) insofar as
      indemnification and contribution provisions may be limited by applicable
      law.

     

    (c) No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company,
      the issuance and sale of the Shares and the consummation by the Company of
      the
      other transactions contemplated hereby and thereby do not and will not (i)
      conflict with or violate any provision of the Company’s or any Subsidiary’s
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents, or (ii) conflict with, or constitute a default (or an event
      that with notice or lapse of time or both would become a default) under, result
      in the creation of any Lien upon any of the properties or assets of the Company
      or any Subsidiary, or give to others any rights of termination, amendment,
      acceleration or cancellation (with or without notice, lapse of time or both)
      of,
      any material agreement, credit facility, debt or other instrument (evidencing
      a
      Company or Subsidiary debt or otherwise) or other material understanding to
      which the Company or any Subsidiary is a party or by which any property or
      asset
      of the Company or any Subsidiary is bound or affected, or (iii) subject to
      the
      Required Approvals, to the Company’s knowledge, conflict with or result in a
      violation of any law, rule, regulation, order, judgment, injunction, decree
      or
      other restriction of any court or governmental authority to which the Company
      or
      a Subsidiary is subject (including federal and state securities laws and
      regulations), or by which any property or asset of the Company or a Subsidiary
      is bound or affected; except in the case of each of clauses (ii) and (iii),
      such
      as could not have or reasonably be expected to result in a Material Adverse
      Effect.

     

    
      
        
        

      

      
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    (d) Filings,
      Consents and Approvals.
      The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with the execution, delivery and performance by the Company of the
      Transaction Documents, other than: (i) the filings required pursuant to Section
      4.4 of this Agreement, (ii) the application(s) to each applicable Trading Market
      for the listing of the Securities for trading thereon in the time and manner
      required thereby and (iii) the filing of Form D with the Commission and such
      filings as are required to be made under applicable state securities laws
      (collectively, the “Required
      Approvals”).

     

    (e) Issuance
      of the Securities.
      The
      Securities are duly authorized and, when issued and paid for in accordance
      with
      the applicable Transaction Documents, will be duly and validly issued, fully
      paid and nonassessable, free and clear of all Liens imposed by the Company
      other
      than restrictions on transfer provided for in the Transaction Documents. The
      Warrant Shares, when issued in accordance with the terms of the Transaction
      Documents, will be validly issued, fully paid and nonassessable, free and clear
      of all Liens imposed by the Company other than restrictions on transfer provided
      for in the Transaction Documents. The Company has reserved from its duly
      authorized capital stock the maximum number of shares of Common Stock issuable
      pursuant to this Agreement and the Warrants.

     

    (f) Capitalization.
      The
      capitalization of the Company is as set forth on Schedule
      3.1(f).
      Immediately prior to the Closing, the number of shares of Common Stock
      outstanding on a fully diluted basis shall be 11,236,375. No Person has any
      right of first refusal, preemptive right, right of participation, or any similar
      right to participate in the transactions contemplated by the Transaction
      Documents. Except as disclosed in the POM or a result of the purchase and sale
      of the Securities, there are no outstanding options, warrants, scrip rights
      to
      subscribe to, calls or commitments of any character whatsoever relating to,
      or
      securities, rights or obligations convertible into or exercisable or
      exchangeable for, or giving any Person any right to subscribe for or acquire,
      any shares of Common Stock, or contracts, commitments, understandings or
      arrangements by which the Company or any Subsidiary is or may become bound
      to
      issue additional shares of Common Stock or Common Stock Equivalents. The
      issuance and sale of the Securities will not obligate the Company to issue
      shares of Common Stock or other securities to any Person (other than the
      Purchasers and Westminster) and will not result in a right of any holder of
      Company securities to adjust the exercise, conversion, exchange or reset price
      under any of such securities. All of the outstanding shares of capital stock
      of
      the Company are validly issued, fully paid and nonassessable, have been issued
      in compliance with all federal and state securities laws, and none of such
      outstanding shares was issued in violation of any preemptive rights or similar
      rights to subscribe for or purchase securities. No further approval or
      authorization of any stockholder, the Board of Directors or others is required
      for the issuance and sale of the Securities. Except as disclosed in the POM,
      there are no stockholders agreements, voting agreements or other similar
      agreements with respect to the Company’s capital stock to which the Company is a
      party or, to the knowledge of the Company, between or among any of the Company’s
      stockholders.

     

    
      
        
        

      

      
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    (g) Financial
      Statements.
      The
      audited financial statements of the Company for the fiscal year ended December
      31, 2007 are attached hereto on Schedule
      3.1(g).
      Such
      financial statements have been prepared in accordance with United States
      generally accepted accounting principles applied on a consistent basis during
      the periods involved (“GAAP”),
      except as may be otherwise specified in such financial statements or the notes
      thereto and except that unaudited financial statements may not contain all
      footnotes required by GAAP, and fairly present in all material respects the
      financial position of the Company and its consolidated subsidiaries as of and
      for the dates thereof and the results of operations and cash flows for the
      periods then ended, subject, in the case of unaudited statements, to normal,
      immaterial, year-end audit adjustments.

     

    (h) Litigation.
      There
      is no action, suit, inquiry, notice of violation, proceeding or investigation
      pending or, to the knowledge of the Company, threatened against or affecting
      the
      Company, any Subsidiary or any of their respective properties before or by
      any
      court, arbitrator, governmental or administrative agency or regulatory authority
      (federal, state, county, local or foreign) (collectively, an “Action”)
      which
      (i) adversely affects or challenges the legality, validity or enforceability
      of
      any of the Transaction Documents or the Securities or (ii) could, if there
      were
      an unfavorable decision, have or reasonably be expected to result in a Material
      Adverse Effect. Neither the Company nor any Subsidiary, nor any director or
      officer thereof, is or has been the subject of any Action involving a claim
      of
      violation of or liability under federal or state securities laws or a claim
      of
      breach of fiduciary duty. There has not been, and to the knowledge of the
      Company, there is not pending or contemplated, any investigation by the
      Commission involving the Company or any current or former director or officer
      of
      the Company.

     

    (i) Material
      Changes; Undisclosed Events, Liabilities or Developments.
      Since
      the date of the latest audited financial statements attached hereto as
Schedule
      3.1(i),
      except
      as specifically disclosed on Schedule
      3.1(i):
      (i)
      there has been no event, occurrence or development that has had or that could
      reasonably be expected to result in a Material Adverse Effect, (ii) the Company
      has not incurred any liabilities (contingent or otherwise) other than (A) trade
      payables and accrued expenses incurred in the ordinary course of business
      consistent with past practice and (B) liabilities not required to be reflected
      in the Company’s financial statements pursuant to GAAP or disclosed in filings
      made with the Commission, (iii) the Company has not altered its method of
      accounting, (iv) the Company has not declared or made any dividend or
      distribution of cash or other property to its stockholders or purchased,
      redeemed or made any agreements to purchase or redeem any shares of its capital
      stock and (v) the Company has not issued any equity securities to any officer,
      director or Affiliate, except pursuant to Board approval. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (j) Compliance.
      Neither
      the Company nor any Subsidiary: (i) is in default under or in violation of
      (and
      no event has occurred that has not been waived that, with notice or lapse of
      time or both, would result in a default by the Company or any Subsidiary under),
      nor has the Company or any Subsidiary received notice of a claim that it is
      in
      default under or that it is in violation of, any indenture, loan or credit
      agreement or any other agreement or instrument to which it is a party or by
      which it or any of its properties is bound (whether or not such default or
      violation has been waived), (ii) is in violation of any order of any court,
      arbitrator or governmental body or (iii) is or has been in violation of any
      statute, rule or regulation of any governmental authority, including without
      limitation all foreign, federal, state and local laws applicable to its business
      and all such laws that affect the environment, except in each case as could
      not
      have or reasonably be expected to result in a Material Adverse
      Effect.

     

    (k) Regulatory
      Permits.
      The
      Company and the Subsidiaries possess all certificates, authorizations and
      permits issued by the appropriate federal, state, local or foreign regulatory
      authorities necessary to conduct their respective businesses, except where
      the
      failure to possess such permits could not reasonably be expected to result
      in a
      Material Adverse Effect (“Material
      Permits”),
      and
      neither the Company nor any Subsidiary has received any notice of proceedings
      relating to the revocation or modification of any Material Permit.

     

    (l) Insurance.
      The
      Company and the Subsidiaries are insured by insurers of recognized financial
      responsibility against such losses and risks and in such amounts as are prudent
      and customary in the businesses in which the Company and the Subsidiaries are
      engaged, including, but not limited to, directors and officers insurance
      coverage at least equal to the aggregate Subscription Amount. Neither the
      Company nor any Subsidiary has any reason to believe that it will not be able
      to
      renew its existing insurance coverage as and when such coverage expires or
      to
      obtain similar coverage from similar insurers as may be necessary to continue
      its business without a significant increase in cost.

     

    (m) Transactions
      With Affiliates and Employees.
      Except
      as disclosed in the POM, none of the officers or directors of the Company and,
      to the knowledge of the Company, none of the employees of the Company is
      presently a party to any transaction with the Company or any Subsidiary (other
      than for services as employees, officers and directors), including any contract,
      agreement or other arrangement providing for the furnishing of services to
      or
      by, providing for rental of real or personal property to or from, or otherwise
      requiring payments to or from any officer, director or such employee or, to
      the
      knowledge of the Company, any entity in which any officer, director, or any
      such
      employee has a substantial interest or is an officer, director, trustee or
      partner, in each case in excess of $120,000 other than for: (i) payment of
      salary or consulting fees for services rendered, (ii) reimbursement for expenses
      incurred on behalf of the Company and (iii) other employee benefits, including
      stock option agreements under any stock option plan of the Company.

     

    (n) Internal
      Accounting Controls.
      The
      Company and the Subsidiaries maintain a system of internal accounting controls
      sufficient to provide reasonable assurance that: (i) transactions are executed
      in accordance with management’s general or specific authorizations, (ii)
      transactions are recorded as necessary to permit preparation of financial
      statements in conformity with GAAP and to maintain asset accountability, (iii)
      access to assets is permitted only in accordance with management’s general or
      specific authorization, and (iv) the recorded accountability for assets is
      compared with the existing assets at reasonable intervals and appropriate action
      is taken with respect to any differences. The Company has disclosed historic
      weaknesses in internal controls in the POM. 

     

    
      
        
        

      

      
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    (o) Certain
      Fees.
      All
      brokerage or finder’s fees or commissions that are or will be payable by the
      Company to any broker, financial advisor or consultant, finder, placement agent,
      investment banker, bank or other Person with respect to the Offering of Shares
      pursuant contemplated by the POM are set out in the POM. 

     

    (p) Registration
      Rights.
      Other
      than each of the Purchasers, no Person has any right to cause the Company to
      effect the registration under the Securities Act of any securities of the
      Company.

     

    (q) Disclosure.
      Except
      with respect to the material terms and conditions of the transactions
      contemplated by the Transaction Documents, the Company confirms that neither
      it
      nor any other Person acting on its behalf has provided any of the Purchasers
      or
      their agents or counsel with any information that it believes constitutes or
      might constitute material, non-public information. The Company understands
      and
      confirms that the Purchasers will rely on the foregoing representation in
      effecting transactions in securities of the Company. All disclosure furnished
      by
      or on behalf of the Company to the Purchasers regarding the Company, its
      business and the transactions contemplated hereby in the POM is true and correct
      and does not contain any untrue statement of a material fact or omit to state
      any material fact necessary in order to make the statements made therein, in
      light of the circumstances under which they were made, not misleading. No
      material transactions with affiliates or employees of the Company exist other
      than those described in the POM. The press releases disseminated by the Company
      during the twelve months preceding the date of this Agreement taken as a whole
      do not contain any untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary in order to make the
      statements therein, in light of the circumstances under which they were made
      and
      when made, not misleading. The Company acknowledges and agrees that no Purchaser
      makes or has made any representations or warranties with respect to the
      transactions contemplated hereby other than those specifically set forth in
      Section 3.2 hereof.

     

    (r) Financial
      Data.
      The
      summary financial data and disclosures included in the POM fairly present,
      in
      all material respects, the financial position of the Company and its
      consolidated subsidiaries as of and for the dates thereof, subject to any audit
      adjustments that may be required, and the Company has not incurred any
      liabilities (other than trade payables and accrued expenses in the ordinary
      course of business consistent with past practice) or issued any equity
      securities since the date of such financial data and disclosures, other than
      as
      disclosed elsewhere in the POM.

     

    (s) No
      Integrated Offering.
      Assuming the accuracy of the Purchasers’ representations and warranties set
      forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any
      Person acting on its or their behalf has, directly or indirectly, made any
      offers or sales of any security or solicited any offers to buy any security,
      under circumstances that would cause this offering of the Securities to be
      integrated with prior offerings by the Company for purposes of (i) the
      Securities Act which would require the registration of any such securities
      under
      the Securities Act, or (ii) any applicable shareholder approval provisions
      of
      any Trading Market on which any of the securities of the Company are listed
      or
      designated. 

     

    
      
        
        

      

      
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    (t) [
      Reserved] 

     

    (u) Foreign
      Corrupt Practices.
      Neither
      the Company, nor to the knowledge of the Company, any agent or other person
      acting on behalf of the Company, has: (i) directly or indirectly, used any
      funds
      for unlawful contributions, gifts, entertainment or other unlawful expenses
      related to foreign or domestic political activity, (ii) made any unlawful
      payment to foreign or domestic government officials or employees or to any
      foreign or domestic political parties or campaigns from corporate funds, (iii)
      failed to disclose fully any contribution made by the Company (or made by any
      person acting on its behalf of which the Company is aware) which is in violation
      of law or (iv) violated in any material respect any provision of the Foreign
      Corrupt Practices Act of 1977, as amended.

     

    (v) Title
      to Assets.
      All
      disclosure furnished by or on behalf of the Company to the Purchasers in the
      POM
      regarding the Company's title to its assets is true and correct and does not
      contain any untrue statement of a material fact or omit to state any material
      fact necessary in order to make the statements made therein, in light of the
      circumstances under which they were made, not misleading.

     

    (w) Acknowledgment
      Regarding Purchasers’ Purchase of Securities.
      The
      Company acknowledges and agrees that each of the Purchasers is acting solely
      in
      the capacity of an arm’s length purchaser with respect to the Transaction
      Documents and the transactions contemplated thereby. The Company represents
      to
      each Purchaser that the Company’s decision to enter into this Agreement and the
      other Transaction Documents has been based solely on the independent evaluation
      of the transactions contemplated hereby by the Company and its
      representatives.

     

    (x) Marketing
      Rights.
      Neither
      the Company nor any of its Subsidiaries have granted rights to license, market,
      or sell its products or services to any other Person and is not bound by any
      agreement that affects the Company’s (or any Subsidiary’s) exclusive right to
      develop, distribute, market or sell its products or services.

     

    (y) Employees.
      Neither
      the Company nor any of its Subsidiaries has any collective bargaining agreements
      with any of its employees. There is no labor union organizing activity pending
      or, to the Company’s knowledge, threatened with respect to the Company or its
      Subsidiaries. To the Company’s knowledge, no employee of the Company or any
      Subsidiary, nor any consultant with whom the Company or any Subsidiary has
      contracted, is in violation of any term of any employment contract, proprietary
      information agreement or any other agreement relating to the right of any such
      individual to be employed by, or to contract with, the Company (or any
      Subsidiary). .The Company and its Subsidiaries are in compliance with all U.S.
      federal, state, local and foreign laws and regulations relating to employment
      and employment practices, terms and conditions of employment and wages and
      hours, except where the failure to be in compliance could not, individually
      or
      in the aggregate, reasonably be expected to have a Material Adverse
      Effect.

     

    
      
        
        

      

      
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    (z) Obligations
      of Management.
      Unless
      otherwise disclosed in the POM, each officer and key employee of the Company
      and
      its Subsidiaries is currently devoting substantially all of his or her business
      time to the conduct of business of the Company and its Subsidiaries. No officer
      or key employee is the currently working or, to the Company’s knowledge, plans
      to work for a competitive enterprise, whether or not such officer of key
      employee is or will be compensated by such enterprise.

     

    (aa) [Reserved.]

     

    (bb) [
      Reserved ] 

     

    (cc) [
      Reserved ] 

     

    (dd) Employee
      Benefits.
      Except
      as set forth on Schedule
      3.1(dd),
      neither
      the Company nor any Subsidiary has (nor for the two years preceding the date
      hereof has had) any plans which are subject to ERISA. “ERISA”
means
      the Employee Retirement Income Security Act of 1974 or any successor law and
      the
      regulations and rules issued pursuant to that act or any successor
      law.

     

    (ee) Elections.
      To the
      Company’s knowledge, all elections and notices permitted by Section 83(b) of the
      Internal Revenue Code and any analogous provisions of applicable state tax
      laws
      have been timely filed by all employees who have purchased shares of the Common
      Stock under agreements that provide for the vesting of such shares of Common
      Stock.

     

    3.2 Representations
      and Warranties of the Purchasers. Each Purchaser hereby, for itself and for
      no other Purchaser, represents and warrants as of the date hereof and as of
      the
      Closing Date to the Company as follows:

     

    (a) Organization;
      Authority.
      If such
      Purchaser is an entity: (i) it is duly organized, validly existing and in good
      standing under the laws of the jurisdiction of its organization with full right,
      corporate or partnership power and authority to enter into and to consummate
      the
      transactions contemplated by the Transaction Documents and otherwise to carry
      out its obligations hereunder and thereunder and (ii) the execution and delivery
      of the Transaction Documents and performance by such Purchaser of the
      transactions contemplated by the Transaction Documents have been duly authorized
      by all necessary corporate or similar action on the part of such Purchaser.
      If
      such Purchaser is an individual, it has the full right and power and authority
      to enter into and to consummate the transactions contemplated by the Transaction
      Documents and otherwise to carry out its obligations hereunder and thereunder.
      Each Transaction Document to which it is a party has been duly executed by
      such
      Purchaser, and when delivered by such Purchaser in accordance with the terms
      hereof, will constitute the valid and legally binding obligation of such
      Purchaser, enforceable against it in accordance with its terms, except: (i)
      as
      limited by general equitable principles and applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors’ rights generally, (ii) as limited by laws relating to
      the availability of specific performance, injunctive relief or other equitable
      remedies and (iii) insofar as indemnification and contribution provisions may
      be
      limited by applicable law.

     

    
      
        
        

      

      
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    (b) Own
      Account.
      Such
      Purchaser understands that the Securities are “restricted securities” and have
      not been registered under the Securities Act or any applicable state securities
      law and is acquiring the Securities as principal for its own account and not
      with a view to or for distributing or reselling such Securities or any part
      thereof in violation of the Securities Act or any applicable state securities
      law, has no present intention of distributing any of such Securities in
      violation of the Securities Act or any applicable state securities law and
      has
      no direct or indirect arrangement or understandings with any other persons
      to
      distribute or regarding the distribution of such Securities (this representation
      and warranty not limiting such Purchaser’s right to sell the Securities pursuant
      to the Registration Statement or otherwise in compliance with applicable federal
      and state securities laws) in violation of the Securities Act or any applicable
      state securities law. Such Purchaser is acquiring the Securities hereunder
      in
      the ordinary course of its business.

     

    (c) Purchaser
      Status.
      At the
      time such Purchaser was offered the Securities, it was, and as of the date
      hereof it is, and on each date on which it exercises any Warrants, it will
      be an
“accredited investor” as described on the Accredited Investor Questionnaire
      attached hereto as Annex I. 

     

    (d) Experience
      of Such Purchaser.
      Such
      Purchaser, either alone or together with its representatives, has such
      knowledge, sophistication and experience in business and financial matters
      so as
      to be capable of evaluating the merits and risks of the prospective investment
      in the Securities, and has so evaluated the merits and risks of such investment.
      Such Purchaser is able to bear the economic risk of an investment in the
      Securities and, at the present time, is able to afford a complete loss of such
      investment.

     

    (e) General
      Solicitation.
      Such
      Purchaser is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities published in
      any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.

     

    (f) Confidentiality
      Prior To The Date Hereof.
      Other
      than to other Persons party to this Agreement, such Purchaser has maintained
      the
      confidentiality of all disclosures made to it in connection with this
      transaction (including the existence and terms of this
      transaction).

     

    
      
        
        

      

      
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    ARTICLE
      IV.

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1 Transfer
      Restrictions. 

     

    (a)
The
      Securities may only be disposed of in compliance with state and federal
      securities laws. In connection with any transfer of Securities other than
      pursuant to an effective registration statement or Rule 144, to the Company
      or
      to an Affiliate of a Purchaser or in connection with a pledge as contemplated
      in
      Section 4.1(b), the Company may require the transferor thereof to provide to
      the
      Company an opinion of counsel selected by the transferor and reasonably
      acceptable to the Company, the form and substance of which opinion shall be
      reasonably satisfactory to the Company, to the effect that such transfer does
      not require registration of such transferred Securities under the Securities
      Act. As a condition of transfer, any such transferee shall agree in writing
      to
      be bound by the terms of this Agreement and the Registration Rights Agreement
      and shall have the rights of a Purchaser under this Agreement and the
      Registration Rights Agreement.

     

    (b) The
      Purchasers agree to the imprinting, so long as is required by this Section
      4.1,
      of a legend on any of the Securities in the following form:

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR
      THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
      ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
      INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE
      SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

     

    The
      Company acknowledges and agrees that a Purchaser may from time to time pledge
      pursuant to a bona fide margin agreement with a registered broker-dealer or
      grant a security interest in some or all of the Securities to a financial
      institution that is an “accredited investor” as defined in Rule 501(a) under the
      Securities Act and who agrees to be bound by the provisions of this Agreement
      and the Registration Rights Agreement and, if required under the terms of such
      arrangement, such Purchaser may transfer pledged or secured Securities to the
      pledgees or secured parties. Such a pledge or transfer would not be subject
      to
      approval of the Company and no legal opinion of legal counsel of the pledgee,
      secured party or pledgor shall be required in connection therewith. Further,
      no
      notice shall be required of such pledge. At the appropriate Purchaser’s expense,
      the Company will execute and deliver such reasonable documentation as a pledgee
      or secured party of Securities may reasonably request in connection with a
      pledge or transfer of the Securities, including, if the Securities are subject
      to registration pursuant to the Registration Rights Agreement, the preparation
      and filing of any required prospectus supplement under Rule 424(b)(3) under
      the
      Securities Act or other applicable provision of the Securities Act to
      appropriately amend the list of Selling Stockholders (as defined in the
      Registration Rights Agreement) thereunder.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (c) Certificates
      evidencing the Shares and Warrant Shares shall not contain any legend (including
      the legend set forth in Section 4.1(b) hereof) following any sale of such Shares
      or Warrant Shares pursuant to either (i) Rule 144 or (ii) if such legend is
      not
      required under applicable requirements of the Securities Act (including judicial
      interpretations and pronouncements issued by the staff of the Commission).
      The
      Company shall cause its counsel to issue a legal opinion to the Transfer Agent
      promptly after each sale of such Shares or Warrant Shares if required by the
      Transfer Agent to effect the removal of the legend hereunder. The Company agrees
      that at such time as such legend is no longer required under this Section
      4.1(c), it will, no later than three Business Days following the delivery by
      a
      Purchaser to the Company or the Transfer Agent of a certificate representing
      Shares or Warrant Shares, as the case may be, issued with a restrictive legend
      (such third Business Day, the “Legend
      Removal Date”),
      deliver or cause to be delivered to such Purchaser a certificate representing
      such shares that is free from all restrictive and other legends. The Company
      may
      not make any notation on its records or give instructions to the Transfer Agent
      that enlarge the restrictions on transfer set forth in this Section. Nothing
      herein shall limit such Purchaser’s right to pursue actual damages for the
      Company’s failure to deliver certificates representing any Shares as required by
      the Transaction Documents, and such Purchaser shall have the right to pursue
      all
      remedies available to it at law or in equity including, without limitation,
      a
      decree of specific performance and/or injunctive relief. 

    


    (d) Each
      Purchaser, severally and not jointly with the other Purchasers, agrees that
      such
      Purchaser will sell any Securities pursuant to either the registration
      requirements of the Securities Act, including any applicable prospectus delivery
      requirements, or an exemption therefrom, and that if Securities are sold
      pursuant to a Registration Statement, they will be sold in compliance with
      the
      plan of distribution set forth therein, and acknowledges that the removal of
      the
      restrictive legend from certificates representing Securities as set forth in
      this Section 4.1 is predicated upon the Company’s reliance upon this
      understanding.

    


    4.2 Furnishing
      of Information; Public Information

     

    (a) If
      after
      the date hereof the Company becomes subject to the rules and regulations of
      the
      Exchange Act and as long as any Purchaser owns Securities, the Company covenants
      to timely file (or obtain extensions in respect thereof and file within the
      applicable grace period) all reports required to be filed by the Company after
      the date hereof pursuant to the Exchange Act. As long as any Purchaser owns
      Securities, if the Company is not required to file reports pursuant to the
      Exchange Act, it will prepare and furnish to the Purchasers and make publicly
      available in accordance with Rule 144(c) such information as is required for
      the
      Purchasers to sell the Securities under Rule 144. The Company further covenants
      that it will take such further action as any holder of Securities may reasonably
      request, to the extent required from time to time to enable such Person to
      sell
      such Securities without registration under the Securities Act within the
      requirements of the exemption provided by Rule 144.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (b) 
      If after
      the six month anniversary of the date hereof the Company becomes subject to
      the
      rules and regulations of the Exchange Act and ending at such time that all
      of
      the Securities may be sold without the requirement for the Company to be in
      compliance with Rule 144(c)(1) and otherwise without restriction or limitation
      pursuant to Rule 144, if the Company shall fail for any reason to satisfy the
      current public information requirement under Rule 144(c) (a “Public
      Information Failure”)
      then,
      in addition to such Purchaser’s other available remedies, the Company shall pay
      to a Purchaser, in cash, as partial liquidated damages and not as a penalty,
      by
      reason of any such delay in or reduction of its ability to sell the Securities,
      an amount in cash equal to one half percent (0.5%) of the aggregate Subscription
      Amount of such Purchaser’s Securities on the day of a Public Information Failure
      and on every thirtieth (30th)
      day
      (pro rated for periods totaling less than thirty days) thereafter until the
      earlier of (a) the date such Public Information Failure is cured and (b) such
      time that such public information is no longer required  for the Purchasers
      to transfer the Underlying Shares pursuant to Rule 144.  The payments to
      which a Purchaser shall be entitled pursuant to this Section 4.2(b) are referred
      to herein as “Public
      Information Failure Payments.” 
      Public Information Failure Payments
      shall be paid on the earlier of (i) the last day of the calendar month during
      which such Public Information Failure Payments
      are incurred and (ii) the third (3rd)
      Business Day after the event or failure giving rise to the Public Information
      Failure Payments
      is cured.  In the event the Company fails to make Public Information
      Failure Payments
      in a timely manner, such Public Information Failure Payments
      shall bear interest at the rate of 0.5% per month (prorated for partial months)
      until paid in full. Nothing herein shall limit such Purchaser’s right to pursue
      actual damages for the Public Information Failure, and such Purchaser shall
      have
      the right to pursue all remedies available to it at law or in equity including,
      without limitation, a decree of specific performance and/or injunctive relief.
      The remedy hereunder shall be effective for a period of three years from the
      Final Closing Date. 

     

    4.3 Integration.
      The Company shall not sell, offer for sale or solicit offers to buy or otherwise
      negotiate in respect of any security (as defined in Section 2 of the Securities
      Act) that would be integrated with the offer or sale of the Securities in a
      manner that would require the registration under the Securities Act of the
      sale
      of the Securities to the Purchasers or that would be integrated with the offer
      or sale of the Securities to the Purchasers for purposes of the rules and
      regulations of any Trading Market such that it would require shareholder
      approval prior to the closing of such other transaction unless shareholder
      approval is obtained before the closing of such subsequent
      transaction.

     

    4.4 Securities
      Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City
      time) on the Business Day immediately following the date hereof, issue a press
      release, disclosing the material terms of the transactions contemplated hereby.
      The Company and Westminster shall consult with each other in issuing any other
      press releases with respect to the transactions contemplated hereby, and no
      Purchaser shall issue any such press release nor otherwise make any such public
      statement without the prior consent of the Company, with respect to any press
      release of any Purchaser, which consent shall not unreasonably be withheld
      or
      delayed, except if such disclosure is required by law, in which case the
      disclosing party shall promptly provide the other party with prior notice of
      such public statement or communication. Notwithstanding the foregoing, the
      Company shall not publicly disclose the name of any Purchaser, or include the
      name of any Purchaser in any filing with the Commission or any regulatory agency
      or Trading Market, without the prior written consent of such Purchaser, except
      (a) as required by federal securities law in connection with (i) any
      registration statement contemplated by the Registration Rights Agreement and
      (ii) the filing of final Transaction Documents (including signature pages
      thereto) with the Commission and (b) to the extent such disclosure is required
      by law or Trading Market regulations, in which case the Company shall provide
      the Purchasers with prior notice of such disclosure permitted under this clause
      (b). 

     

    
      
        
        

      

      
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    4.5 Shareholder
      Rights Plan. No claim will be made or enforced by the Company or, with the
      consent of the Company, any other Person, that any Purchaser is an “Acquiring
      Person” under any control share acquisition, business combination, poison pill
      (including any distribution under a rights agreement) or similar anti-takeover
      plan or arrangement in effect or hereafter adopted by the Company, or that
      any
      Purchaser could be deemed to trigger the provisions of any such plan or
      arrangement, by virtue of receiving Securities under the Transaction Documents
      or under any other agreement between the Company and the
      Purchasers.

     

    4.6 Non-Public
      Information. If at any time the Company becomes subject to the reporting
      provisions of the Exchange Act, the Company covenants and agrees that neither
      it, nor any other Person acting on its behalf, will provide any Purchaser or
      its
      agents or counsel with any information that the Company believes constitutes
      material non-public information, unless prior thereto such Purchaser shall
      have
      executed a written agreement regarding the confidentiality and use of such
      information. The Company understands and confirms that each Purchaser shall
      be
      relying on the foregoing covenant in effecting transactions in securities of
      the
      Company.

     

    4.7 Use
      of
      Proceeds. The Company shall use the net proceeds from the sale of the
      Securities hereunder as set forth in the POM.

     

    4.8 Listing
      of Common Stock. If at any time the Company becomes subject to the reporting
      provisions of the Exchange Act, the Company hereby agrees to use best efforts
      to
      maintain the listing of the Common Stock on a Trading Market, and as soon as
      reasonably practicable following the Closing (but not later than the earlier
      of
      the Effective Date and the first anniversary of the Closing Date) to list all
      of
      the Shares and Warrant Shares on such Trading Market. The Company further
      agrees, if the Company applies to have the Common Stock traded on any other
      Trading Market, it will then include in such application all of the Shares
      and
      Warrant Shares, and will take such other action as is necessary to cause all
      of
      the Shares and Warrant Shares to be listed on such other Trading Market as
      promptly as possible. The Company will then take all action reasonably necessary
      to continue the listing and trading of its Common Stock on a Trading Market
      and
      will comply in all respects with the Company’s reporting, filing and other
      obligations under the bylaws or rules of the Trading Market. 

     

    4.9 Reservation
      of Common Stock. As of the date hereof, the Company has reserved and the
      Company shall continue to reserve and keep available at all times, free of
      preemptive rights, a sufficient number of shares of Common Stock for the purpose
      of enabling the Company to issue Shares pursuant to this Agreement and Warrant
      Shares pursuant to any exercise of the Warrants. 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    4.10 Form
      D; Blue Sky Filings. The Company agrees to timely file a Form D with respect
      to the Securities as required under Regulation D and to provide a copy thereof,
      promptly upon request of any Purchaser. The Company shall take such action
      as
      the Company shall reasonably determine is necessary in order to obtain an
      exemption for, or to qualify the Securities for, sale to the Purchasers at
      the
      Closing under applicable securities or “Blue Sky” laws of the states of the
      United States, and shall provide evidence of such actions promptly upon request
      of any Purchaser.

     

    4.11 Participation
      in Future Financing. 

     

    (a) From
      the
      date hereof until the date that is the 24 month anniversary of the Effective
      Date, upon any issuance by the Company or any of its Subsidiaries of Common
      Stock, Common Stock Equivalents for cash consideration, convertible debt (or
      a
      combination of units hereof) (a “Subsequent
      Financing”),
      each
      Purchaser, with a Subscription Amount equal to or greater than $1,000,000,
      shall
      have the right to participate in the Subsequent Financing up to an amount equal
      to such Purchaser’s percentage, as of the date of the consummation of such
      Subsequent Financing, of beneficial ownership of the Common Stock, on a fully
      diluted basis, and calculated with the denominator including all of the
      Company’s issued and outstanding shares of Common Stock, on a fully diluted
      basis (the “Participation
      Maximum”)
      on the
      same terms, conditions and price provided for in the Subsequent
      Financing. 

     

    (b) At
      least
      5 Business Days prior to the closing of the Subsequent Financing, the Company
      shall deliver to each Purchaser a written notice of its intention to effect
      a
      Subsequent Financing (“Pre-Notice”),
      which
      Pre-Notice shall ask such Purchaser if it wants to review the details of such
      financing (such additional notice, a “Subsequent
      Financing Notice”). 
      Upon the request of a Purchaser, and only upon a request by such Purchaser,
      for
      a Subsequent Financing Notice, the Company shall promptly, but no later than
      1
      Business Day after such request, deliver a Subsequent Financing Notice to such
      Purchaser.  The Subsequent Financing Notice shall describe in reasonable
      detail the proposed terms of such Subsequent Financing, the amount of proceeds
      intended to be raised thereunder and the Person or Persons through or with
      whom
      such Subsequent Financing is proposed to be effected and shall include a term
      sheet or similar document relating thereto as an
      attachment.   

     

    (c) Any
      Purchaser desiring to participate in such Subsequent Financing must provide
      written notice to the Company by not later than 5:30 p.m. (New York City time)
      on the fifth (5th)
      Business
      Day after all of the Purchasers have received the Pre-Notice that the Purchaser
      is willing to participate in the Subsequent Financing, the amount of the
      Purchaser’s participation, and that the Purchaser has such funds ready, willing,
      and available for investment on the terms set forth in the Subsequent Financing
      Notice. If the Company receives no notice from a Purchaser as of such fifth
      (5th)
      Business
      Day, such Purchaser shall be deemed to have notified the Company that it does
      not elect to participate.  

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (d) If
      by
      5:30 p.m. (New York City time) on the fifth (5th)
      Business
      Day after all of the Purchasers have received the Pre-Notice, notifications
      by
      the Purchasers of their willingness to participate in the Subsequent Financing
      (or to cause their designees to participate) is, in the aggregate, less than
      the
      total amount of the Subsequent Financing, then the Company may effect the
      remaining portion of such Subsequent Financing on the terms and with the Persons
      set forth in the Subsequent Financing Notice.  

     

    (e) Each
      Purchaser that qualifies under Section 4.11(a) to acquire shares according
      to a
      Participation Maximum shall be entitled to do so in the Subsequent
      Financing.  The Company shall cause any Subsequent Financing to be
      conducted subject to the Participation Maximum rights hereunder. 

     

    (f) The
      Company must provide the Purchasers with a second Subsequent Financing Notice,
      and the Purchasers will again have the right of participation set forth above
      in
      this Section 4.11, if the Subsequent Financing subject to the initial Subsequent
      Financing Notice is not consummated for any reason on the terms set forth in
      such Subsequent Financing Notice within 30 Business Days after the date of
      the
      initial Subsequent Financing Notice.

     

    (g) Notwithstanding
      the foregoing, this Section 4.11 shall not apply in respect of (i)
      an
      Exempt
      Issuance,
      or (ii)
      an underwritten public offering of Common Stock.

     

    4.12 Subsequent
      Equity Sales.

     

    (a) [Reserved]
      

     

    (b) From
      the
      Final Closing Date until 24 months thereafter, the Company shall be prohibited
      from effecting or entering into an agreement to effect any Subsequent Financing
      involving a Variable Rate Transaction. “Variable
      Rate Transaction”
means
      a
      transaction in which the Company issues or sells (i) any debt or equity
      securities that are convertible into, exchangeable or exercisable for, or
      include the right to receive additional shares of Common Stock either (A) at
      a
      conversion price, exercise price or exchange rate or other price that is based
      upon and/or varies with the trading prices of or quotations for the shares
      of
      Common Stock at any time after the initial issuance of such debt or equity
      securities or (B) with a conversion, exercise or exchange price that is subject
      to being reset at some future date after the initial issuance of such debt
      or
      equity security or upon the occurrence of specified or contingent events
      directly or indirectly related to the business of the Company or the market
      for
      the Common Stock or (ii) enters into any agreement, including, but not limited
      to, an equity line of credit, whereby the Company may sell securities at a
      future determined price. Any Purchaser shall be entitled to obtain injunctive
      relief against the Company to preclude any such issuance, which remedy shall
      be
      in addition to any right to collect damages. 

     

    (c) Notwithstanding
      the foregoing, this Section 4.12 shall not apply in respect of an Exempt
      Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance
      or any issuance of bridge notes up to an aggregate principal amount of
      $1,000,000.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    4.13 Short
      Sales and Confidentiality After The Date Hereof. Each Purchaser, severally
      and not jointly with the other Purchasers, covenants that neither it, nor any
      Affiliate acting on its behalf or pursuant to any understanding with it, will
      execute any Short Sales during the period commencing with the execution date
      of
      this Agreement by Purchaser and ending at such time the transactions
      contemplated by this Agreement are first publicly announced as described in
      Section 4.4. 
      Each
      Purchaser, severally and not jointly with the other Purchasers, covenants that
      until such time as the transactions contemplated by this Agreement are publicly
      disclosed by the Company as described in Section 4.4, such Purchaser will
      maintain the confidentiality of the existence and terms of this transaction
      and
      the information included in the Transaction Documents and the Disclosure
      Schedules.  Notwithstanding
      the foregoing, no Purchaser makes any representation, warranty or covenant
      hereby that it will not engage in Short Sales in the securities of the Company
      after the time that the transactions contemplated by this Agreement are first
      publicly announced as described in Section 4.4.  Notwithstanding
      the foregoing, in the case of a Purchaser that is a multi-managed investment
      vehicle whereby separate portfolio managers manage separate portions of such
      Purchaser’s assets and the portfolio managers have no direct knowledge of the
      investment decisions made by the portfolio managers managing other portions
      of
      such Purchaser’s assets, the covenant set forth above shall only apply with
      respect to the portion of assets managed by the portfolio manager that made
      the
      investment decision to purchase the Securities covered by this
      Agreement.

     

    4.14 [Reserved]

     

    ARTICLE
      V.

    MISCELLANEOUS

     

    5.1 Termination. 
      This Agreement may be terminated by any Purchaser, as to such Purchaser’s
      obligations hereunder only and without any effect whatsoever on the obligations
      between the Company and the other Purchasers, by written notice to the other
      parties, if the first Closing has not been consummated on or before the
      Termination Date; provided, however, that no such termination will
      affect the right of any party to sue for any breach by the other party (or
      parties).

     

    5.2 Fees
      and Expenses. Except as expressly set forth in the Transaction Documents to
      the contrary, each party shall pay the fees and expenses of its advisers,
      counsel, accountants and other experts, if any, and all other expenses incurred
      by such party incident to the negotiation, preparation, execution, delivery
      and
      performance of this Agreement. The Company shall pay all transfer agent fees,
      stamp taxes and other taxes and duties levied in connection with the delivery
      of
      any Securities to the Purchasers.

     

    5.3 Entire
      Agreement. The Transaction Documents, together with the exhibits and
      schedules thereto, contain the entire understanding of the parties with respect
      to the subject matter hereof and supersede all prior agreements and
      understandings, oral or written, with respect to such matters, which the parties
      acknowledge have been merged into such documents, exhibits and
      schedules.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    5.4 Notices.
      Any and all notices or other communications or deliveries required or permitted
      to be provided hereunder shall be in writing and shall be deemed given and
      effective on the earliest of (a) the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number set forth
      on
      the signature pages attached hereto prior to 5:30 p.m. (New York City time)
      on a
      Business Day, (b) the next Business Day after the date of transmission, if
      such
      notice or communication is delivered via facsimile at the facsimile number
      set
      forth on the signature pages attached hereto on a day that is not a Business
      Day
      or later than 5:30 p.m. (New York City time) on any Business Day, (c) the
      2nd
      Business
      Day following the date of mailing, if sent by U.S. nationally recognized
      overnight courier service, or (d) upon actual receipt by the party to whom
      such
      notice is required to be given. The address for such notices and communications
      shall be as set forth on the signature pages attached hereto.

     

    5.5 Amendments;
      Waivers. No provision of this Agreement may be waived or amended except in a
      written instrument signed, in the case of an amendment, by the Company and
      each
      Purchaser or, in the case of a waiver, by the party against whom enforcement
      of
      any such waived provision is sought. No waiver of any default with respect
      to
      any provision, condition or requirement of this Agreement shall be deemed to
      be
      a continuing waiver in the future or a waiver of any subsequent default or
      a
      waiver of any other provision, condition or requirement hereof, nor shall any
      delay or omission of any party to exercise any right hereunder in any manner
      impair the exercise of any such right.

     

    5.6 Headings.
      The headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    5.7 Successors
      and Assigns. This Agreement shall be binding upon and inure to the benefit
      of the parties and their successors and permitted assigns. The Company may
      not
      assign this Agreement or any rights or obligations hereunder without the prior
      written consent of each Purchaser (other than by merger). Any Purchaser may
      assign any or all of its rights under this Agreement to any Person to whom
      such
      Purchaser assigns or transfers any Securities, provided such transferee agrees
      in writing to be bound, with respect to the transferred Securities, by the
      provisions of the Transaction Documents that apply to the
“Purchasers.”

     

    5.8 No
      Third-Party Beneficiaries. This Agreement is intended for the benefit of the
      parties hereto and their respective successors and permitted assigns and is
      not
      for the benefit of, nor may any provision hereof be enforced by, any other
      Person, except as otherwise set forth in Section 4.8.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    5.9 Governing
      Law. All questions concerning the construction, validity, enforcement and
      interpretation of the Transaction Documents shall be governed by and construed
      and enforced in accordance with the internal laws of the State of New York,
      without regard to the principles of conflicts of law thereof. Each party agrees
      that all legal proceedings concerning the interpretations, enforcement and
      defense of the transactions contemplated by this Agreement and any other
      Transaction Documents (whether brought against a party hereto or its respective
      affiliates, directors, officers, shareholders, employees or agents) shall be
      commenced exclusively in the state and federal courts sitting in the City of
      New
      York. Each party hereby irrevocably submits to the exclusive jurisdiction of
      the
      state and federal courts sitting in the City of New York, borough of Manhattan
      for the adjudication of any dispute hereunder or in connection herewith or
      with
      any transaction contemplated hereby or discussed herein (including with respect
      to the enforcement of any of the Transaction Documents), and hereby irrevocably
      waives, and agrees not to assert in any suit, action or proceeding, any claim
      that it is not personally subject to the jurisdiction of any such court, that
      such suit, action or proceeding is improper or is an inconvenient venue for
      such
      proceeding. Each party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof via registered or certified mail or overnight delivery
      (with evidence of delivery) to such party at the address in effect for notices
      to it under this Agreement and agrees that such service shall constitute good
      and sufficient service of process and notice thereof. Nothing contained herein
      shall be deemed to limit in any way any right to serve process in any other
      manner permitted by law. If either party shall commence an action or proceeding
      to enforce any provisions of the Transaction Documents, then the prevailing
      party in such action or proceeding shall be reimbursed by the other party for
      its reasonable attorneys’ fees and other costs and expenses incurred with the
      investigation, preparation and prosecution of such action or
      proceeding.

     

    5.10 Survival.
      The representations and warranties contained herein shall survive the Closing
      and the delivery of the Securities for the applicable statute of
      limitations.

     

    5.11 Execution.
      This Agreement may be executed in two or more counterparts, all of which when
      taken together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission or by e-mail delivery of a “.pdf” format data file, such signature
      shall create a valid and binding obligation of the party executing (or on whose
      behalf such signature is executed) with the same force and effect as if such
      facsimile or “.pdf” signature page were an original thereof.

     

    5.12 Severability.
      If any term, provision, covenant or restriction of this Agreement is held by
      a
      court of competent jurisdiction to be invalid, illegal, void or unenforceable,
      the remainder of the terms, provisions, covenants and restrictions set forth
      herein shall remain in full force and effect and shall in no way be affected,
      impaired or invalidated, and the parties hereto shall use their commercially
      reasonable efforts to find and employ an alternative means to achieve the same
      or substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

     

    5.13 Replacement
      of Securities. If any certificate or instrument evidencing any Securities is
      mutilated, lost, stolen or destroyed, the Company shall issue or cause to be
      issued in exchange and substitution for and upon cancellation thereof (in the
      case of mutilation), or in lieu of and substitution therefor, a new certificate
      or instrument, but only upon receipt of evidence reasonably satisfactory to
      the
      Company of such loss, theft or destruction. The applicant for a new certificate
      or instrument under such circumstances shall also pay any reasonable third-party
      costs (including customary indemnity) associated with the issuance of such
      replacement Securities.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    5.14 Remedies.
      In addition to being entitled to exercise all rights provided herein or granted
      by law, including recovery of damages, each of the Purchasers and the Company
      will be entitled to specific performance under the Transaction Documents. The
      parties agree that monetary damages may not be adequate compensation for any
      loss incurred by reason of any breach of obligations contained in the
      Transaction Documents and hereby agrees to waive and not to assert in any action
      for specific performance of any such obligation the defense that a remedy at
      law
      would be adequate.

     

    5.15 Independent
      Nature of Purchasers’ Obligations and Rights. The obligations of each
      Purchaser under any Transaction Document are several and not joint with the
      obligations of any other Purchaser, and no Purchaser shall be responsible in
      any
      way for the performance or non-performance of the obligations of any other
      Purchaser under any Transaction Document. Nothing contained herein or in any
      other Transaction Document, and no action taken by any Purchaser pursuant
      thereto, shall be deemed to constitute the Purchasers as a partnership, an
      association, a joint venture or any other kind of entity, or create a
      presumption that the Purchasers are in any way acting in concert or as a group
      with respect to such obligations or the transactions contemplated by the
      Transaction Documents. Each Purchaser shall be entitled to independently protect
      and enforce its rights, including without limitation, the rights arising out
      of
      this Agreement or out of the other Transaction Documents, and it shall not
      be
      necessary for any other Purchaser to be joined as an additional party in any
      proceeding for such purpose. Each Purchaser has been represented by its own
      separate legal counsel in their review and negotiation of the Transaction
      Documents. For reasons of administrative convenience only, Purchasers and their
      respective counsel have chosen to communicate with the Company through FWS.
      FWS
      does not represent all of the Purchasers but only Westminster. The Company
      has
      elected to provide all Purchasers with the same terms and Transaction Documents
      for the convenience of the Company and not because it was required or requested
      to do so by the Purchasers.

     

    5.16 Liquidated
      Damages. The Company’s obligations to pay any partial liquidated damages or
      other amounts owing under the Transaction Documents is a continuing obligation
      of the Company and shall not terminate until all unpaid partial liquidated
      damages and other amounts have been paid notwithstanding the fact that the
      instrument or security pursuant to which such partial liquidated damages or
      other amounts are due and payable shall have been canceled.

     

    5.17 Saturdays,
      Sundays, Holidays, etc. If
      the
      last or appointed day for the taking of any action or the expiration of any
      right required or granted herein shall not be a Business Day, then such action
      may be taken or such right may be exercised on the next succeeding Business
      Day.

     

    5.18 Construction.
      The parties agree that each of them and/or their respective counsel has reviewed
      and had an opportunity to revise the Transaction Documents and, therefore,
      the
      normal rule of construction to the effect that any ambiguities are to be
      resolved against the drafting party shall not be employed in the interpretation
      of the Transaction Documents or any amendments hereto.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    5.19 WAIVER
      OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION
      BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND
      INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY
      ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL
      BY
      JURY.

     

    (Signature
      Pages Follow)

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
      Agreement to be duly executed by their respective authorized signatories as
      of
      the date first indicated above.

    


    
      	CONCENTRIC
              ENERGY CORPORATION	
              Address
                for Notice:

            


    

     

    
      	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    With
      a
      copy to (which shall not constitute notice):

    


    Downey
      Brand

    555
      Capitol Mall

    10th
      Floor

    Sacramento,
      CA 95814

    Attn:
      Bruce Dravis, Esq.

    Fax:
      (916) 444-2100

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGE FOR PURCHASER FOLLOWS]

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    [PURCHASER
      SIGNATURE PAGES TO CONCENTRIC

    SECURITIES
      PURCHASE AGREEMENT]

    


    IN
      WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
      to be duly executed by their respective authorized signatories as of the date
      first indicated above.

     

    Subscription
      Amount: $___________________ 

    


    Shares
      of
      Common Stock _______________

    


    
      	
              “A”
                Warrant Shares: _______________

            	
              “B”
                Warrant Shares: _________________

            
	 	 
	
              ______________________________________

            	
              ____________________________________

            
	
              Name
                of Investor (Print)

            	
              Name
                of Joint Investor (if any) (Print) 

            
	 	 
	
              ____________________________________

            	
              ____________________________________

            
	
              Signature
                of Investor

            	
              Signature
                of Joint Investor (if any)

            
	 	 
	
              ____________________________________ 

            	 
	Capacity
              of Signatory (for entities)	 


    

    


    __________________________________________

    Social
      Security or Taxpayer Identification Number
         

       

    Investor
      Contact Information:      

    


    
      	
              ______________________________________

            	
              _________________

            	
              _________________

            
	
              Street
                Address

            	
              Telephone

            	
              Fax
                

            
	 	 	 
	
              _________________________________________
                

            	
              ____________________________________

            
	
              City                          
                State                              
                Zip Code

            	
              Email

            	 


    

    


    Instructions
      for Delivery of Securities:

    


    
      	
              o
                Deposit to my
                Westminster brokerage account

            	
              o 
Deliver
                to an alternate
                address:

            
	 	 
	
              o
                Deliver to the address above
                

            	
              ____________________________________

            
	 	 
	 	
              
                ____________________________________

              

            
	 	 
	Broker:	 
	
              o
                Westminster
                Rep:_______________________

            	
              o
Other
                Rep:
                _________________________ 

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    [SIGNATURE
      PAGES CONTINUE]

    ANNEX
      I - ACCREDITED INVESTOR QUESTIONNAIRE

    


    The
      undersigned hereby refers to the Subscription Agreement executed and delivered
      to Concentric Energy Corporation (the “Company”) by the undersigned as of the
      date herewith. The undersigned hereby represents and warrants to the Company
      that such individual or entity meets at least one of the tests below for an
      “accredited investor” (as defined in Regulation D of the Securities Act of 1933,
      as amended).

    


    The
      undersigned qualifies as an Accredited Investor pursuant to the following (check
      one): 

    


    
      	
              o

            	
              The
                undersigned is an individual who is a director or executive officer
                of
                Concentric
                Energy Corporation An “executive officer” is the president, a vice
                president in charge of a principal business unit, division or function
                (such as sales, administration or finance), any other officer who
                performs
                a policy making function or any other person who performs similar
                policy
                making functions for the Company. 

            


    

    


    
      	
              
                o

              

            	
              The
                undersigned is an individual that (1) had individual income of more
                than
                $200,000 in each of the two most recent fiscal years and reasonably
                expects to have individual income in excess of $200,000 in the current
                year, or (2) had joint income together with the undersigned’s spouse in
                excess of $300,000 in each of the two most recent fiscal years and
                reasonably expects to have joint income in excess of $300,000 in
                the
                current year.“Income”
                means adjusted gross income, as reported for federal income tax purposes,
                increased by the following amounts: (i) any tax exempt interest income
                under Section 103 of the Internal Revenue Code (the “Code”) received, (ii)
                any losses claimed as a limited partner in a limited partnership
                as
                reported on Schedule E of Form 1040, (iii) any deduction claimed
                for
                depletion under Section 611 of the Code or (iv) any amount by which
                income
                has been reduced in arriving at adjusted gross income pursuant to
                the
                provisions of Section 1202 of the Code. In determining personal income,
                however, unrealized capital gains should not be
                included.

            


    

    


    
      	
              
                o

              

            	
              The
                undersigned is an individual with individual net worth, or combined
                net
                worth together with the undersigned’s spouse, in excess of
                $1,000,000.“Net
                worth” means the excess of total assets at fair market value, including
                home, home furnishings and automobiles, over total
                liabilities.

            


    

    


    
      	
              
                o

              

            	
              The
                undersigned is a Trust with total assets in excess of
                $5,000,000,
                was not formed for the specific purpose of acquiring securities of
                Concentric Energy Corporation, and the purchase of the securities
                is
                directed by a person with such knowledge and experience in financial
                and
                business matters that he is capable of evaluating the risks and merits
                of
                the prospective investment in such
                securities.

            


    

    


    
      	
              
                o

              

            	
              The
                undersigned is a corporation, partnership, limited liability company
                or
                limited liability partnership that has total assets in excess of
                $5,000,000
                and was not formed for the specific purpose of acquiring securities
                of
                Concentric Energy Corporation

            


    

    


    
      	
              
                o

              

            	
              The
                undersigned is an entity in which all of its equity owners are Accredited
                Investors. 

            


    

    


    
      	
              ______________________________________

            	
              ____________________________________

            
	
              Name
                of Investor (Print)

            	
              Name
                of Joint Investor (if any) (Print) 

            
	 	 
	
              ______________________________________

            	
              ____________________________________

            
	
              Signature
                of Investor

            	
              Signature
                of Joint Investor (if any)

            
	 	 
	
              ________________

            	
              ________________

            
	
              Capacity
                of Signatory (for entities)

            	
              Date
                

            


    

    


    
      
        
        

      

      
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