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If you wish to make a section 83(b) election, the filing of such election is your responsibility.

The form for making this section 83(b) election is attached to this agreement.

You must file this form within 30 days of purchasing the Shares.

You (and not the Company, any of its agents or any other person) will be solely responsible for filing such form with the IRS, even if you request the Company, its agents or any other person to make this filing on your behalf and even if the Company, any of its agents or any other person has previously made this filing on your behalf.

The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See www.irs.gov.

The undersigned has entered into a stock purchase agreement with , a Delaware corporation (the Company), pursuant to which the undersigned is purchasing shares of of the Company (the Shares). In connection with the purchase of the Shares, the undersigned hereby represents as follows:

The undersigned has carefully reviewed the stock purchase agreement pursuant to which the undersigned is purchasing the Shares.

The undersigned has knowingly chosen not to consult such a tax advisor regarding the federal, state and local tax consequences of purchasing the Shares, and particularly regarding the advisability of making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the Code) and pursuant to the corresponding provisions, if any, of applicable state law.

The undersigned hereby states that the undersigned has decided to make an election pursuant to Section 83(b) of the Code, and is submitting to the Company, together with the undersigned's executed stock purchase agreement, an executed form entitled "Election Under Section 83(b) of the Internal Revenue Code of 1986."

Neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to the undersigned with respect to the tax consequences of the undersigned's purchase of the Shares or of the making or failure to make an election pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state law.