Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, two hundred ninety nine (299) shares (“ Purchased Shares ”) of Series A Convertible Preferred Stock, $0.001 par value, of the Company (“ Series A Preferred ”), pursuant to the terms and conditions of this Agreement. Such Series A Preferred shall have the rights, restrictions, privileges and preferences set forth in the Amended and Restated Articles of Incorporation attached hereto as Exhibit A (the “ Amended and Restated Articles ”).