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(d)

If applicable, the aggregate number of shares of Stock sold pursuant to this Sales Plan shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitalization with respect to the Issuer that occurs during the Plan Sales Period. Seller shall promptly advise (or cause the Issuer to advise) Broker of any such event.

2.4.

Broker shall suspend sales of the Stock hereunder at any time when:

(a)

Broker, in its sole discretion, has determined that a market disruption, banking moratorium, trading suspension, outbreak or escalation of hostilities or other crisis or calamity has occurred that, in Broker’s judgment, make it impracticable for Broker to effect sales of the Stock;

(b)

Broker, in its sole discretion, has determined that it is prohibited from doing so by a legal, contractual or regulatory restriction applicable to it or its affiliates or to Seller or Seller’s affiliates;

(c)

Broker, in its sole discretion, has determined that to do so would materially impact the trading price for the Stock;

(d)

Broker has received notice from Seller of the occurrence of any event contemplated by Section 1.5(b) above; or

(e)

Broker has received notice from Seller to terminate the Sales Plan in accordance with Section 3.1(a) below.

2.5.    (a)

Seller agrees to deliver the Stock to be sold pursuant to this Sales Plan (the “Plan Shares”) into an account at a broker dealer introduced by Broker in the name of and for the benefit of Seller (the “Plan Account”) prior to the commencement of sales under this Sales Plan (or, in the case of Stock to be sold upon the exercise of stock options, to cause such Stock to be delivered into an account at Broker no later than settlement day after the date of sale of such Stock pursuant to this Sales Plan).

(b)

Broker shall withdraw Stock from the Plan Account as appropriate to effect sales of Stock under this Sales Plan.

(c)

To the extent that any Stock remains in the Plan Account after the end of the Plan Sales Period or upon termination of this Sales Plan, Broker agrees to return such Stock promptly to the Issuer's transfer agent for re-legending to the extent that such Stock would then be subject to transfer restrictions in the hands of Seller.

2.6.

Broker shall in no event effect any sale under this Sales Plan if the Stock to be sold is not in the Plan Account (or, in the case of Stock to be sold upon the exercise of stock options, if Seller has not made arrangements satisfactory to Broker for the delivery of such Stock into an account at Broker no later than settlement day after the date of sale of such Stock pursuant to this Sales Plan).

2.7.

Broker may sell Stock on any national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. Broker may (i) sell Stock on a “not held” basis and exercise price and time discretion over sales made pursuant to this Sales Plan and (ii) aggregate orders for Seller with orders for other sellers of the Issuer’s securities, execute sales as a block or in multiple smaller transactions, and allocate an average price to each seller.

3.1.

This Sales Plan shall terminate upon the earliest to occur of the following:

(a)

the Sales Plan End Date;

(b)

the completion of all sales contemplated by the Trading Formula;

(c)

Seller’s or Broker’s reasonable determination that (i) this Sales Plan does not comply with Rule 10b5-1 or other applicable securities laws or (ii) Seller has not complied with the terms of this Sales Plan, Rule 10b5-1 or other applicable securities laws;

(d)

the date on which Broker receives notice (i) of the dissolution of Seller, (ii) that the Issuer or any other person has publicly announced a tender or exchange offer with respect to the Stock or a merger, acquisition, reorganization, recapitalization or comparable transaction affecting the securities of the Issuer, as a result of which the Stock is to be exchanged or converted into shares of another company, or (iii) of the commencement or impending commencement of any proceedings in respect of or triggered by Seller's bankruptcy or insolvency; or

(e)

two days following the date that (i) Broker provides written notice of termination to Seller by email as set forth in Section 5.4 below or (ii) Seller provides written notice of termination to Broker by email as set forth in Section 5.4 below; provided that such notice from Seller shall be accompanied by written acknowledgement of the termination by the Issuer.

3.2.

This Sales Plan may be amended by Seller only (a) to the extent that such amendment does not change the amount, price or timing of the sale of the Stock and (b) upon the written consent of Broker and receipt by Broker of the following documents, each dated as of the date of such amendment:

(i)       a certificate signed by Seller certifying that the representations and warranties of Seller contained in this Sales Plan are true at and as of the date of such certificate as if made at and as of such date;

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(ii)

a seller representation letter completed and executed by Seller substantially in the form of Exhibit B hereto; and

(iii)

in the case of Stock to be sold upon the exercise of stock options, a representation letter regarding such stock options in the form of Exhibit C hereto.

4.1.

Seller agrees to indemnify and hold harmless Broker and its directors, officers, employees, agents and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim): (a) arising out of or attributable to actions taken or not taken by any of them under this Sales Plan, except in the case of any claims, losses, damages or liabilities resulting from Broker’s gross negligence or willful misconduct; (b) arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties); or (c) any violation by Seller of applicable laws or regulations. This indemnification will survive termination of this Sales Plan.

4.2.

Notwithstanding any other provision of this Sales Plan, neither Broker nor any of its directors, officers, employees, agents or affiliates shall be liable to Seller or any other person or entity: (a) as a result of actions taken or not taken by any of them under this Sales Plan, except in the case of a liability resulting from Broker’s gross negligence or willful misconduct; (b) for special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, including without limitation lost profits or lost savings, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (c) for any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond Broker’s reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God.”

5.1.

Proceeds from each sale of Stock effected under the Sales Plan will be delivered to Seller as such proceeds become available upon settlement at an account number provided to Broker in accordance with Section 5.4 below less any commission to be paid to Broker (“Commission”), provided that any Commission shall be not greater than the dollar amount set forth in Part II – Plan Information.

5.2.

Seller and Broker acknowledge and agree that this Sales Plan is a “securities contract,” as such term is defined in Section 741(7) of Title 11 of the United States Code (the “Bankruptcy Code”), entitled to all of the protections given such contracts under the Bankruptcy Code.

5.3.

This Sales Plan constitutes the entire agreement between the parties with respect to this Sales Plan and supersedes any prior agreements or understandings with regard to the Sales Plan. If requested, Seller shall execute a standard form account agreement with Broker, but in the event of conflict between any provision of such standard form account agreement and this Sales Plan, the provisions of this Sales Plan shall control.

5.4.     (a)

All notices to Broker under this Sales Plan shall be given to Broker’s Compliance Office in the manner specified by this Sales Plan via email at:

(b)

All notices to Seller under this Sales Plan shall be sent to Seller at the Seller Notice Address specified above.

(c)

All reports of sales by Broker on a given Sale Day shall be given to each of the individuals listed under Reports of Sales above.

(d)

All such notices and communications may be directed to such other or additional persons or such other addresses for any party or person as may be specified by like notice.

5.5.

This Sales Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

5.6.

If any provision of this Sales Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Sales Plan will continue and remain in full force and effect.

5.7.

This Sales Plan shall be governed by and construed in accordance with the internal laws of the State of New York and may be modified or amended only by a writing signed by the parties hereto.

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