SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Agreement”), dated December 18, 2006, is made by and between BPZ Energy, Inc., a Colorado corporation (the “Company”), and International Finance Corporation, an international organization established by Articles of Agreement among its member countries, including the United States (“IFC”).

RECITALS

WHEREAS, the Company proposes to issue and sell to IFC, and IFC desires to purchase from the Company, shares of the Company’s common stock, no par value (the “Common Stock”), on the terms set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.  Purchase

1.1           Purchase and Sale of Stock .

(a)           Subject to the terms and conditions of this Agreement, the Company will issue and sell to IFC, and IFC agrees to purchase from the Company, 6,500,000 shares of the Company’s authorized but unissued Common Stock (the “Shares”), at a price per share equal to $3.00 for an aggregate purchase price of US$19,500,000.  The closing (the “Closing”) of the sale of the Shares shall be effected at the offices of White & Case LLP in Washington, D.C. on December 18, 2006, or as soon as practicable thereafter upon the satisfaction of the conditions set forth in Section 4, or at such other time and place as may be agreed to by IFC and the Company but in no event later than December 29, 2006 (the “Closing Date”). At the Closing, subject to the terms and conditions hereof, the Company shall cause the issuance of the Shares, against payment of the full amount of IFC’s aggregate purchase price by wire transfer of immediately available funds to the Company’s bank account.

(b)           Notwithstanding anything contained in this Agreement, IFC may, at any time in its sole discretion and without request by the Company, subscribe for the Shares by providing three (3) days’ prior notice to the Company. Upon the date specified in such notice, the Company shall cause the issuance of the Shares against payment of the full amount of IFC’s aggregate purchase price by wire transfer of immediately available funds to the Company’s bank account.

1.2           Legends .  All certificates representing the Shares shall bear the following legend (in addition to any legend required by the blue sky or securities laws of any state or jurisdiction to the extent such laws are applicable to the shares represented by the certificate so legended):

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION.”

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares upon which it is stamped, if, unless otherwise required by state securities laws, (i) such Shares are registered for resale under the Securities Act of 1933, as amended (the “Securities Act”), (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably satisfactory to the Company, to the effect that such sale, assignment or transfer of the Shares may be made without registration under the applicable requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act.

1.3           Stop Transfer Orders .  All certificates representing the Shares will be subject to a stop transfer order with the Depository Trust Company or with the Company’s transfer agent that restricts the transfer of such shares except in compliance with this Agreement.

Section 2.  Representations and Warranties of the Company .  The Company hereby makes the following representations and warranties to IFC:

2.1           Organization, etc.   The Company is a corporation, duly organized, and validly existing and in good standing under the laws of the State of Colorado, and is qualified or licensed to do business and is in good standing as a foreign corporation in each other jurisdiction in which the conduct of its business or the ownership of property requires such qualification or licensing, except where failure to be so qualified or licensed could not reasonably be expected to have a Material Adverse Effect.  Each company listed on Schedule 2.1 hereof is duly organized, and validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified or licensed to do business and is in good standing as a foreign corporation in each other jurisdiction in which the conduct of its business or the ownership of property requires such qualification or licensing, except where failure to be so qualified or licensed could not reasonably be expected to have a Material Adverse Effect.  Except for the Subsidiaries listed on Schedule 2.1, the Company does not own, or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association or other entity.

2.2           Authority .  The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and such action has been duly authorized by all necessary action of the Company’s Board of Directors and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and

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performance of this Agreement.  The issuance and sale of the Shares has been duly authorized and if, as and when issued in accordance with the terms of this Agreement and delivered to IFC, the Shares will be duly and validly issued and outstanding, fully paid and non-assessable and will be free of any Encumbrance and will not be subject to preemptive rights, rights of first refusal or other restrictions on transfer, other than those imposed pursuant to this Agreement and securities laws of general application.  The issuance and sale of the Shares will not be subject to preemptive or other similar rights of any holder of the Company’s securities.

2.3           Enforceability .  This Agreement and all other Transaction Documents to be executed and delivered by the Company, when delivered in accordance with the terms hereof, shall have been duly executed and delivered by the Company and constitute a legal, valid and binding agreement and obligation of the Company enforceable against it in accordance with their terms subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights.

2.4           No Violation .  Except as set forth on Schedule 2.4, the execution and the delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder, including the issuance and sale of the Shares, does not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, or (iv) require any authorization, consent or approval not heretofore obtained pursuant to, (x) any material written or oral agreement or instrument, including, without limitation, trust instrument, indenture or evidence of indebtedness, lease, contract or other obligation or commitment (each, a “Contractual Obligation”) binding upon the Company or any Subsidiary or any of their respective properties or assets, to the extent such conflict, default, violation or unobtained authorization, consent or approval could reasonably be expected to have Material Adverse Effect, (y) any federal, state, or local law, rule, regulation or ordinance, or any restriction, order, writ, judgment, award, determination, injunction or decree of any court or government, or any decision or ruling of any arbitrator (each, a “Requirement of Law”) binding upon or applicable to the Company or any Subsidiary or any of their respective properties or assets, or (z) any provision of the Certificate of Incorporation, Bylaws or comparable organizational documents of the Company or any of its Subsidiaries.

2.5           Litigation .  Except as set forth in Schedule 2.5 or in the November Registration Statement, there are no pending or to the Company’s knowledge after due inquiry overtly threatened actions, claims, orders, decrees, investigations, suits or proceedings by or before any governmental authority, arbitrator, court or administrative agency which could reasonably be expected to have a Material Adverse Effect, and no judgment or order has been issued which could reasonably be expected to have a Material Adverse Effect.

2.6           Charter .  The Company has delivered to IFC a true and correct copy of its Certificate of Incorporation and Bylaws and such Certificate of Incorporation and Bylaws have not been amended since October 18, 1996.

2.7           Capitalization . The authorized capital stock of the Company consists of 250,000,000 shares of Common Stock, no par value, 47,352,217 shares of which have been validly issued and are outstanding as of December 15, 2006 and are owned beneficially and legally of record by the Persons indicated on Schedule 2.7 (and such issued shares are fully paid

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and non-assessable), and 25,000,000 shares of preferred stock, no par value, none of which are issued or outstanding as of December 15, 2006.  Except as set forth on Schedule 2.7, the Company owns 100% of the capital stock of each of the Subsidiaries. Except as set forth on Schedule 2.7, there do not exist any other authorized or outstanding securities, options, warrants, calls, commitments, rights to subscribe or other instruments, agreements or rights of any character, or any pre-emptive rights, convertible into or exchangeable for, or requiring or relating to the issuance, transfer or sale of, any shares of capital stock or other securities of the Company or any Subsidiary. Schedule 2.7 contains a capitalization table showing the number of shares of Common Stock and Stock Equivalents owned by each category of holders of Common Stock and/or Stock Equivalents of the Company both before and after the subscription by IFC for the Shares.

2.8           Financial Statements .  All of the consolidated financial statements included in the November Registration Statement (the “Company Financial Statements”): (i) have been prepared from and on the basis of, and are in accordance with, the books and records of the Company and with United States generally accepted accounting principles (“GAAP”) applied on a basis consistent with prior accounting periods; (ii) fairly and accurately present in all material respects the consolidated financial condition of the Company as of the date of each such Company Financial Statement and the results of its operations for the periods therein specified; and (iii) in the case of the annual financial statements, are accompanied by the audit opinion of the Company’s independent public accountants. Except as set forth in Schedule 2.8 or in the Company Financial Statements, as of the date hereof and as of the Closing Date, the Company has no liabilities other than (i) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (ii) liabilities arising in the ordinary course of business of the Company since September 30, 2006, (iii) liabilities incurred as a result of the transactions described on Schedule 2.8, or (iv) liabilities which were not required by GAAP to be reflected or reserved on the Company Financial Statements.  Since September 30, 2006, except as set forth on Schedule 2.8, there has not been any event or change which has had or could reasonably be expected to have a Material Adverse Effect and the Company has no knowledge of any event or circumstance that would reasonably be expected to result in such a Material Adverse Effect.

2.9           Absence of Certain Changes.   Since September 30, 2006 (the “Balance Sheet Date”), except as set forth on Schedule 2.8 hereto, and in the November Registration Statement, neither the Company nor any of its Subsidiaries has:

(a)           redeemed, purchased or otherwise acquired directly or indirectly any shares of any class or series of its capital stock, or any instrument or security which consists of or includes a right to acquire such shares;

(b)           paid, discharged or satisfied any claim, liability or obligation (whether absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities and obligations reflected or reserved against in the Company Financial Statements in the November Registration Statement or incurred in the ordinary course of business and consistent with past practice since the Balance Sheet Date;

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(c)           permitted or allowed any of its material properties or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, claim, lien, security interest, encumbrance, restriction or charge of any kind outside of the ordinary course of business;

(d)           cancelled any debt or waived any claim or right of substantial value;

(e)           sold, transferred, licensed, leased, pledged, mortgaged or otherwise disposed of any of its material properties or assets (real, personal or mixed, tangible or intangible) or any material amount of property or assets, except in the ordinary course of business;

(f)            disposed of or permitted to lapse any right to the use of any Proprietary Rights, or disposed of or disclosed to any person or entity, other than representatives of IFC and persons subject to a nondisclosure agreement, any trade secret, formula, process, know-how or other Proprietary Right not yet a matter of public knowledge;

(g)           granted any material increase or accrual in or accelerated, any benefit or compensation payable or to become payable to any officer, director, employee or consultant, including any such increase, accrual or acceleration pursuant to any benefit plan except in connection with a promotion or job change or any general increase in the compensation payable or to become payable to officers, employees or directors in the ordinary course of business, or entered into or amended in any material way any employment, material consulting, severance, termination or material benefit plan agreement or arrangement other than in the ordinary course of business;

(h)           declared, paid or set aside for payment any dividend or other distribution in respect of its capital stock or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock or other securities of the Company or any of its Subsidiaries;

(i)            made any change in any method of tax or financial statement accounting or accounting practice that would or would reasonably be expected to result in any material change in the Company Financial Statements;

(j)            paid, loaned or advanced any amount to, or sold, transferred or leased any material properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any of its officers or directors or employees or any Affiliate of any of its officers or directors or employees, except for directors’ fees and compensation to officers in the ordinary course of business;

(k)           amended its certificate of incorporation or by-laws or similar organizational documents;

(l)            issued, sold, transferred, pledged, disposed of or encumbered any shares of any class or series of its capital stock, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of any class

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or series of its capital stock, other than shares of Common Stock reserved for issuance on the date of this Agreement pursuant to the Company’s 2005 Long-Term Incentive Compensation Plan, the exercise of any warrants or options to purchase Common Stock described on Schedule 2.7 or existing agreements described on Schedule 2.7 that require the Company to issue shares of Common Stock;

(m)          terminated or materially modified or amended any of its material contracts or waived, released or assigned any material rights under any material contract or claims, except in the ordinary course of business and consistent with past practice;

(n)           revalued in any material respect any of its assets, including writing down the value of inventory or writing-off notes or accounts receivable, other than in the ordinary course of business consistent with past practice or as required by GAAP;

(o)           adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries; or

(p)           agreed, whether in writing or otherwise, to take any action described in this section.

2.10         Income Tax Returns .  Except as set forth on Schedule 2.10, the Company and the Subsidiaries have filed all federal and state income tax returns which are required to be filed, and have paid, or made provision for the payment of all taxes which have become due pursuant to said returns or pursuant to any assessment received by the Company or any Subsidiary, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. The Company has no knowledge of any pending assessments or adjustments of the income tax payable by the Company or its Subsidiaries with respect to any year.

2.11         Permits; Compliance With Law .  Except as disclosed on Schedule 2.4, the Company and each Subsidiary possesses, and will hereafter possess, all permits, consents, approvals, franchises and licenses required and rights to all trademarks, trade names, patents, and fictitious names, if any, necessary to enable them to conduct the business in which it is now engaged in compliance with applicable law and comply with the obligations under this Agreement.  To the Company’s knowledge after due inquiry, the Company and each Subsidiary are in compliance with all Requirements of Law in the conduct of its business and corporate affairs, except where failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.  Neither the Company nor any of its Subsidiaries has received any written notice that any violation of the foregoing is being or may be alleged.

2.12         Prohibited Payments .  Neither the Company nor any Affiliates, nor any Person acting on its or their behalf, has made, with respect to the business of the Company or any transaction contemplated by this Agreement, any Prohibited Payment.

2.13         Insurance .  The Company’s insurance policies cover such risks and contain such policy limits, types of coverage and deductibles as are, in the Company’s judgment, adequate to insure fully (subject to the deductibles and retention amounts described in Schedule

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2.13) against risks to which the Company and its employees, business, properties and other assets may be exposed in the operation of the business as currently conducted.  All of the Company’s insurance policies are valid and enforceable policies, all premiums due and payable under all such policies have been paid and the Company is otherwise in compliance in all material respects with the terms of such policies.  The Company has no knowledge of any threatened termination of, or material change with respect to the terms and conditions of such policies.

2.14         Restrictions on Business Activities .  There is no agreement, judgment, injunction order or decree binding upon the Company which has or could reasonably be expected to have the effect of prohibiting or impairing in any material respect any of its current or future business practices, its acquisition of property or the conduct of its business as it is currently conducted or as proposed to be conducted.

2.15         ERISA .  Except as set forth on Schedule 2.15, the Company and each Subsidiary is in compliance in all material respects with any applicable provisions of ERISA; the Company and each Subsidiary has not violated any provision of any Plan maintained or contributed to by it; no Reportable Event (as defined in ERISA) has occurred and is continuing with respect to any employee benefit plan (“Plan”) initiated by the Company or any Subsidiary; the Company and each Subsidiary has met its minimum funding requirements under ERISA with respect to any Plan; and any Plan will be able to fulfill its benefit obligations as they come due in accordance with the Plan documents and under GAAP. Schedule 2.15 describes each Plan maintained by the Company and each of its Subsidiaries; provided each description is intended as a summary and is subject to the terms and conditions of each Plan.

2.16         Contracts .  Schedule 2.16 sets forth a description of each Contractual Obligation to which the Company or any Subsidiary is a party (except Contractual Obligations filed as exhibits to the November Registration Statement) that provides for payments to or by the Company or any Subsidiary in excess of $1,000,000, or is otherwise material to the operations of the Company or any Subsidiary.  With respect to each Contractual Obligation to which the Company or any Subsidiary is a party or to which any of its properties are subject (i) the agreement is legal, valid, binding and enforceable and in full force and effect, in each case except for bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the date hereof in accordance with the terms thereof as in effect prior to the date hereof; (iii) to the knowledge of the Company after due inquiry, the Company and each Subsidiary has performed all the obligations required to be performed by it and is entitled to all benefits thereunder, in each case, except where failure to perform individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, and except for bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally; and (iv) neither the Company nor, to the knowledge of the Company, any other party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by the Company or, to the knowledge of the Company, by any such other party, or permit termination, modification or acceleration, under the agreement.

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2.17         Environmental Matters .

(a)           To the best of the Company’s knowledge and belief, after due inquiry, there are no material social or environmental risks or issues in respect of the Company’s or any Subsidiaries’ Operations other than those identified by the S&EA.

(b)           The Company has not received nor is aware of (i) any existing or threatened complaint, order, directive, claim, citation or notice from any Authority or (ii) any material written communication from any Person, in either case, concerning the Operations’ failure to comply with any matter covered by the IFC Performance Standards which has, or could reasonably be expected to have, a Material Adverse Effect or any material impact on the implementation or operation of the Operations in accordance with the IFC Performance Standards.

2.18         Trademarks, etc.   The Company and the Subsidiaries own, have sufficient title to, or have the right to use (or can obtain the right to use on reasonable commercial terms), all patents, trademarks, service marks, trade names, copyrights, licenses, trade secrets or other proprietary rights (collectively, the “Proprietary Rights”) necessary to their business as now conducted without infringing upon the right of any person. Except for employee confidentiality agreements with employees and consultants, there are no outstanding material options, licenses or agreements relating to intellectual property rights of the Company or any Subsidiary necessary to their business as now conducted, nor is the Company or any Subsidiary bound by or a party to any material options, licenses or agreements with respect to the Proprietary Rights of any other person or entity. To the Company’s knowledge, neither the Company nor any Subsidiary has violated or is in current violation of, and neither the Company nor any Subsidiary has received any communications alleging that the Company or any Subsidiary has violated or, by conducting its business as proposed, would violate, any of the Proprietary Rights of any other person or entity. The Company and the Subsidiaries are not aware of any material violation by a third party of any of their Proprietary Rights necessary to their business as now conducted.

2.19         Employees .  Except as set forth on Schedule 2.19, all employees of the Company and each Subsidiary are employed “at will” and may be terminated without payment of severance or incurrence of any other liability of the Company or the Subsidiaries; no employee of the Company is in violation of any material term of any employment contract, confidentiality agreement or any other material Contractual Obligation relating to the right of any such employee to be employed by the Company or any Subsidiary; and neither the Company nor any Subsidiary has any employee severance agreement covering any of its employees.  Except as set forth on Schedule 2.19, neither the Company nor any Subsidiary is a party to any collective bargaining agreement or other labor union contract, nor are any union organization proceedings pending or threatened against the Company or any of the Subsidiaries.  There is no labor strike, slowdown or work stoppage or lockout against the Company or any of the Subsidiaries.

2.20         Title to Properties .  The assets owned or leased by the Company and its Subsidiaries are all of the assets necessary to conduct the business of the Company and its Subsidiaries as currently being conducted.  The Company and its Subsidiaries have good and marketable title to substantially all of the assets they own, real and personal, movable and immovable, tangible and intangible, free and clear of any charge, claim, lien, pledge, security

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interest or other encumbrance, except for: (a) liens for taxes not yet due and payable, (b) artisan’s or mechanic’s liens arising in the ordinary course of business, (c) encumbrances described on Schedule 2.20 hereto, or (d) minor imperfections of title and encumbrances, if any, which (i) are not substantial in amount, (ii) do not detract from the value of the property subject thereto, impair the operations of the business of the Company, or the use or license of certain of the assets of the Company, and (iii) have arisen in the ordinary course of business consistent with past practice.

2.21         Books and Records .  Since September 10, 2004, the books and records of the Company, including, without limitation, its stock record books and minute books, are complete and correct in all material respects and accurately and fairly reflect all meetings and other corporate actions of the Company’s stockholders and its Board of Directors and committees thereof and all material information relating to its business, the nature, acquisition, maintenance, location and character of its assets, and the nature of all transactions giving rise to its obligations or accounts receivable.

2.22         Related Party Transactions .  Except for those contracts described in the November Registration Statement or on Schedule 2.22 hereto, no existing Contractual Obligation of the Company or its Subsidiaries is with or for the direct benefit of (i) any party owning, or formerly owning, beneficially or of record, directly or indirectly, in excess of five percent (5%) of the outstanding capital stock of the Company, (ii) any director, officer or similar representative of the Company, (iii) any natural person related by blood, adoption or marriage to any party described in (i) or (ii), or (iv) any entity in which any of the foregoing parties has, directly or indirectly, at least a five percent (5%) beneficial interest (a “Related Party”). Without limiting the generality of the foregoing, no Related Party, directly or indirectly, owns or controls any material assets or material properties which are used in the Company’s business and to the actual knowledge of the Company, no Related Party, directly or indirectly, engages in or has any significant interest in or connection with any business which is, or has been within the last two years, a competitor, customer or supplier of the Company or has done business with the Company or which currently sells or provides products or services which are similar or related to the products or services sold or provided in connection with the business of the Company.

2.23         Brokers .  The Company has not agreed to pay or incurred any obligation in respect of any finder’s fee, brokerage fee or other commission in connection with the sale of Shares contemplated by this Agreement.

2.24         Securities Law Matters .  Except as set forth on Schedule 2.8, since January 1, 2005, the Company has filed in a timely manner all reports, registration statements, proxy statements and other materials, together with any amendments required to be made with respect thereto (the “Public Filings”), that were required to be filed with (i) the SEC under the Securities Act, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) any applicable state securities authorities (the “Public Filing Rules”). The Public Filings complied as to form in all material respects with the Public Filing Rules as of their respective filing dates, and the information contained therein as of the date thereof did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that information contained in any such document has

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been revised or superseded by a later filed Public Filing. The Company is in compliance in all material respects with the applicable requirements of the Public Filing Rules, as amended, and the rules and regulations thereunder.  Subject to the accuracy of the representations and warranties of IFC set forth in Section 3, the offer, sale and issuance of the Shares to IFC will be exempt from registration under the Securities Act.

2.25         Registration Statement; AMEX Listing.   The Company has filed a Registration Statement with the SEC on Form S-1 (the “November Registration Statement”) for the Common Stock issued in connection with the July 19, 2005, March 10, 2006 and June 30, 2006 private placements, and for which Notice of Effectiveness was received by the Company on November 8, 2006.  The Company has further filed a Registration Statement with the SEC on Form S-1 on November 30, 2006 (as amended on December 7, 2006) for securities issued to shareholders of the Company prior to September 9, 2004, along with certain other shareholders, and for which Notice of Effectiveness was received by the Company on December 15, 2006.  The Company has submitted an application for listing its Common Stock on the American Stock Exchange.

2.26         No Anti-Dilution Rights .  Except as set forth on Schedule 2.26, the transactions contemplated hereby will not trigger any anti-dilution provisions contained in any existing agreements.

2.27         Full Disclosure .  None of this Agreement, any schedule, exhibit or certificate of the Company made or delivered pursuant to this Agreement contains or will contain any untrue statement of fact, or omits or will omit to state a material fact the absence of which makes such representation, warranty or other statement misleading.

Section 3.  Representations and Warranties of IFC .  IFC hereby makes the following representations and warranties:

3.1           Organization.   IFC is duly organized and validly existing.

3.2           Authority.   IFC has the corporate authority to execute and deliver this Agreement and to perform its obligations hereunder.

3.3           Investment Intent.   IFC is acquiring the Shares for its own account for investment and not with a view to, or for resale in connection with, any “distribution” thereof for purposes of the Securities Act.  IFC is an “accredited investor” as such term is defined in Regulation D under the Securities Act.  IFC acknowledges that the Shares shall be “restricted securities” within the meaning of Rule 144 (“Rule 144”) under the Securities Act, will contain a transfer restriction legend and may only be resold pursuant to an effective registration statement filed with the SEC under the Securities Act, or pursuant to Rule 144 or another valid exemption from the registration requirements of the Act as established by an opinion of counsel reasonably acceptable to the Company.

3.4           Investigation.   IFC acknowledges that it has been given full access by the Company to all information concerning the business and financial condition, properties, operations and prospects of the Company that IFC has deemed relevant for purposes of making the investment contemplated by this Agreement. By reason of IFC’s knowledge and experience

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in financial and business matters in general, the business of the Company and investments of the type contemplated by this Agreement in particular, IFC is capable of evaluating the merits and risks of making the investment in the Shares and is able to bear the economic risk of the investment (including a complete loss of its investment in the Shares). Subject to the truth and accuracy of the representations and warranties made by the Company hereunder (which IFC has relied upon in entering into this Agreement), IFC has conducted such investigation as it deems relevant in connection with i