FORM LIMITED GUARANTEE

1.    Limited Guarantee . The Guarantor hereby irrevocably and unconditionally guarantees to the Guaranteed Party, as and to the extent provided in Section 2 below, the payment of [ ] ¹ % of Parent’s obligation with respect to the Parent Termination Fee and Parent’s obligations under Section 8.3(c) of the Merger Agreement (collectively, the “ Guaranteed Obligations ”) to the Guaranteed Party arising under, or in connection with, the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder, other than in connection with fraud in the inducement by the Guarantor in connection with Parent entering into the Merger Agreement or the Guarantor entering into this Limited Guarantee, shall not exceed $[___] ² (the “ Maximum Amount ”), it being understood that this Guarantee may not be enforced without giving effect to the Maximum Amount. Other than for fraud in the inducement by the Guarantor in connection with Parent entering into the Merger Agreement or the Guarantor entering into this Limited Guarantee, the Guaranteed Party hereby agrees that the Guarantor shall in no other event be required to pay to any Person more than the Maximum Amount under, or in respect of, or in connection with this Limited Guarantee and the Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with, this Limited Guarantee other than as expressly set forth herein.

2.    Terms of Limited Guarantee .

(a)    This Limited Guarantee is one of payment, not collection nor performance other than in respect of payment obligations of Parent under Section 8.3(c) of the Merger Agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions.

(b)    The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Law, be absolute and unconditional, irrespective of:

(i)    any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Parent, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting Parent or any of its assets;

(ii)    any amendment or modification of the Merger Agreement made in accordance with the terms thereof, or change in the manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of, renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to any departure from the terms of the Merger Agreement or the documents entered into in connection therewith, in each case, made in accordance with the terms thereof ;

(iii)    the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise; or

(iv)    any other act or omission that may or might in any manner or to any extent vary the risk of the Guarantor.

(c)    The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. The Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party.

(d)    The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice.

(e)    The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made.

3.    Sole Remedies . The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de   minimis amount and that no additional funds are expected to be contributed to Parent unless the Closing occurs. The Guaranteed Party further agrees that it has no right of recovery against the Guarantor, any former, current or future, direct or indirect director, officer, employee, agent or Affiliate of the Guarantor, any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise), any former, current or future assignee of the Guarantor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling Person, representative or assignee of any of the foregoing (each such Person, a “ Related Person ”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person, or otherwise, except for its rights against the Guarantor under this Limited Guarantee; provided , however , that in the event the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding (it being understood and agreed that the Guaranteed Party shall not be entitled to specific performance in respect of Parent’s obligations under the Merger Agreement other than the payment obligations under Section 8.3(c) thereof) or by virtue of any statue, regulation or other applicable Law, against such continuing or surviving entity or such Person (in either case, a “ Successor Entity ”), as the case may be, but only to the extent of the liability of the Guarantor hereunder. Recourse against the Guarantor under this Limited Guarantee shall be the sole and exclusive remedy of the Guaranteed Party and all of its Affiliates against the Guarantor and any Related Person (other than against Parent) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its Subsidiaries not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against the Guarantor or any Related Person (other than against Parent), except for claims of the Guaranteed Party against the Guarantor or a Successor Entity under this Limited Guarantee. No