Stock Power Transfer Form

STOCK POWER TRANSFER FORM

This Stock Power Transfer Form is made and entered into as of Date: by and between Transferor Name: of Address: and Transferee Name: of Address: .

RECITALS

WHEREAS, Transferor is the legal and beneficial owner of the shares described below and has good and marketable title thereto, free and clear of all liens, encumbrances and adverse claims except as disclosed in this instrument; and

WHEREAS, Transferor desires to assign, transfer and convey to Transferee the securities described below, and Transferee desires to accept such transfer upon the terms and subject to the conditions set forth in this Stock Power Transfer Form; and

WHEREAS, the transfer is executed to effect the change in ownership recorded on the books and records of the issuer or its transfer agent as of the date hereof.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DESCRIPTION OF SECURITIES

2. ASSIGNMENT AND CONVEYANCE

Transferor hereby irrevocably grants, bargains, sells, assigns and conveys unto Transferee, its successors and assigns, all right, title and interest in and to the securities described in Section 1 above together with all rights, dividends and distributions thereon, to have and to hold the same unto Transferee, its successors and assigns, forever.

3. CONSIDERATION

The transfer is made for the sum or other consideration described as: . If no monetary consideration, specify basis for transfer:

4. REPRESENTATIONS AND WARRANTIES

Transferor represents and warrants to Transferee that: (a) Transferor is the lawful owner of the securities and has full authority to transfer the same; (b) the securities are free and clear of any liens, claims, encumbrances, or adverse interests except as set forth in writing in this instrument; (c) this transfer will not violate any agreement to which Transferor is a party or any obligation under applicable law; and (d) no consent, approval or authorization of any governmental or regulatory authority is required other than those already obtained and disclosed to Transferee.

5. ACCEPTANCE

Transferee accepts the transfer and agrees to be bound by all terms and conditions applicable to ownership of the securities under the issuer's governing documents and applicable law. Transferee acknowledges receipt of accurate information sufficient to evaluate the transfer and the securities and has had the opportunity to obtain independent legal and tax advice.

6. INSTRUCTIONS TO TRANSFER AGENT

Transferor and Transferee instruct the issuer's transfer agent to record the transfer on the books of the issuer and to issue a new certificate or effect book-entry registration in the name of Transferee. Transferor authorizes the transfer agent to rely fully upon this Stock Power Transfer Form, the accompanying certificates (if certificated), and any required signature guarantee when processing the transfer.

7. TAXES; WITHHOLDING

Each party shall be responsible for any taxes imposed on such party as a result of the transfer. Transferee and Transferor agree to cooperate in good faith to satisfy any withholding obligations and to provide documentation reasonably requested to determine tax treatment. Transferor represents that all tax information previously provided to Transferee is true and correct.

8. FURTHER ASSURANCES

Each party shall execute and deliver such further documents and take such further acts as may be reasonably necessary to carry out the intent and purpose of this Stock Power Transfer Form, including providing additional instruments of transfer, endorsements or affidavits as may be requested by the issuer or transfer agent.

9. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or when received by certified mail, return receipt requested, addressed to the addresses set forth in the opening paragraph or to such other address as a party may designate by notice in accordance with this Section.

10. TRANSFER RESTRICTIONS

Transferor acknowledges that the securities may be subject to restrictions on transfer imposed by federal or state securities laws, the issuer's organizational documents or contractual agreements. Transferor certifies that any required legend will remain on certificates until such restrictions are lifted and that Transferor will comply with all applicable restrictions and provide any required representations or agreements as a condition to transfer.

11. GOVERNING LAW

This Stock Power Transfer Form shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT

This instrument, together with any documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral, relating to such subject matter.

13. SEVERABILITY

If any provision of this Stock Power Transfer Form is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and the provision shall be reformed only to the extent necessary to make the provision enforceable.

14. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Stock Power Transfer Form will be effective unless in writing and signed by the party against whom enforcement is sought. Failure to enforce any provision will not constitute a waiver of that or any other provision. This Stock Power Transfer Form may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. A facsimile or electronic copy of a signature will be effective for all purposes.

15. ADDITIONAL CERTIFICATIONS

Transferor certifies under penalty of perjury that the information provided in this form is true, correct and complete to the best of Transferor's knowledge and belief, and that Transferor has not assigned, pledged or otherwise encumbered the securities except as disclosed herein.

SIGNATURES AND SIGNATURE GUARANTEE

The undersigned Transferor hereby executes this Stock Power Transfer Form and irrevocably authorizes the transfer agent to record this transfer in accordance with the terms hereof. Where required by the transfer agent or issuer, a signature guarantee is provided below.

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