Legal Transfer Agent Instruction

LEGAL TRANSFER AGENT INSTRUCTION

This Legal Transfer Agent Instruction (the Instruction) is made as of by and between Issuer Name: with principal address at (Issuer) and Transfer Agent Name: with principal address at (Transfer Agent).

RECITALS

WHEREAS, Issuer is authorized to issue or transfer the securities described below and desires that Transfer Agent effect transfers, cancellations and reissuances in accordance with the instructions set forth in this Instruction; and

WHEREAS, Transfer Agent is authorized by written agreement with Issuer to act as transfer agent with respect to such securities and is willing to accept and act upon Issuer's written instructions subject to the terms and conditions of this Instruction; and

WHEREAS, Issuer and Transfer Agent desire to record and confirm the procedures, representations and covenants relating to transfers, including any required certifications or supporting documentation, as set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants contained in this Instruction and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Instruction, the following terms shall have the meanings set forth below unless the context otherwise requires: "Securities" means the securities identified in Section 2; "Effective Date" means the date specified above; "Business Day" means a day on which banks are open for business in the jurisdiction of the Transfer Agent.

2. DESCRIPTION OF SECURITIES AND INSTRUCTIONS

Certificated transfer Book-entry transfer Other (describe below)

3. AUTHORITY TO ACT

Issuer represents and warrants that it has full corporate power and authority to deliver these instructions and that the individual(s) executing this Instruction on behalf of Issuer are duly authorized to do so by corporate action or other requisite authority. Transfer Agent is authorized to rely upon the representations and signatures set forth herein and may, at its election, require evidence of authority satisfactory to it prior to acting.

4. DELIVERY; CONFIRMATION; TIMING

Transfer Agent shall effect transfers in accordance with this Instruction and shall use commercially reasonable efforts to deliver confirmations of transfer to Issuer within Business Days after completion. Transfer Agent shall notify Issuer promptly of any delays, discrepancies or requirements for additional documentation.

5. FEES AND EXPENSES

Issuer agrees to pay Transfer Agent the customary fees, charges and expenses for services performed under this Instruction. Transfer Agent may withhold or set off any sums due to it from Issuer against payments or securities delivered under this Instruction.

6. REPRESENTATIONS AND WARRANTIES

Issuer represents and warrants that: (a) all information and documents provided to Transfer Agent are true, correct and complete; (b) no consent, approval or authorization of any third party is required except as disclosed in writing to Transfer Agent; and (c) there are no legal proceedings pending that would materially impair the transfers to be effected hereunder.

7. INDEMNIFICATION

Issuer shall indemnify, defend and hold harmless Transfer Agent and its officers, directors, employees and agents from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Transfer Agent's good-faith reliance on this Instruction, Issuer's representations or any acts or omissions of Issuer or its agents in connection with the transfers, except to the extent caused by Transfer Agent's gross negligence or willful misconduct.

8. CONDITIONS PRECEDENT

Transfer Agent's obligations to act under this Instruction are subject to receipt, in form and substance satisfactory to Transfer Agent, of any required signature guarantees, certificates, governmental approvals, corporate resolutions, tax certifications, and other supporting documentation specified in this Instruction or reasonably requested by Transfer Agent.

9. NOTICES

All notices, requests, demands and other communications required or permitted to be given under this Instruction shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by notice).

10. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Instruction shall be effective unless in writing and signed by both Issuer and Transfer Agent. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

11. GOVERNING LAW; VENUE

This Instruction shall be governed by and construed in accordance with the laws of the jurisdiction specified by Issuer below without regard to conflicts of law principles. The parties agree that any disputes arising under this Instruction shall be resolved in the courts located in that jurisdiction unless the parties agree in writing otherwise.

12. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Instruction constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications. If any provision of this Instruction is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect. This Instruction may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

13. ADDITIONAL PROVISIONS

The undersigned authorized representatives certify that they have read and understand this Instruction and that the statements contained herein are true, correct and complete to the best of their knowledge and that they are authorized to execute this Instruction on behalf of the party identified.

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