Common use of ASSIGNMENT FORM AND CERTIFICATE OF TRANSFER Clause in Contracts

ASSIGNMENT FORM AND CERTIFICATE OF TRANSFER. ASSIGNMENT FORM AND CERTIFICATE OF TRANSFER To assign this Security fill in the form below: (I) or (we) assign and transfer this Security to -------------------------------------------------------------------------------- (Insert assignee's social security or tax identification number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) and irrevocably appoint ______________ agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. In connection with any transfer of any of the Securities within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144(k) (other than any transfer pursuant to a registration statement that has been declared effective under the Securities Act of 1933, as amended (the "Securities Act") (or any successor provision)), the undersigned confirms that such Securities are being transferred: CHECK ONE BOX BELOW [ ] to the Company or a subsidiary thereof; or [ ] pursuant to and in compliance with Rule 144A under the Securities Act; or [ ] pursuant to and in compliance with Regulation S under the Securities Act; or [ ] to an Institutional Accredited Investor pursuant to and in compliance with the Securities Act; or [ ] pursuant to Rule 144 of the Securities Act; and unless the box below is checked, the undersigned confirms that, to the undersigned's knowledge, such Securities are not being transferred to an "affiliate" of the Company as defined in Rule 144 under the Securities Act (an "Affiliate"). [ ] The transferee is an Affiliate of the Company. Dated:____________________ --------------------------------- --------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange with membership in an approved signature guarantee medallion program pursuant to the Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Securities to be delivered, other than to or in the name of the registered Holder. --------------------------------- Signature Guarantee

ASSIGNMENT FORM AND CERTIFICATE OF TRANSFER. ASSIGNMENT FORM AND CERTIFICATE OF TRANSFER To assign this Security fill in the form below: : (I) or (we) assign and transfer this Security to -------------------------------------------------------------------------------- (Insert assignee's social security or tax identification numberI.D. no.) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) and irrevocably appoint ______________ agent to transfer this Security on the books of the CompanyIssuer. The agent may substitute another to act for him. Your signature: ------------------------------------------------------------ (Sign exactly as your name appears on the other side of this Security) Date: -------------------- Signature Guarantee: *** -------------------------------------------------- In connection with any transfer of any of the Securities within the period evidenced by this certificate occurring prior to the expiration of the holding date that is two years (or such shorter period as may then be applicable to the sales thereof under Rule 144(k) (other than any transfer pursuant to a registration statement that has been declared effective under the Securities Act Act) after the later of 1933the date of original issuance of such Securities and the last date, as amended (if any, on which such Securities were owned by the "Securities Act") (Issuer or any successor provision))Affiliate of the Issuer, the undersigned confirms that such Securities are being transferred: CHECK ONE BOX BELOW [ ] BELOW (1) to the Company or a subsidiary thereofIssuer; or [ ] or (2) pursuant to and in compliance with Rule 144A under the Securities ActAct of 1933; or [ ] or (3) pursuant to and in compliance with Regulation S under the Securities ActAct of 1933; or [ ] ------------ *** Signature must be guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange. (4) to an Institutional Accredited Investor pursuant to and institutional "accredited investor" as defined in compliance with Rule 501(a) (1), (2), (3) or (7) under the Securities ActAct of 1933 that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which letter can be obtained from the Trustee); or [ ] or (5) pursuant to Rule 144 of the Securities ActAct of 1933; (6) pursuant to an effective registration statement under the Securities Act of 1933; and unless or (7) pursuant to another available exemption from the box below registration requirements of the Securities Act of 1933. Unless one of the boxes is checked, the undersigned confirms thatTrustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; PROVIDED, HOWEVER, that if box (2), (3), (4), (5), (6) or (7) is checked, the Trustee (as instructed by the Issuer) and the Issuer may require, prior to registering any such transfer of the undersigned's knowledgeSecurities such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm that such transfer is being made pursuant to an exemption from or in a transaction not subject to, the registration requirements of the Securities Act of 1933, such Securities are not being transferred to an "affiliate" of as the Company as defined in exemption provided by Rule 144 under the Securities Act (an "Affiliate")such Act. [ ] The transferee is an Affiliate of the Company. Dated:____________________ --------------------------------- --------------------------------- Signature(s) Signature(s) ------------------------------ Signature Signature Guarantee:* ------------------------------ ------------------------------ Signature must be guaranteed Signature -------------------------------------------------------------------------------- -------------------- * Signature must be guaranteed by a commercial bank or bank, trust company or a member firm of a major stock exchange with membership in an approved signature guarantee medallion program pursuant to the Securities and Exchange Commission Rule 17Ad-15 if shares of Common New York Stock are to be issued, or Securities to be delivered, other than to or in the name of the registered Holder. --------------------------------- Signature GuaranteeExchange.

ASSIGNMENT FORM AND CERTIFICATE OF TRANSFER. ASSIGNMENT FORM AND CERTIFICATE OF TRANSFER To assign this Security fill in the form below: (I) or (we) assign and transfer this Security to -------------------------------------------------------------------------------- (Insert assignee's social security or tax identification number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) and irrevocably appoint ______________ agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. In connection with any transfer of any of the Securities within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144(k) (other than any transfer pursuant to a registration statement that has been declared effective under the Securities Act of 1933, as amended (the "Securities Act") (or any successor provision)), the undersigned confirms that such Securities are being transferred: CHECK ONE BOX BELOW [ ] to the Company or a subsidiary thereof; or [ ] pursuant to and in compliance with Rule 144A under the Securities Act; or [ ] pursuant to and in compliance with Regulation S under the Securities Act; or [ ] to an Institutional Accredited Investor pursuant to and in compliance with the Securities Act; or [ ] pursuant to Rule 144 of the Securities Act; and unless the box below is checked, the undersigned confirms that, to the undersigned's knowledge, that such Securities are not being transferred to an "affiliate" of the Company as defined in Rule 144 under the Securities Act (an "Affiliate"). [ ] The transferee is an Affiliate of the Company. Dated:____________________ --------------------------------- --------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange with membership in an approved signature guarantee medallion program pursuant to the Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Securities to be delivered, other than to or in the name of the registered Holder. --------------------------------- Signature Guarantee