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  1. Instructions

For value received, the undersigned (Holder), hereby sells, assigns and transfers unto (Transferee) shares of the Common Stock of , a Delaware corporation (the Company), standing in Holder's name on the Company's books as Certificate No. whether held in certificated or uncertificated form, and does hereby irrevocably constitute and appoint to transfer said stock on the books of the Company with full power of substitution in the premises.

This Stock Power may only be used as authorized by the Common Stock Purchase Agreement between the Holder and the Company, dated and the exhibits to that agreement (the Agreement).


Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its repurchase option under the Agreement without requiring additional signatures on the part of Holder.