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ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT

The undersigned Holder of this Treasury Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash

Merger Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase

Contracts underlying the number of Treasury Units evidenced by this Treasury Units Certificate specified below. The option to effect

[Early Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Treasury Units

in multiples of 40 Treasury Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common

Stock or other securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] be registered in the name of, and

delivered, together with a check in payment for any fractional share and any Treasury Units Certificate representing any Treasury

Units evidenced hereby as to which [Early Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not

effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged

Treasury Securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the

transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned

will pay any transfer tax payable incident thereto.

Dated:

__________

Signature

SignatureGuarantee:

Number of Units evidenced hereby as to which [Early Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is

being elected:

If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i)

print such Person’s name and address and (ii) provide a guarantee of your signature:

REGISTERED HOLDER

Please print name and

address of Registered

Holder:

Name

Address

Social Security or other Taxpayer

Identification Number, if any

B-9



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