AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT

1.1   Agreement to Purchase and Sell .  In consideration of the representations, warranties and agreements contained in or made pursuant to this Agreement, Seller hereby (a) agrees to assign, transfer, convey and deliver to Purchaser, and Purchaser agrees to accept the assignment, transfer and conveyance to it of the Interest, together with the Preferred Return related thereto in accordance with the Operating Agreement, and Purchaser agrees to assume all of the obligations of Seller with respect to the Interest as of the Closing Date and (b) agrees to sell, assign, transfer and convey or cause the sale, assignment, transfer or conveyance to Purchaser, and Purchaser hereby agrees to purchase and accept the sale, assignment, transfer and conveyance to it of the Unreturned Capital Balance.

1.2   Purchase Price .  Upon the terms and subject to the satisfaction of the conditions contained herein, in consideration of the aforesaid sale, assignment, transfer and conveyance of the Interest, the Unreturned Capital Balance and the Preferred Return, Purchaser will pay to Seller an aggregate price of [______________] Dollars ($_________), calculated on the basis of (a) Five Hundred Thousand and No/100 Dollars ($500,000.00) per percentage of membership interest in Sunrise transferred to Purchaser, (b) an amount equal to the Unreturned Capital Balance and (c) an amount equal to the unpaid Preferred Return accrued on the Unreturned Capital Balance through the date immediately preceding the Closing Date, as set forth opposite the name of Seller on Exhibit A , on the terms and conditions set forth herein.

1.3   Closing .  Subject to the satisfaction or waiver of each of the conditions precedent to the Closing set forth in Article 4 by the party for whose benefit such conditions precedent exist, the closing of the transactions contemplated hereunder (the “ Closing ”) shall take place on July 24, 2008 (the “ Closing Date ”), at 10:00 a.m. at the offices of Morgan, Lewis & Bockius LLP, 300 South Grand Avenue, 22nd Floor, Los Angeles, California 90071, or at such other time and place as mutually agreed upon between Purchaser and Seller.

1.4   Closing Deliveries .

(a)   At the Closing, Seller will deliver, or cause to be delivered to Purchaser:

(i)     (A) (x) The certificate representing the Interest or (y) the Affidavit of Lost Certificate (the “ Affidavit ”) in the form attached hereto as Exhibit B and (B) an applicable assignment in favor of Purchaser.

(ii)   The Spousal Consent (the “ Spousal Consent ”), substantially in the form attached hereto as Exhibit C , executed by Seller’s spouse.

(b)   At the Closing, Purchaser will deliver, or cause to be delivered to Seller:

(i)   The Purchase Price.

(ii)   A new certificate representing the Common Units retained by Seller, if any.

2.1   Authority; Binding Obligations .  Seller has the full legal capacity and authority to enter into this Agreement and has entered into this Agreement as its own free act.  This Agreement (a) has been duly executed and delivered by Seller and (b) assuming the due execution and delivery thereof by the other parties hereto and thereto, constitutes legal, valid and binding obligations of Seller, enforceable in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws in effect from time to time relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

2.2   Title; Liens .  Except as set forth on Schedule  2.2 hereto, Seller is the owner of the Interest, the Unreturned Capital Balance and the Preferred Return, free and clear of all liens, pledges and encumbrances, other than those restrictions imposed by applicable federal and state securities laws.  At the Closing, Seller will deliver, or cause to be delivered to Purchaser good and valid title to the Interest, the Unreturned Capital Balance and the Preferred Return, free and clear of all liens, pledges or encumbrances, other than those restrictions imposed by applicable federal and state securities laws.

2.3   No Bankruptcy .  No voluntary proceeding or petition has been instituted by Seller and no proceeding has been instituted or, to Seller’s knowledge, been threatened to be instituted against Seller under the bankruptcy laws of the United States or any other country or any political subdivision thereof.  Seller has not made any assignment of any assets or properties for the benefit of creditors, consented to the appointment of a receiver or trustee for any assets or properties, been adjudicated bankrupt or made a bulk sale or taken any action which contemplates the making of a bulk sale.  No court has entered any order appointing a receiver or trustee for any assets or properties of Seller or has assumed the custody of or sequestered any assets or properties of Seller and no attachment has been made on any assets or properties of Seller.

2.4   Independent Decision to Sell .  Seller acknowledges that he or she has independently and without reliance upon Purchaser made its own analysis and decision to sell the Interest, the Unreturned Capital Balance and the Preferred Return to Purchaser.  Seller further acknowledges that Purchaser may possess material non-public information not known to Seller regarding or relating to Sunrise, and Seller acknowledges that it has not requested such information and agrees that the Purchaser shall have no liability whatsoever (and Seller hereby waives and releases all claims which it would otherwise have) with respect to the non-disclosure of such information either prior to the date hereof or subsequent hereto.