CO-SALE AGREEMENT

3.2 removal of legend. the legend required by section 3.1 shall be removed upon termination of this agreement in accordance with the provisions of section 1.3.

4. general provisions.

4.1 notices. all notices hereunder (including the exercise notice) shall be in writing and shall be given by (i) certified or registered mail, return receipt requested; (ii) hand delivery; or (iii) nationally recognized overnight courier service; a notice shall be deemed to have been given (a) when delivered by hand; (b) three days after mailing, in the case of certified or registered mail; and (c) one business day after being forwarded to a nationally recognized overnight courier service for overnight delivery; in each case correctly addressed to such party at its address set forth below or such other address as such party may specify by notice to the other parties hereto:

(a) if to the company or ccc(sb), at _________(address); and

(b) if to bbb, at _________(address), attention: _________.

4.2 entire agreement. this agreement, together with all the exhibits hereto, constitutes and contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties respecting the subject matter hereof.

4.3 amendments and waivers. any terms of this agreement may be amended and the observance of any term of the agreement may be waived (either generally or in a particular) instance and either retroactively or prospectively), with the written consent of ccc(sb) and bbb. any amendment or waiver effected in accordance with this section shall be binding upon the company, ccc(sb), bbb and their respective permitted transferees and assignees.

4.4 governing law. this agreement shall be governed by and construed exclusively in accordance with the internal laws of the state of _________(placename) as applied to agreements among _________(placename) residents entered into and to be performed entirely within _________(placename), excluding that body of law relating to conflict of laws and choice of law.

4.5 severability. if one or more provisions of this agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this agreement and the balance of this agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.