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Independent Committee Charter

I. Purpose

The primary purposes of the Independent Committee (the "Committee") are to assist the Board in discharging its duties and responsibilities in respect of the review and approval of (i) any contracts or transactions between the Company and one or more of its directors, or between the Company and any other corporation, partnership, association, or other organization in which 1 or more of its directors are directors or officers or have a financial interest and (ii) any contracts or transactions involving the Company on the one hand and any 10% or more stockholder of the Company or any affiliate of such stockholder on the other hand. A director who has an interest in any contract or transaction with the Company as set forth in the preceding sentence subsection (i) shall be deemed an "interested director."

II. Organization

The Independent Committee shall consist of two or more directors, each of whom shall be "non-interested" directors, as set forth pursuant to §144 of the Delaware Corporations Code and the "Purpose" paragraph of this Charter. The Board of Directors shall elect the Committee members. The Board of Directors shall designate the Committee's chairperson or, if it does not do so, the Committee members shall elect a chairperson by vote of a majority of the full Committee. Committee members shall serve until their successors shall be duly elected and qualified.

III. Structure and Meetings

The chairperson of the Committee will, to the extent practicable, preside at each meeting of the Committee and, in consultation with the other members of the Committee, shall set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. The chairperson will ensure that the agenda for each meeting is circulated in advance of the meeting. The Committee will hold meetings as frequently as the need arises.

IV. Goals and Responsibilities

The Board of Directors delegates to the Independent Committee the following specific duties and responsibilities in addition to those in the preceding paragraphs: a. The Committee shall review and approve all material transactions between the Company or any of its subsidiaries, unless otherwise provided for by the Board, and any 10% or more stockholder of the Company and any of their subsidiaries or affiliates; b. The Committee shall review any consulting arrangement with any director or officer or of their affiliates; c. At least annually, the Committee shall review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval; and d. The Committee shall perform any other activities consistent with this Charter, the Company's By-laws and state governing law as the Committee or the Board deem appropriate.

V. Committee Resources

The Committee shall have the authority to obtain advice and seek assistance from internal and external legal, accounting and other advisors. The Committee shall determine the extent of funding necessary for the engagement of any outside legal counsel or other consultant, which the Committee may retain in the fulfillment of its duties and responsibilities to the Company and its stockholders. The hiring of any such legal, accounting or other consultant by the Committee shall be deemed conclusive evidence that the Committee deems such services necessary for the proper carrying out of its duties and responsibilities to the Company and its stockholders.