approved by the Company and the Purchaser as of the date of this Agreement  (the Initial Closing and the Subsequent Closing shall be collectively referred to herein as the “Closings.”)

(c)            At each Closing, the Company shall deliver to the Purchaser a certificate representing the Shares being purchased by the Purchaser at such Closing against payment of the purchase price therefor by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser, or by any combination of such methods.  Without limiting the generality of the foregoing, at the Initial Closing, the Purchaser shall deliver the original Note as consideration for the Shares issued at the Initial Closing.

1.4            Use of Proceeds .  In accordance with the directions of the Company’s Board of Directors, the Company will use the proceeds from the sale of the Shares as set forth in the Budget.

1.5            Defined Terms Used in this Agreement .  In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.

“ Affiliate ” means, with respect to any specified Person, any Person, directly or indirectly, through one or more intermediaries controlling, controlled by or under common control with such Person.

“ Bylaws ” means the Bylaws of the Company in the form provided to the Purchaser.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Company Intellectual Property ” means all patents, patent applications, trademarks, trademark applications, service marks, tradenames, copyrights, trade secrets, domain names, mask works, information and proprietary rights and processes, licenses in to and under any of the foregoing, that are owned by the Company or used by the Company in the conduct of the Company’s business as now conducted and as presently proposed to be conducted.

“ ETF ” means any of the Company’s exchange-traded funds.

“ Material Adverse Effect ” means any occurrence, state of facts, change, event, effect or circumstance that, individually or in the aggregate, has, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or financial condition of the Company, including, without limitation, the Company’s insolvency or a force majeure event, other than any occurrence, state of facts, change, event, effect or circumstance to the extent resulting from: (i) the announcement of the execution of this Agreement, or (ii) any change in United States generally accepted accounting principles (“ GAAP ”) or interpretation thereof after the date hereof or (iii) the execution and performance of or compliance with this Agreement.

“Person” means an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an association, an unincorporated organization, Governmental Authority and any other entity.

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

“ Shares ” means the shares of Series B Preferred Stock issued at the Initial Closing and at the Subsequent Closing, if any.

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2.                                        Representations and Warranties of the Company .  The Company hereby represents and warrants to each Purchaser that, except as set forth on the Disclosure Schedule attached as Exhibit F to this Agreement, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete as of the date hereof, except as otherwise indicated.  The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section 2 , and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Section 2 only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.

2.1.           Organization, Good Standing, Corporate Power and Qualification .  Each of the Company, the ETFs, and the Company Subsidiaries is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.  As set forth in Schedule 2.1 , each of the Company, the ETFs, and the Company Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not reasonably be expected to have a Material Adverse Effect.  The Company has heretofore made available to Purchaser accurate and complete copies of the Company’s, each ETFs, and each Company Subsidiaries’ certificate of incorporation, by-laws, operating agreements and the equivalent organizational documents of each of the Company Subsidiaries, each as currently in effect.  None of the Company, any ETF or any Company Subsidiary is in violation of any provision of its respective certificate of incorporation, by-laws or equivalent organizational documents as the case may be.

2.2 .             Capitalization . The authorized capital of the Company shall consist, immediately prior to the Initial Closing, of:

(i)             1,400,000,000 shares of common stock, $0.0001 par value per share (the “ Common Stock ”), 293,994 shares of which are issued and outstanding.

(ii)            672,000,000 shares of preferred stock, $0.0001 par value per share (the “ Preferred Stock ”) (the Common Stock and the Preferred Stock are collectively referred to as the “ Securities ”): (i) 172,000,000 of which have been designated Series A Preferred Stock, 162,257,593 shares of which are issued and outstanding; and (ii) 500,000,000 of which have been designated Series B Preferred Stock, none of which is issued or outstanding.  The rights, privileges and preferences of the Preferred Stock are as stated in the Certificate and as provided by the general corporation law of the jurisdiction of the Company’s incorporation.

(b)            All of the outstanding securities issued by the Company have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.  The Company holds no treasury stock.

(c)            Other than (X) the Note and (Y) as otherwise set forth in the Disclosure Schedule or on the capitalization table attached hereto as Exhibit D , there are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii)  bonds, debentures, notes or other indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights, or (iii) subscriptions or other rights, agreements, arrangements, contracts or commitments of any character, relating to the issued or unissued securities of the Company or any of the

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Company Subsidiaries or obligating the Company or any of the Company Subsidiaries to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options , or other equity interest in, the Company or any of the Company Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of the Company Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such equity interest.  There are no outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of, or other equity interests in, the Company or any of the Company Subsidiaries or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any other entity.

(d)            To the Company’s knowledge, there are no stockholders or members agreements, voting trusts or other agreements or understandings with respect to the voting of the Securities or the capital stock or equity interests of any Company Subsidiary.

(e)            The Company has agreed to reserve 19,000,000 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to a 2008 Stock Option Plan, as amended (the “ Stock Plan ”). Of such reserved shares of Common Stock, no shares have been issued pursuant to restricted stock purchase agreements, and no options to purchase shares have been granted to officers, directors, employees and consultants pursuant to the Stock Plan.  The Company has furnished to the Purchaser complete and accurate copies of the proposed Stock Plan and forms of agreements used thereunder.

(f)             A true, complete and correct copy of the Company’s capitalization table as of the date hereof is attached hereto as Exhibit D .

2.3.         Authorization .  All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company to enter into this Agreement, and to issue the Shares at the Closing and the Common Stock issuable upon conversion of the Shares, has been taken or will be taken prior to the Initial Closing.  All action on the part of the officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company hereunder to be performed as of the Initial Closing, and the issuance and delivery of the Shares has been taken or will be taken prior to the Initial Closing.  This Agreement, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

2.4.         Valid Issuance of Purchased Securities .  The Purchased Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser.  Assuming the accuracy of the representations of the Purchaser in Section 3 of this Agreement and subject to the filings described in Section 2.5(ii)  below, the Shares will be issued in compliance with all applicable federal and state securities laws.  The Common Stock issuable upon conversion of the Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Certificate, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable federal and state securities laws and liens or encumbrances created by or imposed by the Purchaser.  Based in part upon the representations of the Purchaser in Section 3 of this Agreement, and subject to Section 2.5 below, the Common Stock issuable

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upon conversion of the Shares will be issued in compliance with all applicable federal and state securities laws.

2.5.         Governmental Consents and Filings .  Assuming the accuracy of the representations made by the Purchaser in Section 3 of this Agreement, no consent, approval, waiver, authorization or permit of, or notice to or declaration or filing with (each, a “ Consent ”), any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental or regulatory authority, agency, department, board, commission, administration or instrumentality, any court, tribunal or arbitrator or any self-regulatory organization (each, a “ Governmental Authority ”), on the part of the Company, ETF or any of the Company Subsidiaries is required to be obtained or made in connection with the execution, delivery or performance by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby, other than (i) the filing of the Certificate, which will have been filed as of the Initial Closing, and (ii) filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, which have been made or will be made in a timely manner.

2.6.         Litigation .  Except as set forth in the Disclosure Schedule, there is no claim, action, suit, proceeding, arbitration, complaint, charge or, investigation pending or to the knowledge of the Company, threatened against the Company.  The Company is not a party nor is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.  There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate.  The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened (or any basis therefor known to the Company) involving the current or prior employment of or engagement of any of the Company’s employees or consultants, their services provided in connection with the Company’s business, or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

2.7.         Compliance with Other Instruments .  The Company is not in violation or default (i) of any provisions of its Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect.  The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, note, indenture, mortgage, lease, agreement, contract or purchase order or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any permit or license applicable to the Company.

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2.8.             Agreements; Actions . Except for the Convertible Note and this Agreement, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights.

(b)            The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii)  incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $50,000 or in excess of $100,000 in the aggregate, (iii) except as listed on Schedule 2.8(b)(iii), made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights.

(c)            The Company is not a guarantor or indemnitor of any indebtedness of any other Person.

(d)            The Company has not engaged in the past twelve (12) months in any discussion with any representative of any Person (other than the Purchaser) regarding (i) a sale or exclusive license of all or substantially all of the Company’s assets, or (ii) any merger, consolidation or other business combination transaction of the Company with or into another Person.

2.9.             Certain Transactions .  Except as listed on Schedule 2.9 , the Company is not indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees.  None of the Company’s directors, officers or employees, or any members of their immediate families, or any Affiliate of the foregoing are, directly or indirectly, indebted to the Company.

2.10.           Absence of Liens .  The property and assets that the Company owns are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent.  With respect to the property and assets it leases, the Company is in compliance with such leases and, to its knowledge, except as listed on Schedule 2.10 , holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets. With respect to each such Company lease, no lessor, lien, claim, or encumbrance interferes with the Company’s use and quiet enjoyment of such leased property or asset.

2.11.           Financial Statements .  The Company has delivered to the Purchaser its audited financial statements (including balance sheet, income statement and statement of cash flows) as of December 31, 2007 and December 31, 2008 and unaudited financial statements for the three-month period ended March 31, 2009 (collectively, the “ Financial Statements ”).  The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated, except that the unaudited Financial Statements may not contain all footnotes required by generally accepted accounting principles.  The Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments, which are not material. Except as set forth in the Financial Statements, the Company has no liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the

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ordinary course of business subsequent to March 31, 2009 and which have been disclosed to the Company in writing (ii) obligations under contracts and commitments incurred in the ordinary course of business and which have been disclosed to the Company in writing and (iii) liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect.  The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles.

2.12.           Changes .  Since the date of the most recent Financial Statements, other than the Convertible Note, there has not been:

(a)            any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect;

(b)            any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect;

(c)            any waiver or compromise by the Company of a valuable right or of a material debt (in excess of $10,000) owed to it;

(d)            any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect;

(e)            any material change to a material contract or agreement (in excess of $10,000) by which the Company or any of its assets is bound or subject;

(f)             any change in any compensation arrangement or agreement with any employee, officer, director or stockholder;

(g)            any resignation or termination of employment of any officer, employee, or consultant of the Company;

(h)            any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets (in excess of $10,000), except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not impair the Company’s ownership or use of such property or assets;

(i)             any loans or guarantees made by the Company to or for the benefit of its employees, officers directors or consultants, or any members of their immediate families,;

(j)             any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company;

(k)            any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect;

(l)             receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;

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(m)           any other event or condition of any character, other than events affecting the economy or the Company’s industry generally,  that could reasonably be expected to result in a Material Adverse Effect; or

(n)            any arrangement or commitment by the Company to do any of the things described in this Section 2.12 .

2.13.           Tax Returns and Payments .  The Company has timely paid all federal, state, county, local or foreign taxes due and payable.  There are no accrued and unpaid federal, state, county, local or foreign taxes of the Company which are due, whether or not assessed or disputed.  There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental agency.  The Company has duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.  The Company has properly withheld and paid all taxes required to have been withheld and paid in connection with any amounts paid or credited to any employee, independent contractor, creditor, stockholder or other third party.

2.14.           Insurance .  The Company, each ETF, and each Company Subsidiary is covered by valid and currently effective insurance policies issued in favor of the Company or one or more of the ETFs or Company Subsidiaries that are customary for companies of similar size in the industry and locales in which the Company and the Company Subsidiaries operate.  Schedule 2.14 sets forth a true, correct and complete list of all insurance policies issued in favor of the Company, any ETF, or any Company Subsidiary, or pursuant to which the Company, any ETF, or any Company Subsidiary is a named insured or otherwise a beneficiary, as well as any historic incurrence-based policies still in force.  With respect to each such insurance policy, (i) the policy is in full force and effect and all premiums due thereon have been paid, (ii) neither the Company or any ETF, nor any Company Subsidiary is in any material respect, in breach of or default under, and neither the Company or any ETF, nor any Company Subsidiary have taken any action or failed to take any action which, with notice or the lapse of time or both, would constitute such a breach or default, or permit termination or modification of, any such policy, (iii) to the knowledge of the Company, no insurer on any such policy has been declared insolvent or placed in receivership, conservatorship or liquidation, and no notice of cancellation or termination has been received with respect to any such policy,  and (iv) the Company knows of no reason any such insurance policy would be cancelled or modified in any material respect as a result of the transactions contemplated hereby.

2.15.           Regulatory Agreements; Permits .

(a)            There are no (A) written agreements, consent agreements, memoranda of understanding, commitment letters, cease and desist orders, or similar undertakings to which the Company, any ETF, or any Company Subsidiary is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand, (B ) Orders or directives of or supervisory letters from a Governmental Authority specifically with respect to the Company, any ETF, or any Company Subsidiary, or (C) resolutions or policies or procedures adopted by the Company, any ETF, or any Company Subsidiary at the request of a Governmental Authority, that (1) limit in any  respect the ability of the Company, any ETF, or any of the Company Subsidiaries to conduct its business as currently being conducted or (2) in any manner relate to the ability of the Company, any ETF,  or any of the Company Subsidiaries to pay dividends or otherwise restrict the conduct of business of the Company, any ETF, or any of the Company Subsidiaries in any respect.

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(b)            The Company, the ETFs, and the Company Subsidiaries hold all permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals necessary to lawfully conduct their businesses as presently conducted and contemplated to be conducted, and to own, lease and operate their assets and properties (collectively, the “ Company Permits ”), all of which are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened,.  Schedule 2.15(a)  sets forth each Company Permit.  Each of the Company, the ETFs, and the Company Subsidiaries are not in violation in any material respect of the terms of any Company Permit.

(c)            No investigation, review or market conduct examination by any Governmental Authority with respect to the Company, any ETF, or any Company Subsidiary is pending or, to the knowledge of the Company, threatened, nor does the Company have knowledge of any Governmental Authority’s intention to conduct any such investigation or review.

(d)            Each of the Company, each ETF, and each Company Subsidiary and each of their respective officers and employees who are required to be registered, licensed or qualified as (A) an investment company, broker-dealer, investment adviser, futures commission merchant or (B) a registered principal, registered representative, investment adviser representative, insurance agent or salesperson with the SEC or any securities or insurance commission or other Governmental Authority are duly registered as such and such registrations are in full force and effect, or are in the process of being registered as such within the time periods required by applicable law, except in each case for any failures to be so registered, licensed or qualified that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company, each ETF, and each Company Subsidiary and each of their respective officers and employees are in compliance with all applicable federal, state and foreign laws requiring any such registration, licensing or qualification, and are not subject to any liability or disability by reason of the failure to be so registered, licensed or qualified, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(e)            Each of the Company, each ETF, and each Company Subsidiary, and, to the knowledge of the Company, its solicitors, third party administrators, managers, brokers and distributors, have marketed, sold and issued investment products and securities in compliance with all applicable laws governing sales processes and practices, except in each case as would not reasonably be e