Seller's Direction Agreement

SELLER'S DIRECTION AGREEMENT

This Seller's Direction Agreement (the "Agreement") is made and entered into as of by and between Seller Name: and Buyer Name: .

RECITALS

WHEREAS, Seller desires to sell, assign or otherwise transfer certain securities, certificates or other property described herein (the "Assets") to Buyer in accordance with the terms of an underlying purchase agreement or transfer instruction (the "Transaction");

WHEREAS, Seller is furnishing directions to the escrow agent, transfer agent, paying agent, broker or other custodian (collectively, the "Agent") governing the manner of delivery of Certificates, instruments, payments and related documents required to effect the Transaction; and

WHEREAS, Buyer requires an express written direction from Seller specifying delivery, account crediting, lien release or similar instructions as a condition to closing the Transaction.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement and not otherwise defined have the meanings assigned to them in the Transaction documents. For purposes of this Agreement, "Certificates" means certificates, instruments, records or electronic entitlements representing the Assets to be transferred by Seller to Buyer.

2. DIRECTIONS

Seller hereby directs the Agent, and authorizes Buyer and the Agent, to take the following actions upon the terms and conditions set forth in the Transaction:

(a) Delivery of Certificates: Seller shall deliver to the Agent, or cause to be delivered to the Agent, the Certificates described as follows:

(b) Transfer Instruction: Seller directs that upon receipt and verification of the Certificates, the Agent shall transfer or cause to be transferred the Assets to Buyer by crediting Buyer's account or issuing new Certificates in the name of Buyer or Buyer's designee: Designee Name:

3. PAYMENT AND REMITTANCE INSTRUCTIONS

If any cash consideration, net proceeds, fees or other amounts are payable in connection with the Transaction, Seller directs payment to the following account:

4. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer and the Agent as of the date hereof and as of the time of delivery that:

(a) Seller is the lawful owner of the Certificates and has good and marketable title thereto free and clear of all liens, encumbrances, adverse claims, pledges and security interests, except as previously disclosed in writing to Buyer;

(b) The execution, delivery and performance of this Agreement and the directions contained herein have been duly authorized by all necessary corporate or other action of Seller and do not conflict with any agreement, law, or order binding upon Seller;

(c) Upon transfer in accordance with these directions, Buyer will acquire good and marketable title to the Assets, subject only to those exceptions expressly set forth herein.

5. COVENANTS

Seller covenants that it will promptly execute and deliver such additional documents and instruments and take such further action as may be reasonably requested by Buyer or the Agent to effectuate the directions set forth in this Agreement and to complete the Transaction.

6. INDEMNIFICATION

Seller shall indemnify, defend and hold harmless Buyer, the Agent and their respective affiliates, officers, directors and agents from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Seller's representations, warranties or covenants contained in this Agreement or any inaccuracy in any representation or warranty made by Seller.

7. CONDITIONS PRECEDENT

The obligations of Buyer and the Agent to act in accordance with Seller's directions are subject to receipt by Buyer and the Agent of customary documentation reasonably satisfactory to them, including, without limitation, evidence of authority to deliver the Certificates, and any required consents, approvals or releases.

8. NOTICES

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

9. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be valid unless in writing and signed by both Seller and Buyer. No waiver by any party of any breach or default shall be deemed a waiver of any subsequent breach or default.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to principles of conflicts of law. Governing Law Jurisdiction:

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Transaction documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties. If any provision of this Agreement is held invalid or unenforceable, such invalidity will not affect the remaining provisions, which will remain in full force and effect.

12. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered electronically or by facsimile shall be binding.

13. FURTHER ASSURANCES

Each party shall execute and deliver such additional instruments and take such further actions as may be reasonably required to carry out the provisions of this Agreement and to give effect to the transactions contemplated hereby.

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