Common use of Notice and Questionnaire Clause in Contracts

Notice and Questionnaire. At the request of the Company, each Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and Questionnaire”) to the Company (i) notifying the Company of such Holder’s desire to include Registrable Securities held by it in a Resale Shelf Registration Statement, (ii) containing all information about such Holder required to be included in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in such Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration Statement.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4 hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered and related Prospectus agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten at least five (105) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) five (5) Business Days after such time date or (y) five (5) Business Days after the expiration of effectiveness shall be any Deferral Period in effect when the Notice and Questionnaire is delivered or put into effect within five (5) Business Days of such delivery date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once Statement, use all reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Amendment Effectiveness Deadline Date") that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a quarter Deferral Period (as necessary to name as selling securityholders therein any Holders that provide to defined in Section 3(b)), the Company a duly completed and executed shall so inform the Holder delivering such Notice and Questionnaire and shall use commercially reasonable efforts take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to cause the contrary, (i) the Company shall be under no obligation to name any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire to the Company in accordance with this Section 2(d) and (ii) the Amendment Effectiveness Deadline Date shall not be entitled extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Deferral Period shall be named as a Selling Holder in, or have in effect on the Registrable Securities held by it covered by, a Resale Shelf Registration StatementAmendment Effectiveness Deadline Date.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4A hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement and related Prospectus when the Initial Shelf Registration Statement first becomes effective, each Holder that has delivered effective agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or at least five (5) Business Days prior to the date that the Initial Shelf Registration Statement is declared effective under the Securities Act. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a fully completed and legible Notice and Questionnaire, together with such other information as the Company may reasonably request, is received by the Company, and in any event within the later of (x) twenty (20) days after such date or (y) ten (10) Business Days prior after the expiration of any Deferral Period in effect when the Notice and Questionnaire and such other information is received by the Company: (i) if required by applicable law, file with the SEC a post-effective amendment to the Initial Shelf Registration Statement or a Subsequent Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such time of effectiveness shall be Notice and Questionnaire is named as a selling securityholder in such Resale the Initial Shelf Registration Statement or a Subsequent Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities (subject to the rights of the Company under Section 3(b) to create a Deferral Period) in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Initial Shelf Registration Statement not less than once or a quarter Subsequent Shelf Registration Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as necessary promptly as practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is required by this clause to name be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as selling securityholders therein promptly as practicable after the effectiveness under the Securities Act of any Holders post-effective amendment filed pursuant to Section 2(d)(i); provided that provide to if such Notice and Questionnaire is delivered during a Deferral Period, the Company a duly completed and executed shall so inform the Holder delivering such Notice and Questionnaire and shall use commercially reasonable efforts take the actions set forth in clauses (i), (ii) and (iii) above within five (5) Business Days of the expiration of the Deferral Period. Notwithstanding anything contained herein to cause the contrary, (i) the Company shall be under no obligation to name any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed fully complete and executed legible Notice and Questionnaire to the Company, together with such other information as the Company may reasonably request, in accordance with this Section 2(d) and (ii) the Amendment Effectiveness Deadline Date shall not be entitled extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Deferral Period shall be named as a Selling Holder in, or have in effect on the Registrable Securities held by it covered by, a Resale Shelf Registration StatementAmendment Effectiveness Deadline Date.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4A hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered and related Prospectus agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or at least five (5) Business Days prior to the date that the Initial Shelf Registration Statement is declared effective under the Securities Act. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a fully completed and legible Notice and Questionnaire, together with such other information as the Company may reasonably request, is received by the Company, and in any event upon the later of (x) twenty (20) days after such date, if a supplement to the related Prospectus is required to be filed, (y) forty-five (45) days after such date, if a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement is required to be filed or (z) ten (10) Business Days prior after the expiration of any Deferral Period in effect when the Notice and Questionnaire is received by the Company: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or a Subsequent Shelf Registration or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such time of effectiveness shall be Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities (subject to the rights of the Company under Section 3(b) to create a Deferral Period) in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a quarter as necessary to name as selling securityholders therein any Holders that provide to Deferral Period, the Company a duly completed and executed shall so inform the Holder delivering such Notice and Questionnaire and shall use commercially reasonable efforts take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to cause the contrary, (i) the Company shall be under no obligation to name any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly fully completed and executed legible Notice and Questionnaire Questionnaire, together with such other information as the Company may reasonably request, to the Company in accordance with this Section 2(d) and (ii) the Amendment Effectiveness Deadline Date shall not be entitled extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Deferral Period shall be named as a Selling Holder in, or have in effect on the Registrable Securities held by it covered by, a Resale Shelf Registration StatementAmendment Effectiveness Deadline Date.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4 hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered and related Prospectus agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten at least five (105) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon five (5) Business Days after such time of effectiveness shall be date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Amendment Effectiveness Deadline Date") that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; provided, however, that such period shall be tolled for so long as information provided by or requested to be provided by any such Holder is reasonably likely to prevent the effectiveness of any such post-effective amendment or supplement; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to such Resale Shelf Registration Statement filed for such purpose Section 2(d)(i). Notwithstanding anything contained herein to the contrary, the Company shall be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any under no obligation to name any Holder that has not delivered a duly completed and executed complete Notice and Questionnaire shall not be entitled in accordance with this Section 2(d) and such other information to be named the Company as a Selling Holder in, or have the Registrable Securities held required by it covered by, a Resale Shelf Registration StatementSection 4(r) hereof.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4 hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered and related Prospectus agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten at least three (103) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) five (5) Business Days after such time date or (y) five (5) Business Days after the expiration of effectiveness shall be any Deferral Period (as defined in Section 3b) in effect when the Notice and Questionnaire is delivered or put into effect within five (5) Business Days of such delivery date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once Statement, use all reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a quarter as necessary to name as selling securityholders therein any Holders that provide to Deferral Period, the Company a duly completed and executed shall so inform the Holder delivering such Notice and Questionnaire and shall use commercially reasonable efforts take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to cause the contrary, (i) the Company shall be under no obligation to name any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire to the Company in accordance with this Section 2(d) and (ii) the Amendment Effectiveness Deadline Date shall not be entitled extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Deferral Period shall be named as a Selling Holder in, or have in effect on the Registrable Securities held by it covered by, a Resale Shelf Registration StatementAmendment Effectiveness Deadline Date.

Notice and Questionnaire. At The undersigned beneficial holder of Series A Convertible Preferred Stock (the request of the Company, each Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and QuestionnaireSeries A Shares”) to of Harbinger Group Inc. (the “Company”) and/or common stock, par value $0.01 per share, of the Company (iincluding common stock issuable upon the conversion of the Series A Shares) notifying which are Registrable Securities understands that the Company intends to file or has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of such Holder’s desire to include the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the registration rights agreement (the “Registration Rights Agreement”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement. Each beneficial holder of Registrable Securities held by it in (each a Resale “beneficial owner”) is entitled to the benefits of the Registration Rights Agreement. In order to sell, or otherwise dispose of, any Registrable Securities pursuant to the Shelf Registration Statement, (ii) containing all information about such Holder a beneficial owner of Registrable Securities generally will be required to be included in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such Resale beneficial owner (including certain indemnification provisions as described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling securityholders in the prospectus and, therefore, will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities legal counsel regarding the consequences of being named or not being named as a selling securityholder in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to and the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration Statementrelated prospectus.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4 hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered and related Prospectus agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten at least three (103) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company and the Guarantors shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) five (5) Business Days after such time date or (y) five (5) Business Days after the expiration of effectiveness shall be any Deferral Period in effect when the Notice and Questionnaire is delivered or put into effect within five (5) Business Days of such delivery date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities in accordance with applicable law. If required by applicable lawlaw and, subject if the Company and the Guarantors shall file a post-effective amendment to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, use all reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period (as defined in Section 3(b)), the Company shall file a supplement to so inform the Holder delivering such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to cause the contrary, (i) the Company shall be under no obligation to name any post-effective amendment to such Resale Holder as a selling security holder in a Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire to the Company in accordance with this Section 2(d) and (ii) the Amendment Effectiveness Deadline Date shall not be entitled extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Deferral Period shall be named as a Selling Holder in, or have in effect on the Registrable Securities held by it covered by, a Resale Shelf Registration StatementAmendment Effectiveness Deadline Date.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4A hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement and related Prospectus when the Initial Shelf Registration Statement first becomes effective, each Holder that has delivered effective agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or at least five (5) Business Days prior to the date that the Initial Shelf Registration is declared effective under the Securities Act. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a fully completed and legible Notice and Questionnaire, together with such other information as the Company may reasonably request, is received by the Company, and in any event upon the later of (x) forty-five (45) days after such date or (y) ten (10) Business Days prior after the expiration of any Deferral Period in effect when the Notice and Questionnaire is received by the Company: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or a Subsequent Shelf Registration or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such time of effectiveness shall be Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities (subject to the rights of the Company under Section 3(b) to create a Deferral Period) in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as reasonably practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a quarter as necessary to name as selling securityholders therein any Holders that provide to Deferral Period, the Company a duly completed and executed shall so inform the Holder delivering such Notice and Questionnaire and shall use commercially reasonable efforts take the actions set forth in clauses (i) and (ii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to cause the contrary, (i) the Company shall be under no obligation to name any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed fully complete and executed legible Notice and Questionnaire to the Company, together with such other information as the Company may reasonably request, in accordance with this Section 2(d) and (ii) the Amendment Effectiveness Deadline Date shall not be entitled extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Deferral Period shall be named as a Selling Holder in, or have in effect on the Registrable Securities held by it covered by, a Resale Shelf Registration StatementAmendment Effectiveness Deadline Date.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4A hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered and related Prospectus agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or at least five (5) Business Days prior to the date that the Initial Shelf Registration Statement is declared effective under the Securities Act. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a fully completed and legible Notice and Questionnaire, together with such other information as the Company may reasonably request, is received by the Company, and in any event upon the later of (x) twenty (20) days after such date, if a supplement to the related Prospectus is required to be filed, (y) forty-five (45) days after such date, if a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement is required to be filed or (z) ten (10) Business Days prior after the expiration of any Deferral Period in effect when the Notice and Questionnaire is received by the Company: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or a Subsequent Shelf Registration or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such time of effectiveness shall be Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities (subject to the rights of the Company under Section 3(b) to create a Deferral Period) in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as practicable, but in any event by the date (the "Amendment Effectiveness Deadline Date") that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a quarter as necessary to name as selling securityholders therein any Holders that provide to Deferral Period, the Company a duly completed and executed shall so inform the Holder delivering such Notice and Questionnaire and shall use commercially reasonable efforts take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to cause the contrary, (i) the Company shall be under no obligation to name any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly fully completed and executed legible Notice and Questionnaire Questionnaire, together with such other information as the Company may reasonably request, to the Company in accordance with this Section 2(d) and (ii) the Amendment Effectiveness Deadline Date shall not be entitled extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Deferral Period shall be named as a Selling Holder in, or have in effect on the Registrable Securities held by it covered by, a Resale Shelf Registration StatementAmendment Effectiveness Deadline Date.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4 hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered and related Prospectus agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten at least three (103) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement becomes or is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) five (5) Business Days after such time date or (y) five (5) Business Days after the expiration of effectiveness shall be any Deferral Period (as defined in Section 3b) in effect when the Notice and Questionnaire is delivered or put into effect within five (5) Business Days of such delivery date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement and the Shelf Registration Statement is not less than once a quarter WKSI Shelf Registration Statement, use all reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as necessary promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is required by this clause to name be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as selling securityholders therein promptly as practicable after the effectiveness under the Securities Act of any Holders post-effective amendment filed pursuant to Section 2(d)(i); provided that provide to if such Notice and Questionnaire is delivered during a Deferral Period, the Company a duly completed and executed shall so inform the Holder delivering such Notice and Questionnaire and shall use commercially reasonable efforts take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to cause the contrary, (i) the Company shall be under no obligation to name any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire to the Company in accordance with this Section 2(d) and (ii) the Amendment Effectiveness Deadline Date shall not be entitled extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Deferral Period shall be named as a Selling Holder in, or have in effect on the Registrable Securities held by it covered by, a Resale Shelf Registration StatementAmendment Effectiveness Deadline Date.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4 hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered and related Prospectus agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or prior to the date at least ten (10) Business Days prior to the effectiveness of the Initial Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) ten (10) Business Days after such time date or (y) ten (10) Business Days after the expiration of effectiveness shall be any Deferral Period in effect when the Notice and Questionnaire is delivered: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once Statement, use all reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is sixty (60) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a quarter Deferral Period (as necessary to name as selling securityholders therein any Holders that provide to defined in Section 3(b)), the Company a duly completed and executed shall so inform the Holder delivering such Notice and Questionnaire and shall use commercially reasonable efforts take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to cause the contrary, (i) the Company shall be under no obligation to name any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire to the Company in accordance with this Section 2(d) and (ii) the Amendment Effectiveness Deadline Date shall not be entitled extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Deferral Period shall be named as a Selling Holder in, or have in effect on the Registrable Securities held by it covered by, a Resale Shelf Registration StatementAmendment Effectiveness Deadline Date.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d). Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered and related Prospectus agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten at least five (105) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) five (5) Business Days after such time date or (y) five (5) Business Days after the expiration of effectiveness shall be any Deferral Period in effect when the Notice and Questionnaire is delivered: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as practicable, but in any event by the date (the "Amendment Effectiveness Deadline Date") that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); providedthat if such Resale Shelf Registration Statement filed for Notice and Questionnaire is delivered during a Deferral Period (as defined in Section 3(b)), the Company shall so inform the Holder delivering such purpose Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to be declared effective by the Commission as promptly as reasonably practicable after contrary, (i) the filing thereof. Any Company shall he under no obligation to name any Holder that has not delivered a duly completed and executed Notice and Questionnaire to the Company in accordance with this Section 2(d) and (ii) the Amendment Effectiveness Deadline Date shall not he extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Deferral Period shall be entitled to be named as a Selling Holder in, or have in effect on the Registrable Securities held by it covered by, a Resale Shelf Registration StatementAmendment Effectiveness Deadline Date.

Notice and Questionnaire. At Not less than 30 calendar days prior to the request effectiveness of the Company, each Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and Questionnaire”) to the Company (i) notifying the Company of such Holder’s desire to include Registrable Securities held by it in a Resale Shelf Registration Statement, (ii) containing all information about the Company shall mail the Notice and Questionnaire to the Holders of Registrable Securities. Each Holder agrees that if such Holder required wishes to be included in such registration statement sell Registrable Securities pursuant to a Shelf Registration Statement and the related Prospectus, it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4 hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered and related Prospectus agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) at least three Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. The Company shall take action to name each Selling Holder as of the date that is 10 calendar days prior to the effectiveness of the Shelf Registration Statement so that such time of effectiveness shall be Selling Holder is named as a selling securityholder in the Shelf Registration Statement at the time of its effectiveness and is permitted to deliver the Prospectus forming a part thereof as of such Resale time to purchasers of such Holder's Registrable Securities in accordance with applicable law. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a completed Notice and Questionnaire is delivered by a Selling Holder, and in any event upon the later of (x) five Business Days after such date or (y) five Business Days after the expiration of any Deferral Period (as defined in Section 3(b)) (A) in effect when the Notice and Questionnaire is delivered, or (B) put into effect within five Business Days of such delivery date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once Statement, use all reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Amendment Effectiveness Deadline Date") that is 45 days ------------------------------------- after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a quarter as necessary to name as selling securityholders therein any Holders that provide to Deferral Period, the Company a duly completed and executed shall so inform the Holder delivering such Notice and Questionnaire and shall use commercially reasonable efforts take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to cause the contrary, the Company shall be under no obligation to name any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration StatementCompany in accordance with this Section 2(d).

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4 hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered and related Prospectus agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or at least five (5) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire in all material respects, together with such other information as the Company may reasonably request, is received by the Company, is delivered, and in any event upon the later of (x) twenty (20) Business Days after such date or (y) ten (10) Business Days prior after the expiration of any Deferral Period (as defined in Section 3(b)) in effect when the Notice and Questionnaire is received by the Company: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such time of effectiveness shall be Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities (subject to the rights of the Company under Section 3(b) to create a Deferral Period) in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once Statement, use all reasonable best efforts to cause such post-effective amendment, if any, to be declared effective under the Securities Act within thirty (30) days after the date such post-effective amendment is required by this clause to be filed (the “Amendment Effectiveness Deadline Date”); (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a quarter as necessary to name as selling securityholders therein any Holders that provide to Deferral Period, the Company a duly completed and executed shall so inform the Holder delivering such Notice and Questionnaire and shall use commercially reasonable efforts take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to cause the contrary, (i) the Company shall be under no obligation to name any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire to the Company, together with such other information as the Company may reasonably request, in accordance with this Section 2(d) and (ii) the Amendment Effectiveness Deadline Date shall not be entitled extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Additional Interest during such extension) if such Deferral Period shall be named as a Selling Holder in, or have in effect on the Registrable Securities held by it covered by, a Resale Shelf Registration StatementAmendment Effectiveness Deadline Date.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4 hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered and related Prospectus agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten at least five (105) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon five (5) Business Days after such time of effectiveness shall be date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post- effective amendment is required by this clause to be filed; provided, however, that such period shall be tolled for so long as information provided by or requested to be provided by any such Holder is reasonably likely to prevent the effectiveness of any such post-effective amendment or supplement; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to such Resale Shelf Registration Statement filed for such purpose Section 2(d)(i). Notwithstanding anything contained herein to the contrary, the Company shall be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any under no obligation to name any Holder that has not delivered a duly completed and executed complete Notice and Questionnaire shall not be entitled in accordance with this Section 2(d) and such other information to be named the Company as a Selling Holder in, or have the Registrable Securities held required by it covered by, a Resale Shelf Registration StatementSection 4(r) hereof.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4A hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement and related Prospectus when the Initial Shelf Registration Statement first becomes effective, each Holder that has delivered effective agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or at least five (5) Business Days prior to the date that the Initial Shelf Registration is declared effective under the Securities Act. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a fully completed and legible Notice and Questionnaire, together with such other information as the Company may reasonably request, is received by the Company, and in any event upon the later of (x) twenty (20) days after such date or (y) ten (10) Business Days prior after the expiration of any Deferral Period in effect when the Notice and Questionnaire is received by the Company: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or a Subsequent Shelf Registration or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such time of effectiveness shall be Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities (subject to the rights of the Company under Section 3(b) to create a Deferral Period) in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a quarter as necessary to name as selling securityholders therein any Holders that provide to Deferral Period, the Company a duly completed and executed shall so inform the Holder delivering such Notice and Questionnaire and shall use commercially reasonable efforts take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to cause the contrary, (i) the Company shall be under no obligation to name any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed fully complete and executed legible Notice and Questionnaire to the Company, together with such other information as the Company may reasonably request, in accordance with this Section 2(d) and (ii) the Amendment Effectiveness Deadline Date shall not be entitled extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Deferral Period shall be named as a Selling Holder in, or have in effect on the Registrable Securities held by it covered by, a Resale Shelf Registration StatementAmendment Effectiveness Deadline Date.

Notice and Questionnaire. At The undersigned beneficial holder of 7.5% Convertible Senior Notes due 2020 (including such notes paid as paid-in-kind interest, the request of the Company, each Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and QuestionnaireNotes”) to of Accuride Corporation (the “Company”) and/or common stock, par value $0.01 per share, of the Company (iincluding common stock issuable upon the conversion of the Notes) notifying which are Registrable Securities understands that the Company intends to file or has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Resale Shelf Registration Statement”) for the registration and resale under Rule 415 of such Holder’s desire to include the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the registration rights agreement (the “Registration Rights Agreement”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement. Each beneficial holder of Registrable Securities held by it in (each a “beneficial owner”) is entitled to the benefits of the Registration Rights Agreement. In order to sell, or otherwise dispose of, any Registrable Securities pursuant to the Resale Shelf Registration Statement, (ii) containing all information about such Holder a beneficial owner of Registrable Securities generally will be required to be included in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions as described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling securityholders in the prospectus and, therefore, will not be permitted to sell any Registrable Securities pursuant to the Resale Shelf Registration Statement. Certain legal consequences arise from being named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to and the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration Statementrelated prospectus.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4A hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered and related Prospectus agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or at least two (2) Business Days prior to the date that the Initial Shelf Registration Statement is declared effective under the Securities Act. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) ten (10) days after such date, if a supplement to the related Prospectus may be filed, (y) forty-five (45) days after such date, if a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement is required to be filed, provided, that in no event shall the Company be required to file a post-effective amendment to the Shelf Registration Statement for the purpose of naming Holders as selling securityholders more frequently than once per fiscal quarter, or (z) ten (10) Business Days prior after the expiration of any Deferral Period in effect when the Notice and Questionnaire is delivered: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if permitted by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such time of effectiveness shall be Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities (subject to the rights of the Company under Section 3(b) to create a Deferral Period) in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a quarter as necessary to name as selling securityholders therein any Holders that provide to Deferral Period, the Company a duly completed and executed shall so inform the Holder delivering such Notice and Questionnaire and shall use commercially reasonable efforts take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to cause the contrary, (i) the Company shall be under no obligation to name any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration StatementCompany in accordance with this Section 2(d).

Notice and Questionnaire. At The undersigned beneficial holder of shares (the request “Shares”) of common stock, par value $0.001 per share, of WaferGen Bio-systems, Inc. (the “Company”) (including common stock issuable upon the exercise of warrants) which are Registrable Securities understands that the Company intends to file or has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the CompanySecurities Act of 1933, each Holder as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the registration rights agreement (the “Registration Rights Agreement”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall deliver a duly completed and executed written notice have the meaning ascribed thereto in the Registration Rights Agreement. Each beneficial holder of Registrable Securities (each such notice, a “Notice and Questionnairebeneficial owner”) is entitled to the Company (i) notifying benefits of the Company of such Holder’s desire Registration Rights Agreement. In order to include sell, or otherwise dispose of, any Registrable Securities held by it in a Resale pursuant to the Shelf Registration Statement, (ii) containing all information about such Holder a beneficial owner of Registrable Securities generally will be required to be included in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such Resale beneficial owner (including certain indemnification provisions as described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling securityholders in the prospectus and, therefore, will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities legal counsel regarding the consequences of being named or not being named as a selling securityholder in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to and the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration Statementrelated prospectus.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4 hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered and related Prospectus agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten at least five (105) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) five (5) Business Days after such time date or (y) five (5) Business Days after the expiration of effectiveness shall be any Deferral Period in effect when the Notice and Questionnaire is delivered: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities (subject to the rights of the Company under Section 3(b) to create a Deferral Period) in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once Statement, use all reasonable efforts to cause such post-effective amendment, if any, to be declared effective under the Securities Act as promptly as is reasonably practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a quarter Deferral Period (as necessary to name as selling securityholders therein any Holders that provide to defined in Section 3(b)), the Company a duly completed and executed shall so inform the Holder delivering such Notice and Questionnaire and shall use commercially reasonable efforts take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to cause the contrary, (i) the Company shall be under no obligation to name any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire to the Company in accordance with this Section 2(d) and (ii) the Amendment Effectiveness Deadline Date shall not be entitled extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Deferral Period shall be named as a Selling Holder in, or have in effect on the Registrable Securities held by it covered by, a Resale Shelf Registration StatementAmendment Effectiveness Deadline Date.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4 hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered and related Prospectus agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten at least five (105) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon five (5) Business Days after such time of effectiveness shall be date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; provided, however, that such period shall be tolled for so long as information provided by or requested to be provided by any such Holder is reasonably likely to prevent the effectiveness of any such post-effective amendment or supplement; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to such Resale Shelf Registration Statement filed for such purpose Section 2(d)(i). Notwithstanding anything contained herein to the contrary, the Company shall be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any under no obligation to name any Holder that has not delivered a duly completed and executed complete Notice and Questionnaire shall not be entitled in accordance with this Section 2(d) and such other information to be named the Company as a Selling Holder in, or have the Registrable Securities held required by it covered by, a Resale Shelf Registration StatementSection 4(r) hereof.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 3 hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered and related Prospectus agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten at least five (105) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon five (5) Business Days after such time of effectiveness shall be date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; provided, however, that such period shall be tolled for so long as information provided by or requested to be provided by any such Holder is reasonably likely to prevent the effectiveness of any such post-effective amendment or supplement; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to such Resale Shelf Registration Statement filed for such purpose Section 2(d)(i). Notwithstanding anything contained herein to the contrary, the Company shall be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any under no obligation to name any Holder that has not delivered a duly completed and executed complete Notice and Questionnaire shall not be entitled in accordance with this Section 2(d) and such other information to be named the Company as a Selling Holder in, or have the Registrable Securities held required by it covered by, a Resale Shelf Registration StatementSection 4(p) hereof.

Notice and Questionnaire. At The undersigned beneficial holder of Convertible Preferred Shares (the request of the Company, each Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and QuestionnaireConvertible Preferred Shares”) to of Xxxxxxx Xxxx Homes (the “Company”) and/or Class C Common Stock, par value $0.01 per share, of the Company (ithe “Class C Shares”) notifying (including any Class C Shares or Class A Common Stock, par value $0.01 per share, of the Company (the “Class A Shares”) issuable upon the conversion of such Holder’s desire to include the Convertible Preferred Shares) which are Registrable Securities held by it understands that the Company intends to file or has filed with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the registration rights agreement (the “Registration Rights Agreement”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement. Each beneficial holder of Registrable Securities (each a Resale “beneficial owner”) is entitled to the benefits of the Registration Rights Agreement. In order to sell, or otherwise dispose of, any Registrable Securities pursuant to the Shelf Registration Statement, (ii) containing all information about such Holder a beneficial owner of Registrable Securities generally will be required to be included in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such Resale beneficial owner (including certain indemnification provisions as described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling securityholders in the prospectus and, therefore, will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities legal counsel regarding the consequences of being named or not being named as a selling securityholder in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to and the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration Statementrelated prospectus.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4A hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement and related Prospectus when the Initial Shelf Registration Statement first becomes effective, each Holder that has delivered effective agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or prior to the date at least ten (10) Business Days prior to the date that the Initial Shelf Registration is declared effective under the Securities Act. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as reasonably practicable after the date a fully completed and legible Notice and Questionnaire, together with such time other information as the Company may reasonably request, is received by the Company, and in any event upon the later of effectiveness shall be (x) forty-five (45) days after such date or (y) ten (10) Business Days after the expiration of any Deferral Period in effect when the Notice and Questionnaire is received by the Company: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or a Subsequent Shelf Registration or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities (subject to the rights of the Company under Section 3(b) to create a Deferral Period) in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale the Shelf Registration Statement filed for Statement, use its best efforts to cause such purpose post-effective amendment to be declared effective under the Securities Act as promptly as reasonably practicable, but in any event by the Commission date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as reasonably practicable after the filing thereofeffectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Any Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that has not delivered a duly completed fully complete and executed legible Notice and Questionnaire to the Company, together with such other information as the Company may reasonably request, in accordance with this Section 2(d), (ii) the Amendment Effectiveness Deadline Date shall not be entitled extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Deferral Period shall be in effect on the Amendment Effectiveness Deadline Date and (iii) the Company shall be under no obligation to name any Holder that delivers a Notice and Questionnaire after the Company has previously received Notices and Questionnaires from Holders representing the full aggregate principal amount of Notes outstanding and has named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration Statementsuch Holders.

Notice and Questionnaire. At The Company shall mail the request of the Company, each Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and Questionnaire”) to the Company (i) notifying the Company of such Holder’s desire to include Registrable Securities held by it in a Resale Shelf Registration Statement, (ii) containing all information about such Holder required to be included in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to Holders no later than the date ten (10) Business Days prior of initial filing of the Mandatory Shelf Registration Statement with the Commission. No Holder shall be entitled to such time of effectiveness shall be named as a selling securityholder in such Resale the Mandatory Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale initial effective date of the Mandatory Shelf Registration Statement, and no Holder may use the Prospectus forming a part thereof for resales of Registrable Shares at any time, unless such Holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response set forth therein; provided, however, Holders shall have at least twenty (20) days from the date on which the Notice and Questionnaire is first mailed to such Holders to return a completed and signed Notice and Questionnaire to the Company. Notwithstanding the foregoing, (x) upon the request of any Holder that did not return a Notice and Questionnaire on a timely basis or did not receive a Notice and Questionnaire because it was a subsequent transferee of Registrable Shares after the Company mailed the Notice and Questionnaire, the Company shall file distribute a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire to such Holders at the address set forth in the request and (y) upon receipt of a properly completed Notice and Questionnaire from such Holder, the Company shall use its commercially reasonable efforts to cause any name such Holder as a selling securityholder in the Mandatory Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective or, if permitted by the Commission as promptly as reasonably practicable after Commission, by means of a Prospectus supplement to the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Mandatory Shelf Registration Statement; provided, however, that the Company will have no obligation to add Holders to the Shelf Mandatory Registration Statement as selling securityholders more frequently than one time per every thirty (30) calendar days.

Notice and Questionnaire. At The undersigned beneficial holder of common stock of Skyview Holdings Corp. (or such other name as such company shall thereafter be known by ("PUBLIC COMPANY") understands that PUBLIC COMPANY has filed or intends to file with the request Securities and Exchange Commission (the "SEC") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), for the registration and resale of the Companystockholder’s securities in accordance with the terms of the Share Exchange Agreement, each Holder shall dated as of November 29, 2010 (the "Agreement"), by and among PUBLIC COMPANY and certain of its shareholders and others. In order to sell or otherwise dispose of any of the Selling Stockholder’s securities pursuant to the Registration Statement required to be filed pursuant to the terms of the Agreement, a Selling Stockholder generally will be required to be named as a selling security holder in the related prospectus, deliver a duly completed prospectus to purchasers of its securities, and executed written notice be bound by the Agreement. Beneficial owners that do not complete this Notice and Questionnaire and deliver it to PUBLIC COMPANY as provided below will not be named as selling security holders in the prospectus and therefore will not be permitted to sell their securities pursuant to the Registration Statement. Certain legal consequences may arise from being named as selling security holders in the Registration Statement and the related prospectus. Accordingly, Selling Stockholders are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling security holder in the Registration Statement. The undersigned beneficial owner (each such noticethe "Selling Stockholder") of PUBLIC COMPANY Securities hereby requests that PUBLIC COMPANY include in the Registration Statement the Selling Stockholder’s securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the Registration Statement. The undersigned Selling Stockholder, a “by signing and returning this Notice and Questionnaire”) to the Company (i) notifying the Company of such Holder’s desire to include Registrable Securities held by , understands that it in a Resale Shelf Registration Statement, (ii) containing all information about such Holder required to be included in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to will be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in such Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed this Notice and Questionnaire and shall use commercially reasonable efforts the Share Exchange Agreement. The undersigned Selling Stockholder hereby provides the following information to cause any post-effective amendment to PUBLIC COMPANY and represents and warrants that such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed information is accurate and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration Statement.complete: Questionnaire

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 3 hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered and related Prospectus agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten at least five (105) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon five (5) Business Days after such time of effectiveness shall be date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Amendment Effectiveness Deadline Date") that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; provided, however, that such period shall be tolled for so long as information provided by or requested to be provided by any such Holder is reasonably likely to prevent the effectiveness of any such post-effective amendment or supplement; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to such Resale Shelf Registration Statement filed for such purpose Section 2(d)(i). Notwithstanding anything contained herein to the contrary, the Company shall be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any under no obligation to name any Holder that has not delivered a duly completed and executed complete Notice and Questionnaire shall not be entitled in accordance with this Section 2(d) and such other information to be named the Company as a Selling Holder in, or have the Registrable Securities held required by it covered by, a Resale Shelf Registration StatementSection 4(p) hereof.

Notice and Questionnaire. At The Company shall distribute the request Notice and Questionnaire (i) to all of the Company, each Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and Questionnaire”) Holders not less than 45 calendar days prior to the time the Company (ior any Guarantor) notifying the Company of such Holder’s desire in good faith intends to include Registrable Securities held by it in a Resale Shelf have any Registration StatementStatement declared Effective, and (ii) containing all information about such to any particular Holder required to be included promptly following request therefor. The Company shall (and shall cause each Guarantor to) name as a “selling securityholder” in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf initial Registration Statement becomes effective, and any subsequent Registration Statement each Holder that has delivered completes, executes and delivers a duly completed and executed Notice and Questionnaire to the Company on or within a reasonable time prior to the date ten as of which any such Registration Statement is declared Effective (10) it being understood that delivery of a completed and signed Notice and Questionnaire at least two Business Days prior to such time of effectiveness the Effective Date shall be considered reasonable prior time) so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder is permitted to deliver such prospectus the Prospectus to purchasers of such Holder’s Registrable Securities in accordance with applicable law. If required by applicable lawThereafter, subject to if the terms Company shall receive a completed and conditions hereof, after effectiveness of signed Notice and Questionnaire from any Holder who is not already named as a selling securityholder in the Resale Shelf initial Registration Statement or any subsequent Registration Statement, the Company shall (and shall cause each Guarantor to), as soon as reasonably practicable, prepare and file with the Commission (A) a supplement to such prospectus or the Prospectus or, if required by applicable law, a post-effective amendment to such Registration Statement, and any other document required by applicable law, so that the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Registration Statement and shall is permitted to deliver the Prospectus to purchasers of such Holder’s Registrable Securities in accordance with applicable law, and (B) use its commercially reasonable best efforts to cause any post-effective amendment to or such Resale Shelf additional Registration Statement filed for such purpose to be declared effective by become Effective under the Commission Securities Act as promptly as reasonably practicable after is practicable. Except as provided by the filing thereof. Any foregoing, neither the Company nor any Guarantor shall be required to take any action to name any Holder that as a selling securityholder in any Registration Statement or to enable any Holder to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder has not delivered returned a duly completed and executed signed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration StatementCompany.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4 hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered and related Prospectus agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten at least three (103) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) five (5) Business Days after such time date or (y) five (5) Business Days after the expiration of effectiveness shall be any Deferral Period in effect when the Notice and Questionnaire is delivered or put into effect within five (5) Business Days of such delivery date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once Statement, use all reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a quarter Deferral Period (as necessary to name as selling securityholders therein any Holders that provide to defined in Section 3(b)), the Company a duly completed and executed shall so inform the Holder delivering such Notice and Questionnaire and shall use commercially reasonable efforts take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to cause the contrary, (i) the Company shall be under no obligation to name any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire to the Company in accordance with this Section 2(d) and (ii) the Amendment Effectiveness Deadline Date shall not be entitled extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Deferral Period shall be named as a Selling Holder in, or have in effect on the Registrable Securities held by it covered by, a Resale Shelf Registration StatementAmendment Effectiveness Deadline Date.

Notice and Questionnaire. At the request of the Company, each Each Holder shall deliver a duly completed and executed written notice (each agrees that if such notice, a “Notice and Questionnaire”) Holder wishes to the Company (i) notifying the Company of such Holder’s desire to include sell Registrable Securities held by it in pursuant to a Resale Shelf Registration StatementStatement and related Prospectus, (ii) containing all information about such Holder required to be included in such registration statement it will do so only in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the this Section 2(d) and Section 4(a) hereof. Each Holder wishing to sell Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof. At the time a Resale Shelf Registration Statement and related Prospectus when the Initial Shelf Registration Statement first becomes effective, each Holder that has delivered effective agrees to deliver a duly completed and executed Notice and Questionnaire to the Company on or at least five (5) Business Days prior to the date that the Initial Shelf Registration is declared effective under the Securities Act. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a fully completed and legible Notice and Questionnaire, together with such other information as the Company may reasonably request, is received by the Company, and in any event upon the later of (x) twenty (20) days after such date or (y) ten (10) Business Days prior after the expiration of any Deferral Period in effect when the Notice and Questionnaire is received by the Company: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or a Subsequent Shelf Registration or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such time of effectiveness shall be Notice and Questionnaire is named as a selling securityholder in such Resale the Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of the Registrable Securities (subject to the rights of the Company under Section 3(b) to create a Deferral Period) in accordance with applicable law. If required by applicable lawlaw and, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if the Company shall file a supplement to such prospectus or post-effective amendment to the Resale Shelf Registration Statement not less than once Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a quarter as necessary to name as selling securityholders therein any Holders that provide to Deferral Period, the Company a duly completed and executed shall so inform the Holder delivering such Notice and Questionnaire and shall use commercially reasonable efforts take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to cause the contrary, (A) the Company shall be under no obligation to name any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed fully complete and executed legible Notice and Questionnaire to the Company, together with such other information as the Company may reasonably request, in accordance with this Section 2(d) and (B) the Amendment Effectiveness Deadline Date shall not be entitled extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Additional Interest during such extension) if such Deferral Period shall be named as a Selling Holder in, or have in effect on the Registrable Securities held by it covered by, a Resale Shelf Registration StatementAmendment Effectiveness Deadline Date.

Notice and Questionnaire. At No Holder of Registrable Securities may include any of its Registrable Securities in the request of the Company, each Registration Statement pursuant to this Agreement unless such Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and Questionnaire”) furnishes to the Company in writing, prior to or on the 20th Business Day after the date the Notice and Questionnaire is given to Holders (i) notifying the "Questionnaire Deadline"), such information as the Company may reasonably request for use in connection with the Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. In connection with all such requests for information from Holders of Registrable Securities, the Company shall notify such Holder’s desire to include Holders of the requirements set forth in the preceding sentence. No Holder of Registrable Securities held by it in a Resale Shelf shall be entitled to Additional Amounts pursuant to Section 3 hereof unless such Holder shall have provided all such reasonably requested information prior to or on the Questionnaire Deadline. Each Holder as to which the Registration Statement, (ii) containing Statement is being effected agrees to furnish promptly to the Company all information about such Holder required to be included disclosed in such registration statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under order to make information previously furnished to the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which Company by such Holder agrees to be bound by the terms and conditions hereofnot materially misleading. At the time a Resale Shelf Registration Statement becomes effective, each Any Holder that has delivered a duly completed does not complete and executed deliver the Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to provide such time of effectiveness shall other information will not be named as a selling securityholder security holder in such Resale Shelf Registration Statement the Prospectus and the related prospectus in such a manner as therefore will not be permitted to permit such Holder to deliver such prospectus to purchasers of sell any Registrable Securities in accordance with applicable lawunder the Registration Statement. If required Each Holder must notify us not later than three business days prior to any proposed sale by applicable law, subject that Holder pursuant to the terms and conditions hereofRegistration Statement. This notice will be effective for five days. Each Holder, after effectiveness by its acceptance of the Resale Shelf Registration Statementnotes, the Company shall file a supplement agrees to hold any communications by us in response to such prospectus or amendment to the Resale Shelf Registration Statement not less than once notice of a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration Statementproposed sale in confidence.

Notice and Questionnaire. At The undersigned beneficial holder of Registrable Securities of Patient Safety Technologies, Inc. (the request “Issuer”) understands that the Issuer has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), for the registration and resale of the Company, each Holder shall deliver a duly completed and executed written notice (each such notice, a “Notice and Questionnaire”) to the Company (i) notifying the Company of such Holder’s desire to include Registrable Securities held by it in a Resale Shelf Registration Statement, (ii) containing all information about such Holder required to be included in such registration statement in accordance with applicable lawthe terms of the Subscription Agreement, including Item 507 dated as of Regulation S-K promulgated under August __, 2006 (the “Subscription Agreement”), by and among the Issuer and the purchasers of the Issuer’s securities thereunder. The Subscription Agreement is available from the Issuer upon request at the address set forth below. All capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Subscription Agreement. Each beneficial owner of Registrable Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees that has agreed to be bound by certain provisions of the terms and conditions hereof. At the time a Resale Shelf Registration Statement becomes effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire Subscription Agreement is entitled to the Company on benefits of the Subscription Agreement under such provisions. In order to sell or prior otherwise dispose of any Registrable Securities pursuant to the date ten (10) Business Days prior Registration Statement, a beneficial owner of Registrable Securities generally will be required to such time of effectiveness shall be named as a selling securityholder in such Resale Shelf Registration Statement and the related prospectus in such prospectus, deliver a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required and be bound by applicable law, subject to the terms and conditions hereof, after effectiveness those provisions of the Resale Shelf Registration Statement, the Company shall file a supplement Subscription Agreement applicable to such prospectus or amendment to the Resale Shelf Registration Statement beneficial owner (including certain indemnification provisions as described below). Beneficial owners that do not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed complete this Notice and Questionnaire and shall use commercially reasonable efforts deliver it to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission Issuer as promptly as reasonably practicable after the filing thereof. Any Holder that has provided below will not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have selling securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities held by it covered by, a Resale Shelf pursuant to the Registration Statement. Certain legal consequences may arise from being named as selling securityholders in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.