Common use of FOR VALUE RECEIVED Clause in Contracts

FOR VALUE RECEIVED. hereby sells, assigns and transfers unto ------------------------------------------------------------------------- ------------------------------------------------------------------------------- (Please print name and address of transferee) ------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint --------------- as Agent, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: -------------, ---- -------------------------------- Signature Signature Guaranteed: ------------------------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights represented by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights represented by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). -------------------------------- Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate.)

FOR VALUE RECEIVED. hereby sells, assigns and transfers unto ------------------------------------------------------------------------- ------------------------------------------------------------------------------- --------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) ------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint --------------- as Agent, _____________________ Attorney to transfer the within Right Certificate on the books of the within-named CorporationCompany, with full power of substitution. Dated: -------------______________________, ---- -------------------------------- 19__ ------------------------------ Signature Signature Guaranteed: ------------------------------------------------------------------------------- Certificate ----------- The undersigned hereby certifies that by checking the appropriate boxes that: (1) the Rights represented by this Right Certificate are [ ] is [ ] is not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Associate or an Affiliate or Associate thereof (as such terms are defined in pursuant to the Rights Agreement) ); and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned it [ ] did [ ] did not acquire the Rights represented evidenced by this Right Certificate from any Person who is is, was or was subsequently became an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in pursuant to the Rights Agreement). -------------------------------- Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate.)

FOR VALUE RECEIVED. hereby sells, assigns and transfers unto ------------------------------------------------------------------------- --------------------------------------- ------------------------------------------------------------------------------- (Please print name and address of transferee) ------------------------------------------------------------------------------- Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint --------------- as Agent, ________________________ Attorney to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: -------------____________ ___, ---- -------------------------------- _____ ------------------------------ Signature Signature Guaranteed: ------------------------------------------------------------------------------- Certificate ----------- The undersigned hereby certifies that by checking the appropriate boxes that: (1) the Rights represented by this Right Certificate are [ ] is [ ] is not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Associate or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ); and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned it [ ] did [ ] did not acquire the Rights represented evidenced by this Right Certificate from any Person who is is, was or was subsequently became an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). -------------------------------- Dated: __________ ___, _____ ------------------------------ Signature Form NOTICE ------ The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of Reverse Side of this Right Certificate -- continued in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed by the if registered holder if such holder desires to exercise Rights represented by the Right Certificate.)

FOR VALUE RECEIVED. hereby sells, assigns and transfers unto ------------------------------------------------------------------------- ------------------------------------------------------------------------------- ----------------------------------------- ------------------------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------------------------- ------------------------------------------------------------------------ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint --------------- as Agent--------------------- Attorney, to transfer the within Right Rights Certificate on the books of the within-named CorporationCompany, with full power of substitution. Dated: ----------------------------------, ---- -------------------------------- 19-- ------------------------------------ Signature Signature Guaranteed: ------------------------------------------------------------------------------- Certificate ----------- The undersigned hereby certifies that by checking the appropriate boxes that: (1) the this Rights represented by this Right Certificate are [ ] is [ ] is not being sold, assigned or and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: ---------------------, 19-- ------------------------------------ Signature NOTICE ------ The signature to the foregoing Assignment must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after due inquiry and such Assignment or Election to the best knowledge of the undersigned, the undersigned did Purchase will not acquire the Rights represented by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). -------------------------------- Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificatehonored.)

FOR VALUE RECEIVED. hereby sells, assigns and transfers unto ------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------- ----------------------------------------------------------------- (Please print name and address of transferee) ------------------------------------------------------------------------------- ----------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint --------------- as AgentAttorney, to transfer the within Right Certificate on the books of the within-named CorporationCompany, with full power of substitution. Dated: -------------------------, ---- -------------------------------- -------- ----------------------- Signature Signature Guaranteed: ------------------------------------------------------------------------------- Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution which is a participant in a signature guarantee medallion program. ---------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights represented evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights represented evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). -------------------------------- ------------------------ Signature ---------------------------------------------------------------- Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate.)Certificate-- Continued

FOR VALUE RECEIVED. hereby sells, assigns and transfers unto ------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------- ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------------------------- ------------------------------------------------------------ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint --------------- as AgentAttorney, to transfer the within Right Certificate on the books of the within-named CorporationCompany, with full power of substitution. Dated: -------------------------, ---- -------------------------------- -------------------- Signature Signature Guaranteed: ------------------------------------------------------------------------------- Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution which is a participant in a signature guarantee medallion program. ------------------------------------------------------------ The undersigned hereby certifies that (1) the Rights represented evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights represented evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). -------------------------------- -------------------- Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate.)------------------------------------------------------------

FOR VALUE RECEIVED. hereby sells, assigns and transfers unto ------------------------------------------------------------------------- ------------------------------------------------------------------------------- --------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) ------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint --------------- as Agent, Attorney to ---------------------- transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: -------------, ---- -------------------------------- 19 ---------- -- ------------------------------------ Signature Signature Guaranteed: ------------------------------------------------------------------------------- CERTIFICATE ----------- The undersigned hereby certifies that (after due inquiry and to the best knowledge of the undersigned) by checking the appropriate boxes that: (1) the Rights represented by this Right Certificate are [ ] is [ ] is not being sold, assigned or and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights represented by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). -------------------------------- Signature Form of Reverse Side of ; (2) the undersigned [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Date: , 19 ---------- -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed by ------------------------------------ Signature Signature Guaranteed: NOTICE ------ The signature to the registered holder if such holder desires foregoing Assignment and Certificate must correspond to exercise Rights represented by the name as written upon the face of this Right Certificate.)Certificate in every particular, without alteration or enlargement or any change whatsoever. A-4

FOR VALUE RECEIVED. hereby sells, assigns and transfers unto ------------------------------------------------------------------------- ------------------------------------------------------------------------------- unto______________________________________ ------------------------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------------------------- ------------------------------------------------------------------------------ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint --------------- as Agent_________ Attorney, to transfer the within Right Certificate on the books of the within-named CorporationCompany, with full power of substitution. Dated: -------------____________, ---- -------------------------------- _____ --------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution which is a participant in a signature guarantee medallion program. ------------------------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights represented evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Shareholder Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights represented evidenced by this Right Certificate from any Person who is or was or subsequently became an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)Person. -------------------------------- --------------------------- Signature -5- Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------------- FORM OF ELECTION TO PURCHASE ---------------------------- (To be Tobe executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate.)