Common use of Plan of Distribution Clause in Contracts

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement only as follows (if at all): such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's ’s commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, market or (iv) through the writing of options. In connection with sales The Selling Securityholder may pledge or grant a security interest in some or all of the Registrable Securities or otherwiseowned by it and, if it defaults in the performance of its secured obligations, the undersigned pledgees or secured parties may enter into hedging transactions with broker-dealersoffer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate shares in other circumstances in which case the transferees, which may donees, pledgees or other successors in turn engage in short sales interest will be the selling Securityholder for purposes of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securitiesprospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with Note: In no event may such method(s) of distribution take the provisions form of an underwritten offering of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant without the prior agreement of Clearwire Corporation (which agreement shall not be unreasonably withheld, conditioned or delayed). By returning this Questionnaire, the selling securityholder will be deemed to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, be aware of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New Yorkforegoing interpretation.

Plan of Distribution. Except as set forth below, the undersigned The Selling Securityholder (including its donees or pledgeestransferees, donees, pledgees and other successors in interest) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Registration Statement only as follows (if at all): such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents☐. If the Registrable Securities are sold through underwriters or broker-dealers, the The Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation obligations to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration StatementAgreement. The undersigned Selling Securityholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth thereinSecurityholder against certain liabilities. The undersigned hereby agrees that, in connection with In the event the Selling Securityholder transfers all or any sale portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company other than pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of Selling Securityholder agrees to notify the Securities Act of 1933, as amended (the "Securities Act"transferee(s) and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants the transfer of its rights and agrees that obligations under this Selling Securityholder Questionnaire and the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsRegistration Rights Agreement. In accordance with the undersigned's Selling Securityholder’s obligation under the Registration Rights Agreement to provide such information as may be required by law or by the staff of the SEC for inclusion in the Registration Statement regarding the undersignedStatement, the undersigned Selling Securityholder agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing to the Selling Securityholder pursuant to the Registration Rights AgreementAgreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery to the address set forth below. By signing below, the undersigned Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 6 (9) above and the inclusion of such information in the Registration Statement and the related prospectusProspectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Registration Statement and the related prospectusProspectus. By signing below, the undersigned agrees that if the Company notifies the undersigned that the Registration Statement is not available pursuant to the terms of the Registration Rights Agreement, the undersigned will suspend use of the Prospectus until notice from the Company that the Prospectus is again available. Once this Selling Securityholder Questionnaire is executed by the undersigned and received by the Company, the terms of this Notice and Selling Securityholder Questionnaire, and the representations representations, warranties and warranties agreements contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives, and assignsassigns of the Company and the undersigned with respect to the Registrable Securities beneficially owned by the undersigned and listed in Item (3) above. This Notice and Selling Securityholder Questionnaire shall be governed by and construed in all respects by accordance with the laws of the State of New YorkYork without regard to choice of laws or conflicts of laws provisions thereof that would require the application of the laws of any other jurisdiction.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) Selling Securityholder intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement (3) only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. The Selling Securityholder may pledge or grant security interest in some or all of the Registrable Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling security holder for purposes of the prospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions Note: Underwritten offerings of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant are subject to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as limitations set forth therein. Pursuant to in the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees donees, distributees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement only as follows (if at all): such ). Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder will be responsible for any related underwriting discounts or commissions or agent's agents’ commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales The selling stockholders may be effected in transactions (which may involve block transactions) sell their shares by one or more of or a combination of the following methods: (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; (ii) ordinary brokerage transactions and transactions in which the broker solicits purchasers; (iii) block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (iv) an over-the-counter market, distribution in accordance with the rules of the Nasdaq Global Market; (iiiv) in transactions otherwise than on such exchanges or services or privately negotiated transactions; and (vi) in the over-the-counter market, or (iv) through the writing of optionsoptions transactions. In connection with sales of the The undersigned may also sell Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and Exhibit A to the Registration Rights Agreement deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration StatementRights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. In the event that the Selling Securityholder transfers all or a portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Questionnaire and the Registration Rights Agreement. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsSecurityholder against certain liabilities. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective, including, without limitation, any change in the undersigned’s beneficial ownership of Registrable Securities. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to the Registration Rights AgreementSelling Securityholder at the address set forth in Section 2 above, and to the Company at the address set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such Exhibit A to the Registration Rights Agreement information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing belowOnce this Questionnaire is executed by the Selling Securityholder and delivered to the Company, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives and assignsassigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item 3 above). This Notice and Questionnaire Agreement shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Shelf Registration Statement only as follows (if at all): (a) such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If ; (b) if the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's agents’ commissions. Such ; (c) such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such ; and (d) such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, market or (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of FiberTower. The undersigned acknowledges that it understands its obligation to comply with the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration StatementRights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder undersigned beneficial owner and selling securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons against certain liabilities as set forth therein. Pursuant to the Registration Rights Agreement, Airways FiberTower has agreed under certain circumstances to indemnify the undersigned beneficial owner and hold harmless the Selling Securityholders selling securityholder against certain liabilities as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways FiberTower of any material inaccuracies or material changes in the information provided herein that may occur subsequent to the date hereof at any time while the a Shelf Registration Statement remains effective. All notices to the beneficial owner hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to the Registration Rights Agreementundersigned at the address set forth in Item 1(b) of this Notice and Questionnaire. By signing below, the undersigned acknowledges that it is the beneficial owner of the Registrable Securities set forth herein, represents that the information provided herein is accurate, consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above this Notice and Questionnaire and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways FiberTower in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectusprospectus and any filing of a new Shelf Registration Statement. By signing below, Once this Notice and Questionnaire is executed by the undersigned agrees that beneficial owner and received by FiberTower, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives and assignsassigns of FiberTower and the undersigned beneficial owner. This Notice and Questionnaire agreement shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, or alternatively, through underwriters, broker-dealers or agentsagents (with the prior agreement of the Company). If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's ’s commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short Securities and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsSecurityholder against certain liabilities. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (10) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its the undersigned's donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder undersigned will be responsible for underwriting discounts or commissions or agent's agents' commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging positions they assume. The undersigned may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ________________________________________________________________________________ Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of Impax. The undersigned acknowledges that it understands its the undersigned's obligation to comply with the prospectus delivery and other provisions of the Securities Act, provisions of the Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulationand regulations thereunder, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering or sale of Registrable Securities pursuant to the Registration StatementRights Agreement. The undersigned agrees that neither it the undersigned nor any person acting on its the undersigned's behalf will engage in any transaction in violation of such provisions. If the undersigned transfers all or any portion of the Registrable Securities listed in Item (3) above after the date of this Notice and Questionnaire, the undersigned agrees to notify the transferee(s) at the time of the transfer of such transferee(s) rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. The Selling Securityholder undersigned hereby acknowledges its the undersigned's obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways Impax has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsagainst certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways Impax of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the a Shelf Registration Statement remains effective. All notices to the undersigned hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to the Registration Rights Agreementundersigned at the address set forth in Item 1(b) of this Notice and Questionnaire. By signing below, the undersigned acknowledges that the undersigned is the beneficial owner of the Registrable Securities set forth herein, represents that the information provided herein is accurate, consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above this Notice and Questionnaire and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that Impax will rely on such information will be relied upon by Airways in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectusprospectus and any filing of a new Shelf Registration Statement. By signing below, Once this Notice and Questionnaire is executed by the undersigned agrees that and received by Impax, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives and assignsassigns of Impax and the undersigned beneficial owner. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissionsagents’ commissions in accordance with the Registration Rights Agreement. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, or (iii) in transactions otherwise other than on such exchanges or services or in the over-the-counter market, . The Selling Securityholder may pledge or (iv) through the writing of options. In connection with sales grant a security interest in some or all of the Registrable Securities or otherwiseowned by it and, if it defaults in the performance of its secured obligations, the undersigned pledgees or secured parties may enter into hedging transactions with broker-dealersoffer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate the Registrable Securities in other circumstances in which case the transferees, which may donees, pledgees or other successors in turn engage in short sales interest will be the Selling Securityholder for purposes of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securitiesprospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of the Company. The undersigned acknowledges that it understands its its, his or her obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration StatementRights Agreement. The undersigned agrees that neither it it, he, she nor any person acting on its its, his or her behalf will engage in any transaction in violation of such provisions. The undersigned beneficial owner and Selling Securityholder hereby acknowledges its its, his or her obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice beneficial owner and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsSelling Securityholder against certain liabilities. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder to the beneficial owner xxxxxxxxx and pursuant to the Registration Rights Agreement shall be made in writing pursuant to the Registration Rights Agreementundersigned at the address set forth in Item 1(b) of this Notice and Questionnaire. By signing below, the undersigned acknowledges that it, he or she is the beneficial owner of the Registrable Securities set forth herein, consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above this Notice and Questionnaire and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, Once this Notice and Questionnaire is executed by the undersigned agrees that beneficial owner and received by the Company, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives and assignsassigns of the Company and the undersigned beneficial owner. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York, without giving effect to rules governing the conflict of laws.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement only as follows (if at all): such ). Such Registrable Securities may be sold from time to time directly by the undersigned or, or alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions’s commissions and their professional fees. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, market or (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, . The Selling Securityholder may pledge or (iv) through the writing of options. In connection with sales grant a security interest in some or all of the Registrable Securities or otherwiseowned by it and if it defaults, in the performance of its secured obligations, the undersigned pledges or secured parties may enter into hedging transactions with broker-dealersoffer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate Registrable Securities in other circumstances in which case the transferees, which may donees, pledgees or other successors in turn engage in short sales interest will be the selling Securityholder for purposes of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securitiesprospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations)) and the provisions of the Securities Act relating to prospectus delivery, in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain some persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain some circumstances to indemnify and hold harmless the Selling Securityholders as set forth thereinSecurityholder against some liabilities. The undersigned hereby agrees that, in connection with any sale of Registrable Securities All notices to the beneficial owner hereunder and pursuant to the Registration Statement, it will comply with Rights Agreement shall be made in writing to the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, undersigned at the time address set forth in Item 2 of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein in this offering memorandum that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in in, its answers to Items 1 through 6 7 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that if the terms of this Notice and QuestionnaireCompany notifies the undersigned that the Registration Statement is not available, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws undersigned will suspend use of the State prospectus until receipt of New Yorknotice from the Company that the prospectus is again available.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers dealers, or agents. If the Registrable Securities are sold through underwriters or underwriters, broker-dealers, or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's agents' commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging positions they assume. The undersigned may also sell Registrable Securities APPENDIX A short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ________________________________________________________________________________ ________________________________________________________________________________ Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of the Company. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration StatementRights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder undersigned beneficial owner and selling securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice beneficial owner and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsselling securityholder against certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices to the beneficial owner hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to the Registration Rights Agreementundersigned at the address set forth in Item 1(b) of this Notice and Questionnaire. By signing below, the undersigned acknowledges that it is the beneficial owner of the Registrable Securities set forth herein, represents that the information provided herein is accurate, and consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above this Notice and Questionnaire and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, Once this Notice and Questionnaire is executed by the undersigned agrees that beneficial owner and received by the Company, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of of, and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives, and assignsassigns of the APPENDIX A Company and the undersigned beneficial owner. This Notice and Questionnaire Agreement shall be governed in all respects by the laws of the State state of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows in accordance with the following principles (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, or alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsagainst certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Transfer Restricted Securities listed above in Item 3 pursuant to the Shelf Registration Statement or Subsequent Shelf Registration Statement only as follows (if at all): such Registrable Such Transfer Restricted Securities may be sold from time to time directly by the undersigned or, alternatively, through underwritersUnderwriters, broker-dealers or agents. If the Registrable Transfer Restricted Securities are sold through underwriters or Underwriters, broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissionsagents’ commissions in accordance with the Registration Rights Agreement. Such Registrable Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Transfer Restricted Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, . The Selling Securityholder may pledge or (iv) through the writing of options. In connection with sales grant a security interest in some or all of the Registrable Transfer Restricted Securities or otherwiseowned by it and, if it defaults in the performance of its securited obligations, the undersigned pledgees or secured parties may enter into hedging transactions with broker-dealersoffer and sell the Transfer Restricted Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate the Transfer Restricted Securities in other circumstances in which case the transferees, which may donees, pledgees or other successors in turn engage in short sales interest will be the selling securityholder for purposes of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securitiesthis prospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Transfer Restricted Securities without the prior written agreement of the Company. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Transfer Restricted Securities pursuant to the Registration StatementRights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder undersigned beneficial owner and selling securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice beneficial owner and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsselling securityholder against certain liabilities. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedor Subsequent Shelf Registration Statement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement or Subsequent Shelf Registration Statement remains effective. All notices to the beneficial owner hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to the Registration Rights Agreementundersigned at the address set forth in Item 1(b) of this Notice and Questionnaire. By signing below, the undersigned acknowledges that it is the beneficial owner of the Transfer Restricted Securities set forth herein, consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above this Notice and Questionnaire and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, Once this Notice and Questionnaire is executed by the undersigned agrees that beneficial owner and received by the Company, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives and assignsassigns of the Company and the undersigned beneficial owner. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York, without giving effect to rules governing the conflict of laws.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Piggyback Registration Statement or the Resale Registration Statement only as follows (if at all): in the case of a Piggback Registration Statement, such Registrable Securities will be sold through the underwriters named therein in the manner contemplated thereby; and, in the case of a Resale Registration Statement, such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's ’s commissions. Such In the case of a Resale Registration Statement, such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, market or (iv) through the writing of options. In connection with sales The Selling Securityholder may pledge or grant a security interest in some or all of the Registrable Securities or otherwiseowned by it and, if it defaults in the performance of its secured obligations, the undersigned pledgees or secured parties may enter into hedging transactions with broker-dealersoffer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate shares in other circumstances in which case the transferees, which may donees, pledgees or other successors in turn engage in short sales interest will be the selling Securityholder for purposes of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securitiesprospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.:

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities registrable securities listed above in Item 3 pursuant to the Registration Statement shelf registration statement only as follows (if at all): such Registrable Securities Such registrable securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities registrable securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder selling securityholder will be responsible for underwriting discounts or commissions or agent's agents’ commissions. Such Registrable Securities registrable securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities registrable securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, or (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the The undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, also sell registrable securities short and deliver Registrable Securities registrable securities to close out such short positions, or loan or pledge Registrable Securities registrable securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- _________________________________________________________________ _________________________________________________________________ Note: In no event will such method(s) of distribution take the form of an underwritten offering of the registrable securities without the prior agreement of the Company. The Company hereby advises each selling securityholder of the following Interpretation A.65 of the July 1997 SEC Manual of Publicly Available Telephone Interpretations regarding short selling: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.” By returning this Election and Questionnaire, the selling securityholder will be deemed to be aware of the foregoing interpretation. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amendedAct, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations)) and the provisions of the securities act relating to prospectus delivery, in connection with any offering of Registrable Securities registrable securities pursuant to the Registration Statementshelf registration statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder selling securityholder hereby acknowledges its obligations under the Registration Rights Agreement registration rights agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreementregistration rights agreement, Airways has the Company and the subsidiary guarantors have agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsselling securityholders against certain liabilities. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement registration rights agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersignedshelf registration statement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement shelf registration statement remains effective. All notices hereunder and pursuant to the registration rights agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Registration Statement shelf registration statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Registration Statement shelf registration statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the The undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Resale Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's agents’ commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, or (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market. DATED this day of , or . Signature of Holder (ivPrint name) through EXHIBIT D December , 2009 Xxxxxxx Xxxx & Company, LLC As Representative of the writing several Underwriters referred to below 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxx Xxxx & Company, LLC Golden Minerals Company Lock-Up Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) is being delivered pursuant to that certain Common Stock Purchase Agreement (the “Stock Purchase Agreement”) by and between Golden Minerals Company, a Delaware corporation (the “Company”), Sentient Global Resources Fund III, LP, a Cayman Islands exempted limited partnership, and SGRF III Parallel I, LP, a Cayman Islands exempted limited partnership, and relates to the proposed initial public offering (the “Offering”) by the Company of optionsits common stock, $0.01 par value per share (the “Stock”). In connection with sales of order to induce you and the Registrable Securities or otherwiseother underwriters for which you will act as representative (the “Underwriters”) to underwrite the Offering, the undersigned may enter into hedging transactions with broker-dealershereby agrees that, which may in turn engage in short sales without the prior written consent of Xxxxxxx Xxxx & Company, LLC (the “Lead Manager”), during the period from the date hereof until one hundred eighty (180) days from the date of the Registrable Securitiesfinal prospectus for the Offering (the “Lock-Up Period”), short the undersigned (a) will not, directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any Relevant Security (as defined below), and deliver Registrable Securities (b) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that any Relevant Security (in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with each case within the provisions meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration. As used herein “Relevant Security” means the Stock, any other equity security of the Company or any of its subsidiaries and any security convertible into, or exercisable or exchangeable for, any Stock or other such equity security. Notwithstanding the foregoing, the undersigned may transfer Relevant Securities by bona fide gift, will or intestate succession, provided, each resulting transferee of Relevant Securities executes and delivers to you an agreement satisfactory to you certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Notwithstanding the preceding paragraph, if (1) during the last 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to stock manipulationthe Company occurs; or (2) prior to the expiration of the Lock-Up Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, particularly Regulation M thereunder (the restrictions imposed by the immediately preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or any successor rules the occurrence of the material news or regulations)material event, as applicable, unless the Lead Manager waives, in connection with any offering of Registrable Securities pursuant to the Registration Statementwriting, such extension. The undersigned acknowledges that the Company has agreed in the underwriting agreement for the Offering to provide notice to the undersigned of any event that would result in an extension of the Lock-Up Period pursuant to this paragraph, and the undersigned agrees that neither it nor any person acting on its behalf such notice properly delivered will engage in any transaction in violation of such provisionsbe deemed to have been given to, and received by, the undersigned. The Selling Securityholder undersigned hereby acknowledges its obligations under authorizes the Company during the Lock-Up Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, Relevant Securities for which the undersigned is the record holder and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record holder, agrees during the Lock-Up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. The undersigned hereby further agree that, except as provided in the Registration Rights Agreement between Buyers and the Company dated the date hereof, without the prior written consent of the Lead Manager, during the Lock-up Period the undersigned (x) will not file or participate in the filing with the Securities and Exchange Commission of any registration statement, or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect to indemnify any proposed offering or sale of a Relevant Security and hold harmless certain persons as set forth therein. Pursuant (y) will not exercise any rights the undersigned may have to require registration with the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify Securities and hold harmless the Selling Securityholders as set forth thereinExchange Commission of any proposed offering or sale of a Relevant Security. The undersigned hereby agrees thatrepresents and warrants that the undersigned has full power and authority to enter into this Agreement and that this Agreement constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the undersigned will execute any additional documents necessary in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, enforcement hereof. Any obligations of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to upon the benefit of and shall be enforceable by Airways' respective successors and assignsassigns of the undersigned from the date first above written. This Notice Agreement shall terminate and Questionnaire be of no further force and effect if the Offering is not completed by March 31, 2010. This Agreement shall be governed by and construed in all respects by accordance with the laws of the State of New York.. Delivery of a signed copy of this letter by facsimile transmission shall be effective as delivery of the original hereof. Very truly yours, Sentient Global Resources Fund III, LP By: Name: Title: SGRF III Parallel I, LP By: Name: Title: Golden Minerals Company Lock-Up Agreement

Plan of Distribution. Except as set forth below, the undersigned (including its the undersigned’s donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder undersigned will be responsible for underwriting discounts or commissions or agent's agents’ commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging positions they assume. The undersigned may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of Impax. The undersigned acknowledges that it understands its the undersigned’s obligation to comply with the prospectus delivery and other provisions of the Securities Act, provisions of the Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulationand regulations thereunder, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering or sale of Registrable Securities pursuant to the Registration StatementRights Agreement. The undersigned agrees that neither it the undersigned nor any person acting on its the undersigned’s behalf will engage in any transaction in violation of such provisions. If the undersigned transfers all or any portion of the Registrable Securities listed in Item (3) above after the date of this Notice and Questionnaire, the undersigned agrees to notify the transferee(s) at the time of the transfer of such transferee(s) rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. The Selling Securityholder undersigned hereby acknowledges its the undersigned’s obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways Impax has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsagainst certain liabilities. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways Impax of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the a Shelf Registration Statement remains effective. All notices to the undersigned hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to the Registration Rights Agreementundersigned at the address set forth in Item 1(b) of this Notice and Questionnaire. By signing below, the undersigned acknowledges that the undersigned is the beneficial owner of the Registrable Securities set forth herein, represents that the information provided herein is accurate, consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above this Notice and Questionnaire and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that Impax will rely on such information will be relied upon by Airways in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectusprospectus and any filing of a new Shelf Registration Statement. By signing below, Once this Notice and Questionnaire is executed by the undersigned agrees that and received by Impax, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives and assignsassigns of Impax and the undersigned beneficial owner. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Transfer Restricted Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Registrable Such Transfer Restricted Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the Registrable Transfer Restricted Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Transfer Restricted Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Transfer Restricted Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Transfer Restricted Securities, short and deliver Registrable Transfer Restricted Securities to close out such short positions, or loan or pledge Registrable Transfer Restricted Securities to broker-dealers that in turn may sell such securities. The Selling Securityholder may pledge or grant a security interest in some or all of the Transfer Restricted Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Transfer Restricted Securities from time to time pursuant to the Prospectus. The Selling Securityholder also may transfer and donate shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling securityholder for purposes of the Prospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.__________________________________________________________________ __________________________________________________________________ __________________________________________________________________

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement only as follows (if at all): (a) such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If ; (b) if the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's agents’ commissions. Such ; (c) such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such ; and (d) such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, market or (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company (to the extent required and pursuant to the terms of the Registration Rights Agreement). The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration StatementRights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder undersigned beneficial owner and selling securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons against certain liabilities as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify the undersigned beneficial owner and hold harmless the Selling Securityholders selling securityholder against certain liabilities as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the a Registration Statement remains effective. All notices to the beneficial owner hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to the Registration Rights Agreementundersigned at the address set forth in Item 1(b) of this Notice and Questionnaire. By signing below, the undersigned acknowledges that it is the beneficial owner of the Registrable Securities set forth herein, represents that the information provided herein is accurate, consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above this Notice and Questionnaire and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Registration Statement and the related prospectusprospectus and any filing of a new Registration Statement. By signing below, Once this Notice and Questionnaire is executed by the undersigned agrees that beneficial owner and received by the Company, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives and assignsassigns of the Company and the undersigned beneficial owner. This Notice and Questionnaire agreement shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Restricted Securities listed above in Item 3 pursuant to the Shelf Registration Statement only as follows (if at all): such Registrable Such Restricted Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the Registrable Restricted Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Restricted Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Restricted Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Restricted Securities, short and deliver Registrable Restricted Securities to close out such short positions, or loan or pledge Registrable Restricted Securities to broker-dealers that in turn may sell such securities. The Selling Securityholder may pledge or grant a security interest in some or all of the Restricted Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Restricted Securities from time to time pursuant to the Prospectus. The Selling Securityholder also may transfer and donate shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling securityholder for purposes of the Prospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- Note: In no event may such method(s) of distribution take the form of an underwritten offering of the Restricted Securities without the prior agreement of the Company. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations)) and the provisions of the Securities Act relating to Prospectus delivery, in connection with any offering of Registrable Restricted Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsagainst certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectusProspectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation preparation, amendment or amendment supplement of the Shelf Registration Statement and the related prospectusProspectus. By signing below, the undersigned agrees that if the terms Company notifies the undersigned of this Notice and Questionnairethe happening of an event that requires the making of any change in the Shelf Registration Statement or the Prospectus so that neither the Shelf Registration Statement nor the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, (i) the undersigned will suspend the use of the Prospectus until the requisite change to the Prospectus has been made, and the representations (ii) that any such notification will be deemed confidential and warranties contained hereinwill be maintained in confidence, shall be binding onunless disclosure of such notification is made in connection with a court proceeding or required by law, shall inure or information regarding such notification becomes available to the benefit public generally or through a third party without an accompanying obligation of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New Yorkconfidentiality.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) Selling Securityholder intends to distribute the Registrable Transfer Restricted Securities listed above in Item 3 pursuant to the Registration Statement (3) only as follows (if at all): such Registrable Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Transfer Restricted Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Registrable Transfer Restricted Securities to close out such short positions, or loan or pledge Registrable Transfer Restricted Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned 32 By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulationand regulations thereunder, particularly Regulation M thereunder (M. In the event that the Selling Securityholder transfers all or any successor rules or regulations), portion of the Transfer Restricted Securities listed in connection with any offering of Registrable Securities pursuant Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Registration StatementRights Agreement. The undersigned agrees that neither it nor any person acting on By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its behalf will engage in any transaction in violation answers to Items (1) through (6) above and the inclusion of such provisionsinformation in the Shelf Registration Statement and related Prospectus. The Selling Securityholder hereby acknowledges its obligations under understands that such information will be relied upon by the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, Company in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, preparation of the Securities Act of 1933, as amended (the "Securities Act") Shelf Registration Statement and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsrelated Prospectus. In accordance with the undersignedSelling Securityholder's obligation under Section 3(d) of the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned Selling Securityholder agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effectivein effect. All notices hereunder shall be made in writing and pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, Agreement shall be binding onmade in writing, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. The Selling Securityholder may pledge or grant a security interest in some or all of the Registrable Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling securityholder for purposes of the prospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations)) and the provisions of the Securities Act of 1933, as amended, relating to prospectus delivery, in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsagainst liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant at the address set forth below. In the event any Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to GATX, the Selling Securityholder will notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company without independent investigation or inquiry in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth belowIn order to provide liquidity to Parent Stock Recipients receiving Parent Shares in connection with the transactions contemplated by this Agreement, Parent has agreed to file the undersigned (including its donees Resale Registration Statement. Such Parent Stock Recipients acknowledge that Parent will be required in the Resale Registration Statement to provide a description of the methods and plans by which such Parent Stock Recipients may distribute and resell the Parent Shares acquired pursuant to this Agreement. Accordingly, such Parent Stock Recipients have advised Parent, acknowledging that Parent will rely thereon in preparation of the Resale Registration Statement, that Parent Shares may be sold by or pledgees) intends on behalf of such Parent Stock Recipients through or to distribute the Registrable Securities listed above in Item 3 brokers or dealers, or directly to investors pursuant to the prospectus contained in the Resale Registration Statement only as follows (if or another prospectus contained in and forming a part of an effective registration statement under the Securities Act) or in transactions that are exempt from the requirements of registration under the Securities Act, at all): such Registrable Securities a fixed price or prices, which may be sold changed from time to time, at market prices prevailing at the time of such sale, at prices related to such market prices or at negotiated prices, and in connection therewith distributors' or sellers' commissions may be paid or allowed. Brokers or dealers may act as agents for such Parent Stock Recipients, or may purchase shares from such Parent Stock Recipients as principal and thereafter resell such shares from time to time directly by the undersigned or, alternatively, in or through underwriters, broker-dealers transactions or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions distributions (which may involve crosses and block transactions) (i) on any national securities exchange the New York Stock Exchange, the London Stock Exchange or quotation service on which the Registrable Securities may be listed other United States or quoted at the time of saleforeign stock exchanges where trading privileges are available, (ii) in the over-the-counter market, (iii) in private transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales some combination of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out foregoing. Each such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned Parent Stock Recipient agrees that neither it nor any person if Parent Shares are sold through brokers or dealers acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreementsuch, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, only one broker or dealer at the a time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon used by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New Yorksuch Parent Stock Recipient.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, or alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's ’s commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short Securities and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsSecurityholder against certain liabilities. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. State any exceptions here: Except as set forth below, the undersigned (including its donees or pledgees) Selling Securityholder intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement (3) only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of salesate, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned By signing below, the Setting Securityholder acknowledges that it understands its obligation to comply comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulationand regulations thereunder, particularly Regulation M thereunder (M. In the event that the Selling Securityholder transfers all or any successor rules or regulations), in connection with any offering portion of the Registrable Securities pursuant listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration StatementRights Agreement. The undersigned agrees that neither it nor any person acting on By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its behalf will engage in any transaction in violation answers to Items (1) through (6) above and the inclusion of such provisionsinformation in the Shelf Registration Statement and related Prospectus. The Selling Securityholder hereby acknowledges its obligations under understands that such information will be relied upon by the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, Company in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, preparation of the Securities Act of 1933, as amended (the "Securities Act") Shelf Registration Statement and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsrelated Prospectus. In accordance with the undersignedSelling Securityholder's obligation under Section 3(e) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned Selling Securityholder agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effectivein effect. All notices hereunder shall be made in writing and pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, Agreement shall be binding onmade in writing, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.hand-delivery, or air courier guaranteeing overnight delivery as follows:

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short Securities and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- Note: Except as provided in the Registration Rights Agreement, in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of Conexant. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways Conexant has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth thereinagainst certain liabilities. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned hereby agrees that, understands that such information will be relied upon by Conexant in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, preparation or amendment of the Securities Act of 1933, as amended (the "Securities Act") Shelf Registration Statement and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants related prospectus and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways Conexant of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreement. By signing address set forth below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the The undersigned (including its donees or pledgees) Selling Securityholder intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement (3) only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. The Selling Securityholder may pledge or grant a security interest in some or all of the Registrable Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling security holder for purposes of the prospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned Note: Underwritten offerings of the Registrable Securities are subject to the limitations set forth in the form of Registration Rights Agreement. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply comply, and agrees that it will comply, with the prospectus delivery and other provisions of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulationand regulations thereunder, particularly Regulation M thereunder (M. In the event that the Selling Securityholder transfers all or any successor rules or regulations), in connection with any offering portion of the Registrable Securities pursuant listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Questionnaire and the Registration StatementRights Agreement. The undersigned agrees that neither it nor any person acting on By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its behalf will engage in any transaction in violation answers to Items (1) through (6) above and the inclusion of such provisionsinformation in the Shelf Registration Statement and related Prospectus. The Selling Securityholder hereby acknowledges its obligations under understands that such information will be relied upon by the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, Company in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, preparation of the Securities Act of 1933, as amended (the "Securities Act") Shelf Registration Statement and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsrelated Prospectus. In accordance with the undersigned's Selling Securityholder’s obligation under the Subscription Agreement and the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned Selling Securityholder agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effectivein effect. All notices hereunder shall be made in writing and pursuant to the Registration Rights Agreement. By signing belowAgreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: To the undersigned consents to Company: UnumProvident Corporation 0 Xxxxxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxx, VP, Corporate Secretary Once this Questionnaire is executed by the disclosure of Selling Securityholder and received by the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing belowCompany, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives, and assignsassigns of the Company and the Selling Securityholder (with respect to the Registrable Securities owned by such Selling Securityholder and listed in Item (3) above). This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder (including its donees or and pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, in accordance with the Registration Rights Agreement, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder Securityholders will be responsible for underwriting discounts or commissions or agent's agent commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve cross or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging positions they assume. The undersigned Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The undersigned Selling Securityholder acknowledges that it understands its obligation obligations to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration StatementAgreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth thereinSecurityholder against certain liabilities. The In the event the undersigned hereby agrees that, in connection with transfers all or any sale portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company other than pursuant to the Shelf Registration Statement, it will comply with the prospectus delivery requirements, if any, of undersigned agrees to notify the Securities Act of 1933, as amended (the "Securities Act"transferee(s) and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants the transfer of its rights and agrees that the information regarding the undersigned included in obligations under this Selling Securityholder Notice and Questionnaire, as it may be supplemented, shall be accurate Questionnaire and complete in all material respectsthe Registration Rights Agreement. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law or by the staff of the Commission for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time anytime while the Shelf Registration Statement remains effective. All notices hereunder shall be made in writing and pursuant to the Registration Rights AgreementAgreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery to the address set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 6 (9) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, Once this Selling Securityholder Notice and Questionnaire is executed by the undersigned agrees that and received by the Company, the terms of this Selling Securityholder Notice and Questionnaire, and the representations representations, warranties and warranties agreements contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives, and assignsassigns of the Company and the undersigned with respect to the Registrable Securities beneficially owned by the undersigned and listed in Item (3) above. This Selling Securityholder Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgeespledges) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's ’s commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, ; or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short Securities and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in it its answers to Items 1 (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New YorkProspectus.

Plan of Distribution. Except The Offering of Units is being made by API through the Placement Agent, on a "reasonable efforts" basis for a minimum offering of $5,000,000 and a maximum of $15,000,000, solely to "accredited investors" as defined in Rule 501 of Regulation D promulgated under the Securities Act. The Company has granted to the Placement Agent an option ("Greenshoe Option"), exercisable for a period of 30 days from the Closing of the Offering, to offer additional Units equal to up to US$ 5 million at the offering price, to cover over-allotments, if any. The Company has agreed to compensate the Placement Agent per the same terms in the "Placement Agent" for any additional capital raised under the Greenshoe Option. Investor funds will be deposited in a non-interest-bearing escrow account (the "Escrow Account") at Signature Bank (the "Escrow Agent") pending acceptance of subscription documentation by the Company. API or the Placement Agent may reject subscriptions in either of their sole discretion in whole or in part. If the Offering is over-subscribed, API or the Placement Agent may determine, in its sole discretion, to reject subscriptions in whole or in part or to allocate to any prospective investor less than the subscription amount to which the investor subscribed. The Offering will continue through October 215t, 2012, commencing on the date of this Confidential Information Memorandum (the "Initial Offering Period"), which period may be extended without notice to or vote by prospective investors by API and the Placement Agent, in their mutual discretion, to a date not later than January 21st, 2013 (this additional period and the Initial Offering Period will be collectively referred to as the "Offering Period"). One or more closings (each, a "Closing") may be held at any time at the discretion of the Company; provided, however, that a first Closing of the Offering may not occur unless all conditions of closing are met, including that subscription documentation and gross offering proceeds for the Minimum Offering Amount shall have been received and accepted by the Company. In the event that subscriptions for the Offering are rejected or the Offering Period shall expire, any funds held in the Escrow Account will be promptly returned in full to subscribers without deduction therefrom or interest thereon. The Company and/or the Placement Agent reserves the right to purchase and/or permit their respective employees, agents, officers, directors and affiliates to purchase Units, Notes and Warrants in the Offering, in accordance with federal and state securities laws, and all such purchases will be counted toward satisfaction of the requirement that the Minimum Offering Amount of $5,000,000 principal amount of Units be sold in the Offering. SCHEDULE E NONDISCLOSURE AGREEMENT [Disclosure from ] THIS NONDISCLOSURE AGREEMENT, having an Effective Date as of _________, 2012, ("Agreement"), is entered into between _________________, a ___________ corporation having a place of business at ______________________________________________________ ("Recipient"), and a corporation having a place of business at __________, ("XXX"). IN CONSIDERATION of the mutual covenants set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement only parties hereby agree as follows (if at all): such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.follows:

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Resale Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder Unitholder will be responsible for underwriting discounts or commissions or agent's commissionsagents’ commissions and their professional fees. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, market or (iv) through the writing of options. In connection with the sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of Registrable Securities in the course of hedging positions they assume. The undersigned may also sell Registrable Securities, Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. The Selling Unitholder may pledge or grant a security interest in some or all of the Registrable Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Registrable Securities from time to time. The Selling Unitholder also may transfer and donate Registrable Securities in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the Selling Unitholder for purposes of the prospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Partnership. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations)) and the provisions of the Securities Act relating to prospectus delivery, in connection with any offering of Registrable Securities pursuant to the Resale Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder Unitholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Resale Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Partnership of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Resale Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (9) above and the inclusion of such information in the Resale Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Partnership in connection with the preparation or amendment of the Resale Registration Statement and the related prospectus. By signing below, the undersigned agrees that if the terms of this Notice and QuestionnairePartnership notifies the undersigned that the Resale Registration Statement is not available, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws undersigned will suspend use of the State prospectus until receipt of New York.notice from the Partnership that the prospectus is again available. *********

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement only as follows (if at all): such ). Such Registrable Securities may be sold from time to time directly by the undersigned or, or alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions’s commissions and their professional fees. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, market or (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, . The Selling Securityholder may pledge or (iv) through the writing of options. In connection with sales grant a security interest in some or all of the Registrable Securities or otherwiseowned by it and if it defaults, in the performance of its secured obligations, the undersigned pledges or secured parties may enter into hedging transactions with broker-dealersoffer and sell the Registrable Securities from time to time pursuant to the Prospectus. The Selling Securityholder also may transfer and donate Registrable Securities in other circumstances in which case the transferees, which may donees, pledgees or other successors in turn engage in short sales interest will be the selling Securityholder for purposes of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securitiesProspectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations)) and the provisions of the Securities Act relating to Prospectus delivery, in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain some persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain some circumstances to indemnify and hold harmless the Selling Securityholders as set forth thereinSecurityholder against some liabilities. The undersigned hereby agrees that, in connection with any sale of Registrable Securities All notices to the beneficial owner hereunder and pursuant to the Registration Statement, it will comply with Rights Agreement shall be made in writing to the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, undersigned at the time address set forth in Item 2 of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersignedStatement, the undersigned agrees to provide any additional information the Company may reasonably request and to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein in the offering memorandum that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in in, its answers to Items 1 through 6 7 above and the inclusion of such information in the Registration Statement and Statement, the related prospectusProspectus and any state securities law or Blue Sky applications. The undersigned understands that such information will be relied upon by Airways the Company without independent investigation or inquiry in connection with the preparation or amendment of the Registration Statement and Statement, the related prospectusProspectus and any state securities law or Blue Sky applications. By signing belowOnce this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company, the undersigned agrees that the terms of this Notice and Questionnaire, Questionnaire and the representations and warranties contained herein, herein shall be binding on, shall inure to the benefit of of, and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives and assignsassigns of the Company and the Selling Securityholder with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above. This Notice and Questionnaire shall be governed by, and construed in all respects by accordance with, the laws of the State of New YorkYork without regard to the conflicts of laws provisions thereof. By signing below, the undersigned agrees that if the Company notifies the undersigned that the Registration Statement is not available, the undersigned will suspend use of the Prospectus until receipt of notice from the Company that the Prospectus is again available.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Transfer Restricted Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Registrable Such Transfer Restricted Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the Registrable Transfer Restricted Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Transfer Restricted Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Transfer Restricted Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Transfer Restricted Securities, short and deliver Registrable Transfer Restricted Securities to close out such short positions, or loan or pledge Registrable Transfer Restricted Securities to broker-dealers that in turn may sell such securities. The Selling Securityholder may pledge or grant security interests in some or all of the Transfer Restricted Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sale the Transfer Restricted Securities from time to time pursuant to the Prospectus. The Selling Securityholder also may transfer and donate Transfer Restricted Securities in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling securityholder for purposes of the Prospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Transfer Restricted Securities without the prior agreement of the Company and the Guarantor. The undersigned acknowledges that it understands its obligation to comply with the provisions of the U.S. Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations)) and the provisions of the U.S. Securities Act of 1933, as amended, relating to prospectus delivery, in connection with any offering of Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein or contribute to certain payments as also set forth therein. Pursuant to the Registration Rights Agreement, Airways has the Company and the Guarantor have agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein or contribute to certain payments as also set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company and the Guarantor of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company and the Guarantor in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, Check the undersigned following box confirming the intended plan of distribution of the Registrable Securities: [_] The Selling Securityholder (including its donees or and pledgees) intends does not intend to distribute the Registrable Securities listed above in Item 3 above pursuant to the Shelf Resale Registration Statement only except as follows (if at all): such The Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's agents’ commissions. Such The Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i1) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, ; (ii2) in the over-the-counter market, ; (iii3) in transactions otherwise than on such exchanges or services or in the over-the-counter market, ; or (iv4) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of the hedging positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, positions or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. Notwithstanding anything to the contrary, in no event will the methods of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Borrower. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.exceptions:

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, or alternatively, through underwriters, broker-dealers or agentsagents (with the prior agreement of the Company). If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short Securities and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsSecurityholder against certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (10) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Resale Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder Security Holder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short Securities and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------- -------------------------------------------------------------------- -------------------------------------------------------------------- NOTE: IN NO EVENT MAY METHOD(S) OF DISTRIBUTION TAKE THE FORM OF AN UNDERWRITTEN OFFERING OF THE REGISTRABLE SECURITIES WITHOUT THE PRIOR WRITTEN AGREEMENT OF NEXTEL. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Resale Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways Nextel has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsSecurity Holders against certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Resale Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways Nextel of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Resale Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant at the address set forth below. In the event that the Selling Security Holder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to Nextel, the Selling Security Holder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Resale Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways Nextel without independent investigation or inquiry in connection with the preparation or amendment of the Resale Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Resale Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's agents’ commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, or (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, . The Selling Securityholder may pledge or (iv) through the writing of options. In connection with sales grant a security interest in some or all of the Registrable Securities or otherwiseowned by it and, if it defaults in the performance of its secured obligations, the undersigned pledgees or secured parties may enter into hedging transactions with broker-dealersoffer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate the Registrable Securities in other circumstances in which case the transferees, which may donees, pledgees or other successors in turn engage in short sales interest will be the selling securityholder for purposes of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securitiesprospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of the Company. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration StatementRights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder undersigned beneficial owner and selling securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice beneficial owner and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsselling securityholder against certain liabilities. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Resale Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Resale Shelf Registration Statement remains effective. All notices to the beneficial owner hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to the Registration Rights Agreementundersigned at the address set forth in Item 1(b) of this Notice and Questionnaire. By signing below, the undersigned acknowledges that it is the beneficial owner of the Registrable Securities set forth herein, represents that the information provided herein is accurate, consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above this Notice and Questionnaire and the inclusion of such information in the Resale Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Resale Shelf Registration Statement and the related prospectus. By signing below, Once this Notice and Questionnaire is executed by the undersigned agrees that beneficial owner and received by the Company, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives and assignsassigns of the Company and the undersigned beneficial owner. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York, without giving effect to rules governing the conflict of laws.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Transfer Restricted Securities listed above in Item 3 pursuant to the Shelf Registration Statement only as follows (if at all): such Registrable Such Transfer Restricted Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Transfer Restricted Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's ’s commissions. Such Registrable Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Transfer Restricted Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, market or (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, . The Selling Securityholder may pledge or (iv) through the writing of options. In connection with sales grant a security interest in some or all of the Registrable Transfer Restricted Securities or otherwiseowned by it and, if it defaults in the performance of its secured obligations, the undersigned pledgees or secured parties may enter into hedging transactions with broker-dealersoffer and sell the Transfer Restricted Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate Transfer Restricted Securities in other circumstances in which case the transferees, which may donees, pledgees or other successors in turn engage in short sales interest will be the selling securityholder for purposes of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securitiesprospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Transfer Restricted Securities without the prior agreement of BearingPoint. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations)) and the provisions of the Securities Act relating to prospectus delivery, in connection with any offering of Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways BearingPoint has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsSecurityholder against certain liabilities. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways BearingPoint of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 7 above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways BearingPoint in connection with the preparation of amendment or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that if BearingPoint notifies the terms undersigned that the Shelf Registration Statement is not available, the undersigned will suspend use of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to prospectus until receipt of notice from BearingPoint that the benefit of and shall be enforceable by Airways' respective successors and assignsprospectus is again available. This Notice and Questionnaire Agreement shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, initial purchasers or broker-dealers or agents. If the Registrable Securities are sold through underwriters initial purchasers or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's ’s commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, market or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Note: In no event may such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of UTStarcom. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways UTStarcom has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth thereinagainst certain liabilities. The undersigned hereby agrees that, in connection with In the event that the Selling Securityholder transfers all or any sale portion of the Registrable Securities pursuant listed in Item (3) above after the date on which such information is provided to the Registration StatementCompany, it will comply with the prospectus delivery requirements, if any, of Selling Securityholder agrees to notify the Securities Act of 1933, as amended (the "Securities Act"transferee(s) and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants the transfer of its rights and agrees that the information regarding the undersigned included in obligations under this Notice and Questionnaire, as it may be supplemented, shall be accurate Questionnaire and complete in all material respectsthe Registration Rights Agreement. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways UTStarcom of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing belowthis Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways UTStarcom in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgeesdonees, transferees, pledgees and other successors in interest) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's and commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i1) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii2) in the over-the-counter market, (iii3) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv4) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short Securities and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State The undersigned acknowledges that it understands the prospectus delivery obligations under the Securities Act of 1933, as amended. The undersigned agrees that it and those acting on its behalf will comply with such requirements. In addition, the undersigned agrees to notify the Company promptly following any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- sales under the Registration Statement so that the Company is able to comply with the undertakings contained in the Registration Statement. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock security manipulation, particularly Regulation M thereunder (or any successor rules or regulations)M, in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth thereinagainst certain liabilities. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, Please complete and return by mail and facsimile the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.to: Ropes & Gray LLP Attention: Xxxxx Xxxxxxxx, Esq. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000-0000 Facsimile: (000) 000-0000

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-broker dealers or agents. If the Registrable Securities are sold through underwriters underwriters, broker dealers or broker-dealersagents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's agents' commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-over the counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-over the counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-broker dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging positions they assume. The undersigned may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-broker dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- __________________________________________________________________________ __________________________________________________________________________ Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of the Company. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.Securities

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder (including its donees or and pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, in accordance with the Registration Rights Agreement, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder Securityholders will be responsible for underwriting discounts or commissions or agent's agent commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve cross or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging positions they assume. The undersigned Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- _________________________________________________________________________________________ The undersigned Selling Securityholder acknowledges that it understands its obligation obligations to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration StatementAgreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsSecurityholder against certain liabilities. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law or by the staff of the Commission for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder shall be made in writing and pursuant to the Registration Rights AgreementAgreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery to the address set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 6 (9) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that if the Company notifies the undersigned that Shelf Registration Statement is not available, the undersigned will suspend use of the prospectus until notice from the Company that the prospectus is again available. Once this Selling Securityholder Questionnaire is executed by the undersigned and received by the Company, the terms of this Notice and Selling Securityholder Questionnaire, and the representations representations, warranties and warranties agreements contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives, and assignsassigns of the Company and the undersigned with respect to the Registrable Securities beneficially owned by the undersigned and listed in Item (3) above. This Notice and Selling Securityholder Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder (including its donees or and pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, in accordance with the Registration Rights Agreement, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder Securityholders will be responsible for underwriting discounts or commissions or agent's agent commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve cross or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging positions they assume. The undersigned Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- :______________________________________________________________________________________________ The undersigned Selling Securityholder acknowledges that it understands its obligation obligations to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration StatementAgreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsSecurityholder against certain liabilities. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law or by the staff of the Commission for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder shall be made in writing and pursuant to the Registration Rights AgreementAgreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery to the address set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 6 (9) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that if the Company notifies the undersigned that Shelf Registration Statement is not available, the undersigned will suspend use of the prospectus until notice from the Company that the prospectus is again available. Once this Selling Securityholder Questionnaire is executed by the undersigned and received by the Company, the terms of this Notice and Selling Securityholder Questionnaire, and the representations representations, warranties and warranties agreements contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives, and assignsassigns of the Company and the undersigned with respect to the Registrable Securities beneficially owned by the undersigned and listed in Item (3) above. This Notice and Selling Securityholder Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. The Selling Securityholder may pledge or grant a security interest in some or all of the Registrable Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling securityholder for purposes of the prospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations)) and the provisions of the Securities Act of 1933, as amended, relating to prospectus delivery, in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsagainst liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant at the address set forth below. In the event any Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to GATX, the Selling Securityholder will notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company without independent investigation or inquiry in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) Selling Securityholder intends to distribute the Registrable Transfer Restricted Securities listed above in Item 3 pursuant to the Registration Statement (c) only as follows (if at all): such Registrable Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, brokerBroker-dealers Dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Transfer Restricted Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Transfer Restricted Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with brokerBroker-dealersDealers, which may in turn engage in short sales of the Registrable Securities, Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Registrable Transfer Restricted Securities to close out such short positions, or loan or pledge Registrable Transfer Restricted Securities to brokerBroker-dealers Dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Exchange Act") and the rules promulgated and regulations thereunder, andparticularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted Securities listed in Item (c) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of any such sale, represents, warrants the transfer of its rights and agrees that the information regarding the undersigned included in obligations under this Notice and QuestionnaireQuestionnaire and the Exchange and Registration Rights Agreement. By signing below, as it may the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (a) through (f) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be supplemented, shall be accurate relied upon by the Company in connection with the preparation of the Shelf Registration Statement and complete in all material respectsrelated Prospectus. In accordance with the undersignedSelling Securityholder's obligation under Section 3(d) and (f) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned Selling Securityholder agrees to notify the Company promptly notify Airways of any inaccuracies or changes in the information provided herein that which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effectivein effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing pursuant to the Registration Rights Agreement. By signing belowwriting, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation hand-delivery, first- class mail, or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.air courier guaranteeing overnight delivery as follows:

Plan of Distribution. Except as set forth below, the undersigned The Selling Securityholder (including its donees or and pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Registration Statement only in accordance with [the Plan of Distribution attached as follows (if at all): such Registrable Securities may be sold from time Annex A to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agentsRegistration Rights Agreement] ☐. If the Registrable Securities are sold through underwriters or broker-dealers, the The Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation obligations to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration StatementAgreement. The undersigned Selling Securityholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth thereinSecurityholder against certain liabilities. The undersigned hereby agrees that, in connection with In the event the Selling Securityholder transfers all or any sale portion of the Registrable Securities pursuant listed in Item (3) above after the date on which such information is provided to the Company such that such securities remain Registrable Securities under the Registration StatementRights Agreement, it will comply with the prospectus delivery requirements, if any, of Selling Securityholder agrees to notify the Securities Act of 1933, as amended (the "Securities Act"transferee(s) and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants the transfer of its rights and agrees that obligations under this Selling Securityholder Questionnaire and the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsRegistration Rights Agreement. In accordance with the undersigned's Selling Securityholder’s obligation under the Registration Rights Agreement to provide such information as may be required by law or by the staff of the Commission for inclusion in the Registration Statement regarding the undersignedStatement, the undersigned Selling Securityholder agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing to the Selling Securityholder pursuant to the Registration Rights AgreementAgreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery to the address set forth below. By signing below, the undersigned Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 6 (9) above and the inclusion of such information in the Registration Statement and the related prospectusProspectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Registration Statement and the related prospectusProspectus. By signing below, the undersigned agrees that if the Company notifies the undersigned that the Registration Statement is not available pursuant to the terms of the Registration Rights Agreement, the undersigned will suspend use of the Prospectus until notice from the Company that the Prospectus is again available. Once this Selling Securityholder Questionnaire is executed by the undersigned and received by the Company, the terms of this Notice and Selling Securityholder Questionnaire, and the representations representations, warranties and warranties agreements contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives, and assignsassigns of the Company and the undersigned with respect to the Registrable Securities beneficially owned by the undersigned and listed in Item (3) above. This Notice and Selling Securityholder Questionnaire shall be governed by and construed in all respects by accordance with the laws of the State of New YorkYork without regard to choice of laws or conflicts of laws provisions thereof that would require the application of the laws of any other jurisdiction.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Registrable Securities may be sold from time to time directly by the undersigned or, or alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services services, or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short Securities and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsagainst certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains Shelf Xxxxxxxxxxxx Xxxxxxxxx xxxains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agentsin accordance with the Registration Rights Agreement. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) ): (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging positions they assume. The undersigned Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions __________________________________________________ here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with Note: In no event will such method(s) of distribution take the provisions form of an underwritten offering of the Registrable Securities Exchange Act without the prior agreement of 1934, as amended, the Company and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New YorkTrust.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement or the Piggyback Registration, as applicable, only as follows (follows( if at all): such Registrable Securities may be sold from time to time directly by the undersigned or, or alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's ’s commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services services, or in the over-the-counter market, such as privately negotiated transactions, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short Securities and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration StatementStatement or the Piggyback Registration, as applicable. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its representations, warranties and obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways Sealed Air Corporation has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsSecurityholder against certain liabilities. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding or the undersignedPiggyback Registration, as applicable, the undersigned agrees to promptly notify Airways Sealed Air Corporation of any inaccuracies or changes in the information provided herein herein, including but not limited to, if required by law, the identity of any underwriter, broker-dealer or agent involved in the distribution of the Registrable Securities, that may occur subsequent to the date hereof at any time while the Shelf Registration Statement or the Piggyback Registration, as applicable, remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement or the Piggyback Registration, as applicable, and the related prospectus. The undersigned understands that such information will be relied upon by Airways Sealed Air Corporation in connection with the preparation or amendment of the Shelf Registration Statement or the Piggyback Registration, as applicable, and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned The Selling Securityholder (including its donees or and pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Registration Statement only in accordance with the Plan of Distribution attached as follows (if at all): such Registrable Securities may be sold from time Annex A to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agentsRegistration Rights Agreement. If the Registrable Securities are sold through underwriters or broker-dealers, the The Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation obligations to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration StatementAgreement. The undersigned Selling Securityholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth thereinSecurityholder against certain liabilities. The undersigned hereby agrees that, in connection with In the event the Selling Securityholder transfers all or any sale portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company other than pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of Selling Securityholder agrees to notify the Securities Act of 1933, as amended (the "Securities Act"transferee(s) and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants the transfer of its rights and agrees that obligations under this Selling Securityholder Questionnaire and the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsRegistration Rights Agreement. In accordance with the undersigned's Selling Securityholder’s obligation under the Registration Rights Agreement to provide such information as may be required by law or by the staff of the Commission for inclusion in the Registration Statement regarding the undersignedStatement, the undersigned Selling Securityholder agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time anytime while the Registration Statement remains effective. All notices hereunder shall be made in writing to the Selling Securityholder pursuant to the Registration Rights AgreementAgreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery to the address set forth below. By signing below, the undersigned Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 6 (9) above and the inclusion of such information in the Registration Statement and the related prospectusProspectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Registration Statement and the related prospectusProspectus. By signing below, the undersigned agrees that if the Company notifies the undersigned that the Registration Statement is not available pursuant to the terms of the Registration Rights Agreement, the undersigned will suspend use of the Prospectus until notice from the Company that the Prospectus is again available. Once this Selling Securityholder Questionnaire is executed by the undersigned and received by the Company, the terms of this Notice and Selling Securityholder Questionnaire, and the representations representations, warranties and warranties agreements contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives, and assignsassigns of the Company and the undersigned with respect to the Registrable Securities beneficially owned by the undersigned and listed in Item (3) above. This Notice and Selling Securityholder Questionnaire shall be governed by and construed in all respects by accordance with the laws of the State of New YorkFlorida without regard to choice of laws or conflicts of laws provisions thereof that would require the application of the laws of any other jurisdiction.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) Selling Securityholder intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement (3) only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's agents' commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with broker-broker- dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned :________________________________________________ __________________________________________________________________________ By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulationand regulations thereunder, particularly Regulation M thereunder (M. In the event that the Selling Securityholder transfers all or any successor rules or regulations), in connection with any offering portion of the Registrable Securities pursuant listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration StatementRights Agreement. The undersigned agrees that neither it nor any person acting on By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its behalf will engage in any transaction in violation answers to Items (1) through (6) above and the inclusion of such provisionsinformation in the Shelf Registration Statement and related Prospectus. The Selling Securityholder hereby acknowledges its obligations under understands that such information will be relied upon by the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, Company in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, preparation of the Securities Act of 1933, as amended (the "Securities Act") Shelf Registration Statement and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsrelated Prospectus. In accordance with the undersignedSelling Securityholder's obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned Selling Securityholder agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effectivein effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing pursuant to the Registration Rights Agreement. By signing belowwriting, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation hand-delivery, first-class mail, or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.air courier guaranteeing overnight delivery as follows:

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) Selling Securityholder intends to distribute the Registrable Transfer Restricted Securities listed above in Item 3 pursuant to the Registration Statement (3) only as follows (if at all): such Registrable Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Transfer Restricted Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Transfer Restricted Securities or otherwise, otherwise the undersigned Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Registrable Transfer Restricted Securities to close out such short positions, or loan or pledge Registrable Transfer Restricted Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulationand regulations thereunder, particularly Regulation M thereunder (M. In the event that the Selling Securityholder transfers all or any successor rules or regulations), portion of the Transfer Restricted Securities listed in connection with any offering of Registrable Securities pursuant Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration StatementRights Agreement. The undersigned agrees that neither it nor any person acting on By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its behalf will engage in any transaction in violation answers to Items (1) through (6) above and the inclusion of such provisionsinformation in the Shelf Registration Statement and related Prospectus. The Selling Securityholder hereby acknowledges its obligations under understands that such information will be relied upon by the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, Company in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, preparation of the Securities Act of 1933, as amended (the "Securities Act") Shelf Registration Statement and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsrelated Prospectus. In accordance with the undersignedSelling Securityholder's obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned Selling Securityholder agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effectivein effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing pursuant to the Registration Rights Agreement. By signing belowwriting, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation hand-delivery, first-class mail, or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.air courier guaranteeing overnight delivery as follows:

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Transfer Restricted Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Registrable ). Such Transfer Restricted Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Transfer Restricted Securities are sold through underwriters or broker-dealers, the Selling Securityholder Security Holder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) ): - on any national securities exchange or quotation service on which the Registrable Transfer Restricted Securities may be listed or quoted at the time of sale, (ii) ; - in the over-the-counter market, (iii) ; - in transactions otherwise than on such exchanges or services or in the over-the-counter market, ; or (iv) - through the writing of options. In connection with sales of the Registrable Transfer Restricted Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short Transfer Restricted Securities and deliver Registrable Transfer Restricted Securities to close out such short positions, or loan or pledge Registrable Transfer Restricted Securities to broker-dealers that in turn may sell such securities. Subject to any standstill agreement or other agreement provided by the undersigned in connection with an offering under the Shelf Registration Statement, the undersigned may also resell Transfer Restricted Securities in compliance with Rule 144 or another available exemption from the registration requirements of the Securities Act. State any exceptions here:________________________________________________ Note: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with In no event will such method(s) of distribution take the provisions form of an underwritten offering of the Transfer Restricted Securities Exchange Act of 1934, as amended, and without the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, prior agreement of the Securities Act of 1933Issuer. INSTRUCTIONS FOR DELIVERY OF QUESTIONNAIRE Please return the completed and executed Questionnaire to: Hanmi Financial Corporation 0000 Xxxxxxxx Xxxxxxxxx Xxxxx XX-X Xxx Xxxxxxx, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.Xxxxxxxxxx 00000 Attention: General Counsel Telephone: ___________ Facsimile: __________

Plan of Distribution. Except as set forth below, the undersigned (including Selling Securityholder(including its donees or pledgeespledges) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply comply, and agrees that it will comply, with the prospectus delivery and other provisions of the Securities Act and the Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulationand regulations thereunder, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. M. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons under certain circumstances as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth thereinagainst certain liabilities. The undersigned hereby agrees that, in connection with In the event that the Selling Securityholder transfers all or any sale portion of the Registrable Securities pursuant listed in Item 3 above after the date on which such information is provided to the Registration StatementCompany, it will comply with the prospectus delivery requirements, if any, of Selling Securityholder agrees to notify the Securities Act of 1933, as amended (the "Securities Act"transferee(s) and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants the transfer of its rights and agrees that the information regarding the undersigned included in obligations under this Notice and Questionnaire, as it may be supplemented, shall be accurate Questionnaire and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Shelf Registration Statement and the related prospectusProspectus. The undersigned Selling Securityholder understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing belowIn accordance with the Selling Securityholder's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned Selling Securityholder agrees that to promptly notify the terms Company of this Notice any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and Questionnaire, and pursuant to the representations and warranties contained herein, Registration Rights Agreement shall be binding onmade in writing, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging in positions they assume. The undersigned may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior approval of the Registrants. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration StatementAgreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Registrants of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 6 (6) above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Registrants in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Transfer Restricted Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Registrable ). Such Transfer Restricted Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Transfer Restricted Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) ): on any national securities exchange or quotation service on which the Registrable Transfer Restricted Securities may be listed or quoted at the time of sale, (ii) ; in the over-the-counter market, (iii) ; in transactions otherwise than on such exchanges or services or in the over-the-counter market, ; or (iv) through the writing of options. In connection with sales of the Registrable Transfer Restricted Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short Transfer Restricted Securities and deliver Registrable Transfer Restricted Securities to close out such short positions, or loan or pledge Registrable Transfer Restricted Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Transfer Restricted Securities without the prior agreement of the Issuer. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Issuer has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsagainst certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Issuer of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectusProspectus. The undersigned understands that such information will be relied upon by Airways the Issuer in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New YorkProspectus.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Registrable Such Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealersan Underwritten Offering, the Selling Securityholder will be responsible for (i) pay underwriting discounts and commissions and transfer taxes, if any, relating to the sale or commissions or agentdisposition of such Selling Securityholder's commissionsSecurities and (ii) reimburse the Company for any out-of-pocket expenses it reasonably incurs for performing any of its obligations under Sections 2(o), 2(r) and 2(s) of the Registration Rights Agreement in connection with such Underwritten Offering. In any offering under the Shelf Registratin Statement, each Selling Securityholder will reimburse the Company for any out-of-pocket expenses it reasonably incurs in connection with (i) the printing and delivery of prospectuses pursuant to Section 2(f) of the Registration Rights Agreement and (ii) the performance of its obligations under Section 2(q) of the Registration Right Agreement and will pay for all expenses payable in conenction with such Selling Securityholder's conversion of the Company's Ordinary Shares into American depositary shares. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short Securities and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.___________________________________________________________________________

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's ’s commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, market or (iv) through the writing of options. In connection with sales The Selling Securityholder may pledge or grant a security interest in some or all of the Registrable Securities or otherwiseowned by it and, if it defaults in the performance of its secured obligations, the undersigned pledgees or secured parties may enter into hedging transactions with broker-dealersoffer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate shares in other circumstances in which case the transferees, which may donees, pledgees or other successors in turn engage in short sales interest will be the Selling Securityholder for purposes of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securitiesprospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Note: In no event may such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of Digital Realty Trust, Inc. The undersigned acknowledges that it understands its obligation to comply with Company hereby advises the provisions Selling Securityholder of the following Compliance and Disclosure Interpretation of the Staff of the Division of Corporation Finance of the Securities and Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Commission available at hxxx://xxx.xxx.xxx/xxxxxxxxx/corpfin/guidance/sasinterp.htm regarding short selling: “Securities Act of 1933, as amended (the "Sections—Section 239. Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New YorkAct Section 5.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one more or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (ia) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (iib) in the over-the-counter market, (iiic) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (ivd) through the writing of options. In connection with sales of Under the Registrable Securities or otherwise, Purchase Agreement the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver not sell Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securitiesshort. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Shares without the prior agreement of the Company. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities the Shares pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersignedPurchase Agreement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, Check the undersigned following box confirming the intended plan of distribution of the Registrable Securities: ☐ The Selling Securityholder (including its donees or and pledgees) intends does not intend to distribute the Registrable Securities listed above in Item 3 above pursuant to the Shelf Resale Registration Statement only except as follows (if at all): such The Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's agents’ commissions. Such The Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i1) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, ; (ii2) in the over-the-counter market, ; (iii3) in transactions otherwise than on such exchanges or services or in the over-the-counter market, ; or (iv4) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of the hedging positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, positions or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. Notwithstanding anything to the contrary, in no event will the methods of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Borrower. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.exceptions:

Plan of Distribution. Except as set forth below, the undersigned (including Selling Securityholder(including its donees or pledgeespledges) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply comply, and agrees that it will comply, with the prospectus delivery and other provisions of the Securities Act and the Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulationand regulations thereunder, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. M. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons under certain circumstances as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth thereinagainst certain liabilities. The undersigned hereby agrees that, in connection with In the event that the Selling Securityholder transfers all or any sale portion of the Registrable Securities pursuant listed in Item 3 above after the date on which such information is provided to the Registration StatementCompany, it will comply with the prospectus delivery requirements, if any, of Selling Securityholder agrees to notify the Securities Act of 1933, as amended (the "Securities Act"transferee(s) and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants the transfer of its rights and agrees that the information regarding the undersigned included in obligations under this Notice and Questionnaire, as it may be supplemented, shall be accurate Questionnaire and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Shelf Registration Statement and the related prospectusProspectus. The undersigned Selling Securityholder understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing belowIn accordance with the Selling Securityholder’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned Selling Securityholder agrees that to promptly notify the terms Company of this Notice any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and Questionnaire, and pursuant to the representations and warranties contained herein, Registration Rights Agreement shall be binding onmade in writing, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

Plan of Distribution. Except as set forth below, the undersigned (including its permitted donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, or alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's ’s commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, to the extent permitted by law, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the United States Securities Exchange Act of 1934, as amended, amended and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsagainst certain liabilities. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectusoffering circular. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New Yorkoffering circular.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities registrable securities listed above in Item 3 (3) pursuant to the Registration Statement shelf registration statement (or any additional registration statement related thereto) only as follows (if at all): such Registrable Securities ). Such registrable securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, in accordance with the Registration Rights Agreement, broker-dealers or agents. If the Registrable Securities registrable securities are sold through underwriters or broker-dealers, the Selling Securityholder selling securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities registrable securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities registrable securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities registrable securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short registrable securities and deliver Registrable Securities registrable securities to close out such short positions, or loan or pledge Registrable Securities registrable securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.--------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- ---------------------------------------------------------------------

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement only as follows (if at all): such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ________________________________________________________________________________ ________________________________________________________________________________ The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) Selling Securityholder intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement (3) only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulationand regulations thereunder, particularly Regulation M thereunder (Rule 10b-6. In the event that the Selling Securityholder transfers all or any successor rules or regulations), in connection with any offering portion of the Registrable Securities pursuant listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration StatementRights Agreement. The undersigned agrees that neither it nor any person acting on By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its behalf will engage in any transaction in violation answers to Items (1) through (6) above and the inclusion of such provisionsinformation in the Shelf Registration Statement and related Prospectus. The Selling Securityholder hereby acknowledges its obligations under understands that such information will be relied upon by the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, Company in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, preparation of the Securities Act of 1933, as amended (the "Securities Act") Shelf Registration Statement and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsrelated Prospectus. In accordance with the undersignedSelling Securityholder's obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned Selling Securityholder agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effectivein effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing pursuant to the Registration Rights Agreement. By signing belowwriting, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation hand-delivery, first-class mail, or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.air courier guaranteeing overnight delivery as follows:

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, market or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- Note:In no event may such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of PRG. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisionsprovision. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways PRG has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsagainst certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways PRG of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registrant Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways PRG in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Transfer Restricted Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Registrable Such Transfer Restricted Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the Registrable Transfer Restricted Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Transfer Restricted Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Transfer Restricted Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Transfer Restricted Securities, short and deliver Registrable Transfer Restricted Securities to close out such short positions, or loan or pledge Registrable Transfer Restricted Securities to broker-dealers that in turn may sell such securities. The Selling Securityholder may pledge or grant security interest in some or all of the Transfer Restricted Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sale the Transfer Restricted Securities from time to time pursuant to the Prospectus. The Selling Securityholder also may transfer and donate shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling securityholder for purposes of the Prospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- Note: The Company's obligation to cooperate in an underwritten offering of the Transfer Restricted Securities is limited under Section 3(v) of the Registration Agreement. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations)) and the provisions of the Securities Act of 1933 relating to prospectus delivery, in connection with any offering of Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsagainst certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Transfer Restricted Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Registrable Such Transfer Restricted Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the Registrable Transfer Restricted Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Transfer Restricted Securities may be listed or quoted at the time of sale, (ii) in the over-over- the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Transfer Restricted Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Transfer Restricted Securities, short and deliver Registrable Transfer Restricted Securities to close out such short positions, or loan or pledge Registrable Transfer Restricted Securities to broker-dealers that in turn may sell such securities. The Selling Securityholder may pledge or grant security interest in some or all of the Transfer Restricted Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sale the Transfer Restricted Securities from time to time pursuant to the Prospectus. The Selling Securityholder also may transfer and donate shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling securityholder for purposes of the Prospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ Note: The Company's obligation to cooperate in an underwritten offering of the Transfer Restricted Securities is limited under Section 3(v) of the Registration Agreement. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations)) and the provisions of the Securities Act of 1933 relating to prospectus delivery, in connection with any offering of Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsagainst certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Regis- trable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging in positions they assume. The undersigned may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The undersigned acknowledges that it understands its obligation obligations to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth thereinherein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth thereinSecurityholder against certain liabilities. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant Pursuant to the Registration StatementRights Agreement, it will comply with the prospectus delivery requirementsSelling Securityholder is obligated to pay (a) all registration expenses to the extent the Company is prohibited by applicable Blue Sky laws from paying for or on behalf of such Selling Securityholder and (b) to the extent incurred by such Selling Stockholder, if anyall (i) legal fees, (ii) brokerage fees and sales commissions and (iii) out of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectspocket expenses. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, or alternatively, through underwriters, broker-dealers or agentsagents (with the prior agreement of the Company). If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, market or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short Securities and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsSecurityholder against certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (10) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder Security Holder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging positions they assume. The Selling Security holders may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. The Selling Security Holder may pledge or grant security interest in some or all of the Registrable Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Security Holder also may transfer and donate shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling security holder for purposes of the prospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with ______________________________________________________________________________________ ______________________________________________________________________________________ Note: In no event will such method(s) of distribution take the provisions form of an underwritten offering of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to without the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, prior agreement of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New YorkCompany.

Plan of Distribution. Except Pursuant to the Sales Agreement, entered into by and between the Company and AGP, AGP has agreed to act as set forth belowexclusive sales agent in connection with this offering of our Ordinary Shares pursuant to this prospectus supplement and the accompanying prospectus. AGP has agreed to use its commercially reasonable efforts to arrange for the sale of the Ordinary Shares offered hereby. Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, AGP may sell Ordinary Shares by any method permitted by law deemed to be an "at-the-market” equity offering as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through Nasdaq, the undersigned (including its donees existing trading market for our Ordinary Shares, sales made to or pledgees) intends to distribute the Registrable Securities listed above through a market maker other than on an exchange or otherwise, in Item 3 pursuant to the Registration Statement only as follows (if at all): such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more negotiated transactions at fixed prices, at prevailing market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law, including in privately negotiated transactions. We will pay AGP a commission of 3.0% of the gross proceeds from each sale. We also have agreed to reimburse AGP up to US $30,000 for its costs and expenses relating to the Sales Agreement, including legal expenses. In addition to such fees, in connection with periodic bringdowns of AGP’s due diligence and certain opinions, letters and certificates delivered under the Sales Agreement, we have agreed to pay AGP’s legal counsel up to an additional US $10,000 per year. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at varying prices determined at this time. We estimate that the time total expenses for the offering, excluding compensation and reimbursements payable to AGP under the terms of salethe Sales Agreement, will be approximately US $200,000. Settlement for sales of Ordinary Shares will occur on the second business day following the date on which any sales are made, or at negotiated priceson some other date that is agreed upon by us and AGP in connection with a particular transaction, in return for payment of the net proceeds to us. Such sales may There is no arrangement for funds to be effected received in transactions (which may involve block transactions) (i) on any national securities exchange an escrow, trust or quotation service on which similar arrangement. Sales of Ordinary Shares as contemplated in this prospectus supplement and the Registrable Securities may accompany prospectus will be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) settled through the writing facilities of optionsThe Depository Trust Company or by such other means as we and AGP may agree upon. In connection with sales of We have agreed to provide indemnification and contribution to AGP and specified persons against certain civil liabilities, including liabilities under the Registrable Securities or otherwiseAct, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), contribute to payments that AGP may be required to make in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation respect of such provisionsliabilities. The Selling Securityholder hereby acknowledges its obligations AGP will be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by them will be deemed to be underwriting discounts or commissions under the Registration Rights Agreement Securities Act. As an underwriter, AGP would be required to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, requirements of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunderExchange Act, andincluding, at the time of any such salewithout limitation, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation Rule 415(a)(4) under the Registration Rights Agreement Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares by the agent acting as principal. Under these rules and regulations, AGP: ● may not engage in any stabilization activity in connection with our securities; and ● may not bid for or purchase any of our securities or attempt to provide such information induce any person to purchase any of our securities, other than as may be required by law for inclusion permitted under the Exchange Act, until it has completed its participation in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways distribution. The offering of any inaccuracies or changes in the information provided herein that may occur subsequent our Ordinary Shares pursuant to the date hereof Sales Agreement will terminate upon the earlier of (i) the sale of all shares of our Ordinary Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement as permitted therein. Either we or the Sales Agent may terminate the Sales Agreement at any time upon ten (10) days' prior notice. AGP and its affiliates may in the future provide various investment banking, commercial banking and other financial services for us and our affiliates, for which services they may in the future receive customary fees. To the extent required by Regulation M, AGP will not engage in any market making activities involving our Ordinary Shares while the Registration Statement remains effectiveoffering is ongoing under this prospectus supplement and the accompany prospectus. All notices hereunder shall This prospectus supplement and the accompanying prospectus in electronic format may be made in writing pursuant available on a website maintained by AGP and AGP may distribute this prospectus supplement and the accompanying prospectus electronically. The foregoing does not purport to be a complete statement of the terms and conditions of the Sales Agreement. A copy of the Sales Agreement is included as an exhibit to the Registration Rights Agreement. By signing below, registration statement of which this prospectus supplement forms a part and incorporated by reference into the undersigned consents to the disclosure registration statement of the information contained herein in its answers to Items 1 through 6 above which this prospectus supplement and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New Yorkaccompanying prospectus form a part.

Plan of Distribution. Except as set forth below, Check the undersigned following box confirming the intended plan of distribution of the Registrable Securities: [_] The Selling Securityholder (including its donees or and pledgees) intends does not intend to distribute the Registrable Securities listed above in Item 3 above pursuant to the Shelf Resale Registration Statement only except as follows (if at all): such The Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's agents’ commissions. Such The Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i1) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, ; (ii2) in the over-the-counter market, ; (iii3) in transactions otherwise than on such exchanges or services or in the over-the-counter market, ; or (iv4) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of the hedging positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, positions or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. Notwithstanding anything to the contrary, in no event will the methods of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.exceptions:

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Shelf Registration Statement only as follows (if at all): such Registrable Such Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's agents’ commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging positions they assume. The undersigned may also sell Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Securities without the prior agreement of Casual Male in its sole discretion. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration StatementRights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder undersigned hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways Casual Male has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsagainst certain liabilities. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law (including interpretations of the staff of the Commission with which Casual Male is required to comply) for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways Casual Male of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. In particular, the undersigned agrees to promptly notify Casual Male if it sells or otherwise transfers any of the Securities other than pursuant to the Shelf Registration Statement. All notices to the beneficial owner hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to the Registration Rights Agreementundersigned at the address set forth in Item 1(b) of this Notice and Questionnaire. By signing below, the undersigned acknowledges that it is the beneficial owner of the Securities set forth herein, represents that the information provided herein is accurate, consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above this Notice and Questionnaire and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways Casual Male in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, Once this Notice and Questionnaire is executed by the undersigned agrees that beneficial owner and received by Casual Male, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives and assignsassigns of Casual Male and the undersigned beneficial owner. This Notice and Questionnaire Agreement shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-broker dealers or agents. If the Registrable Securities are sold through underwriters underwriters, broker dealers or broker-dealersagents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's agents' commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-over the counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-over the counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-broker dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging positions they assume. The undersigned may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-broker dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------- -------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of the Company. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.Securities

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgeesdonees, pledges, transferees and other successors in interest) intends to distribute the Registrable Securities listed above in Item 3 above pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder Security Holder will be responsible for underwriting discounts or commissions or agent's agents’ commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i1) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii2) in the over-the-counter market, (iii3) in transactions otherwise than on such exchanges or services or in the over-the-counter market, market or (iv4) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of the hedging positions they assume. The undersigned may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, positions or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. The Selling Security Holder may pledge or grant a security interest in some or all of the Registrable Securities owned by it, and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the Shelf Registration Statement. The Selling Security Holder also may transfer, donate, pledge or otherwise dispose of shares in other circumstances, in which case the transferees, donees, pledgees or other successors in interest will be the selling Security Holder for purposes of the Shelf Registration Statement to the extent permitted by the rules and regulations of the Securities and Exchange Commission. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with Note: In no event will such method(s) of distribution take the provisions form of an underwritten offering of the Registrable Securities Exchange Act without the prior agreement of 1934, as amended, the Company. The Company hereby advises each Selling Security Holder of the following Compliance and Disclosure Interpretation of the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any Division of Corporation Finance of the Commission: An issuer filed a Form S-3 registration statement for a secondary offering of Registrable Securities pursuant common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock ‘‘against the Registration Statementbox’’ and cover the short sale with registered shares after the effective date. The undersigned agrees issuer was advised that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, be sold at the time such sale is made. There would, therefore, be a violation of any such sale, represents, warrants and agrees that Section 5 if the information regarding shares were effectively sold prior to the undersigned included in effective date. By returning this Notice and Questionnaire, as it may the Selling Security Holder will be supplemented, shall deemed to be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure aware of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New Yorkforegoing interpretation.

Plan of Distribution. Except as set forth belowThe selling securityholder, including some of its transferees who may later hold its interest in the undersigned (including its donees or pledgees) intends securities covered by this prospectus and who are otherwise entitled to distribute resell the Registrable Securities listed above in Item 3 pursuant to securities using this prospectus, may sell the Registration Statement only as follows (if at all): such Registrable Securities may be sold securities covered by this prospectus from time to time directly in any legal manner selected by the undersigned orselling securityholder, alternatively, including directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling securityholder or the purchasers. If the Registrable Securities are sold through underwriters These discounts, concessions or commissions as to any particular underwriter, broker-dealersdealer or agent may be in excess of those customary in the types of transactions involved. The selling securityholder will act independently of us in making decisions with respect to the timing, manner and size of each sale of the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissionssecurities covered by this prospectus. Such Registrable Securities The selling securityholder has advised us that the securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market prices, at varying prices determined at the time of sale, or sale and/or at negotiated prices. Such These sales may be effected in transactions (which may involve block one or more transactions) (i) , including: • on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of saleNasdaq Stock Market, (ii) Inc.; • in the over-the-counter market, (iii) ; • in transactions otherwise than on such exchanges or services the Nasdaq Stock Market, Inc. or in the over-the-counter market; or • any combination of the foregoing. The selling securityholder has advised us that it has not entered into any agreements, arrangements or (ivunderstandings with any underwriter, broker-dealer or agent regarding the sale of its securities. However, we are required, under the registration rights agreement relating to the securities being sold under this prospectus, to enter into customary underwriting and other agreements in connection with the distribution of the securities under this prospectus, subject to some limitations. For more information regarding the registration rights agreement, see “Selling Securityholder—Relationships with the Selling Securityholder—Registration Rights Agreements.” The specific terms of any such underwriting or other agreement, if not included in this prospectus, will be disclosed in a supplement to this prospectus filed with the SEC under Rule 424(b) through under the writing Securities Act, or, if appropriate, a post-effective amendment to the registration statement of optionswhich this prospectus forms a part. The selling securityholder may sell any or all of the securities offered by it pursuant to this prospectus. In connection with sales addition, there can be no assurance that the selling securityholder will not transfer, devise or gift the securities by other means not described in this prospectus. There can be no assurance that the selling securityholder will sell any or all of the Registrable securities pursuant to this prospectus. In addition, any securities covered by this prospectus that qualify for sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus. The aggregate proceeds to the selling securityholder from the sale of the securities offered by it will be the purchase price of the securities less discounts and commissions, if any. If the securities are sold through underwriters or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales the selling securityholder will be responsible for underwriting discounts and commissions and/or agents’ commissions. We will not receive any of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securitiesproceeds from the sale of the securities covered by this prospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation In order to comply with the provisions securities laws of some states, if applicable, the securities may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the securities may not be sold unless they have been registered or qualified for sale or any exemption from registration or qualification requirements is available and is complied with. Any underwriters, broker-dealers or agents that participate in the sale of the securities may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Exchange Act Act. As a result, any profits on the sale of 1934the securities by the selling securityholder and any discounts, as amendedcommissions or concessions received by any such broker-dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. To the extent required, the securities to be sold, the names of the selling securityholder, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or document incorporated by reference into this prospectus or, if appropriate, a post-effective amendment to the rules thereunder relating registration statement of which this prospectus is a part. We have agreed to stock manipulationindemnify the selling securityholder and its directors, particularly Regulation M thereunder (officers and controlling persons against certain liabilities, including specified liabilities under the Securities Act, or any successor rules to contribute with respect to payments which the selling securityholder may be required to make in respect of such liabilities. The selling securityholder has agreed to indemnify us for liabilities arising under the Securities Act with respect to written information furnished to us by it or regulations), to contribute with respect to payments in connection with such liabilities. We have agreed to pay all of the costs, fees and expenses incident to our registration of the resale of the selling securityholders’ securities, excluding any offering legal fees of Registrable Securities the selling securityholder and commissions, fees and discounts of underwriters, brokers, dealers and agents. Under our registration rights agreement with the selling securityholder, we will use our commercially reasonable efforts to keep the registration statement of which this prospectus is a part continuously effective, subject to customary suspension periods, until the earlier of (i) the 30th day (90th day if this registration statement is on Form S-3) after such registration statement is initially declared effective and (ii) the date that there are no longer any securities covered by such registration statement. Our obligation to keep the registration statement to which this prospectus relates effective is subject to specified, permitted exceptions. In these cases, we may suspend offers and sales of the securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement registration statement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the which this prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New Yorkrelates.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, or alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short Securities and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------- -------------------------------------------------------------------------- -------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsSecurityholder against certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) Selling Securityholder intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement (3) only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions 2 Please answer “Yes” if any natural person, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (a) voting power which includes the power to vote, or to direct the voting of, such security; and/or, (b) investment power which includes the power to dispose, or to direct the disposition of, the Registrable Securities held by the Selling Securityholder. otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned Selling Securityholder acknowledges that it understands its obligation to comply comply, and agrees that it will comply, with the prospectus delivery and other provisions of the Securities Act and the Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulationand regulations thereunder, particularly Regulation M thereunder (or any successor rules or and regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing below, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth thereinSecurityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (9) above and the inclusion of such information in the Shelf Registration Statement and the Prospectus. The undersigned hereby agrees that, Selling Securityholder understands that such information will be relied upon by the Company in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, preparation of the Securities Act of 1933, as amended (the "Securities Act") Shelf Registration Statement and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsProspectus. In accordance with the undersigned's Selling Securityholder’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned Selling Securityholder agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder shall be made in writing and pursuant to the Registration Rights Agreement. By signing belowAgreement shall be made in writing, the undersigned consents by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery to the disclosure of address below. Once this Notice and Questionnaire is executed by the information contained herein in its answers to Items 1 through 6 above Selling Securityholder and received by the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing belowCompany, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives, and assignsassigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Notice and Questionnaire Agreement shall be governed in all respects by the laws of the State state of New YorkYork applicable to agreements made and to be performed in such state.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) Selling Securityholder intends to distribute the Registrable Transfer Restricted Securities listed above in Item 3 pursuant to the Registration Statement (c) only as follows (if at all): such Registrable Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, brokerBroker-dealers Dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Transfer Restricted Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Transfer Restricted Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with brokerBroker-dealersDealers, which may in turn engage in short sales of the Registrable Securities, Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Registrable Transfer Restricted Securities to close out such short positions, or loan or pledge Registrable Transfer Restricted Securities to brokerBroker-dealers Dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Exchange Act") and the rules promulgated and regulations thereunder, andparticularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted Securities listed in Item (c) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of any such sale, represents, warrants the transfer of its rights and agrees that the information regarding the undersigned included in obligations under this Notice and QuestionnaireQuestionnaire and the Exchange and Registration Rights Agreement. By signing below, as it may the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (a) through (f) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be supplemented, shall be accurate relied upon by the Company in connection with the preparation of the Shelf Registration Statement and complete in all material respectsrelated Prospectus. In accordance with the undersignedSelling Securityholder's obligation under Section 3(d) and (f) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned Selling Securityholder agrees to notify the Company promptly notify Airways of any inaccuracies or changes in the information provided herein that which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effectivein effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing pursuant to the Registration Rights Agreement. By signing belowwriting, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation hand-delivery, first-class mail, or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.air courier guaranteeing overnight delivery as follows:

Plan of Distribution. Except as set forth belowThe Selling Stockholder, including some of its transferees who may later hold its interest in the undersigned (including its donees or pledgees) intends securities covered by this prospectus and who are otherwise entitled to distribute resell the Registrable Securities listed above in Item 3 pursuant to securities using this prospectus, may sell the Registration Statement only as follows (if at all): such Registrable Securities may be sold securities covered by this prospectus from time to time directly in any legal manner selected by the undersigned orSelling Stockholder, alternatively, including directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholder or the purchasers. If the Registrable Securities are sold through underwriters These discounts, concessions or commissions as to any particular underwriter, broker-dealersdealer or agent may be in excess of those customary in the types of transactions involved. The Selling Stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale of the securities covered by this prospectus. The Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities Stockholder has advised us that the securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market prices, at varying prices determined at the time of sale, or sale and/or at negotiated prices. Such These sales may be effected in transactions (which may involve block one or more transactions) (i) , including: - on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) Nasdaq National Market - in the over-the-counter market, (iii) ; - in transactions otherwise than on such exchanges or services the Nasdaq National Market or in the over-the-counter market; or - any combination of the foregoing. The Selling Stockholder has advised us that it has not entered into any agreements, arrangements or (ivunderstandings with any underwriter, broker-dealer or agent regarding the sale of its securities. However, we may be required, under the registration rights agreement relating to the securities being sold under this prospectus, to enter into customary underwriting and other agreements in connection with the distribution of the securities under this prospectus, subject to some limitations. For more information regarding the registration rights agreement, see "Selling Stockholders--Relationships with the Selling Stockholders--Registration Rights Agreement." The specific terms of any such underwriting or other agreement will be disclosed in a supplement to this prospectus filed with the SEC under Rule 424(b) through under the writing Securities Act, or, if appropriate, a post-effective amendment to the registration statement of optionswhich this prospectus forms a part. The Selling Stockholder may sell any or all of the securities offered by it pursuant to this prospectus. In connection with sales addition, there can be no assurance that the Selling Stockholder will not transfer, devise or gift the securities by other means not described in this prospectus. There can be no assurance that the Selling Stockholder will sell any or all of the Registrable securities pursuant to this prospectus. In addition, any securities covered by this prospectus that qualify for sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus. The aggregate proceeds to the Selling Stockholder from the sale of the securities offered by it will be the purchase price of the securities less discounts and commissions, if any. If the securities are sold through underwriters or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales the Selling Stockholder will be responsible for underwriting discounts and commissions and/or agent's commissions. We will not receive any of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securitiesproceeds from the sale of the securities covered by this prospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation In order to comply with the provisions securities laws of some states, if applicable, the securities may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the securities may not be sold unless they have been registered or qualified for sale or any exemption from registration or qualification requirements is available and is complied with. Any underwriters, broker-dealers or agents that participate in the sale of the securities may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Exchange Act Act. As a result, any profits on the sale of 1934the securities by the Selling Stockholder and any discounts, as amendedcommissions or concessions received by any such broker-dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. To the extent required, the securities to be sold, the name of the Selling Stockholder, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the rules thereunder relating registration statement of which this prospectus is a part. We have agreed to stock manipulationindemnify the Selling Stockholder and its directors, particularly Regulation M thereunder (officers and controlling persons against certain liabilities, including specified liabilities under the Securities Act, or any successor rules to contribute with respect to payments which the Selling Stockholder may be required to make in respect of such liabilities. The Selling Stockholder has agreed to indemnify us for liabilities arising under the Securities Act with respect to written information furnished to us by it or regulations), to contribute with respect to payments in connection with such liabilities. We have agreed to pay all of the costs, fees and expenses incident to our registration of the resale of the Selling Stockholder's securities, excluding any offering legal fees of Registrable Securities the Selling Stockholder and commissions, fees and discounts of underwriters, brokers, dealers and agents. Under our registration rights agreement with the Selling Stockholder, we will use our reasonable efforts to keep the registration statement of which this prospectus is a part continuously effective, subject to customary suspension periods, until the earlier of ninety days from the effective date of such registration statement and the date on which the last of the securities covered by the registration statement are sold. Our obligation to keep the registration statement to which this prospectus relates effective is subject to specified, permitted exceptions. In these cases, we may suspend offers and sales of the securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement registration statement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the which this prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New Yorkrelates.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, or alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's ’s commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, market or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short Securities and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsSecurityholder against certain liabilities. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its the undersigned’s donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder undersigned will be responsible for underwriting discounts or commissions or agent's agents’ commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of optionsoptions or any other method permitted by law. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealersdealers or others, which who may in turn engage in short sales of of, or other hedging transactions involving, the Registrable Securities, Securities or the shares of Common Stock in the course of hedging positions they assume. The undersigned may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that or others who in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of the Company. The undersigned acknowledges that it understands its the undersigned’s obligation to comply with the applicable prospectus delivery and other provisions of the Securities Act, provisions of the Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulationand regulations thereunder, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering or sale of Registrable Securities pursuant to the Registration StatementSubscription Agreement. The undersigned agrees that neither it nor the undersigned will not, and will not instruct any person acting on its the undersigned’s behalf will to, engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under If the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to undersigned transfers all or any portion of the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant listed in Item (3) above after the date of this Questionnaire, the undersigned agrees to notify the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act"transferee(s) and the rules promulgated thereunder, and, at the time of any the transfer of such sale, represents, warrants transferee(s) rights and agrees that obligations under this Questionnaire and the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsSubscription Agreement. In accordance with the undersigned's ’s obligation under the Registration Rights Subscription Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the a Shelf Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned acknowledges that the undersigned has executed the Subscription Agreement for, or is, the beneficial owner of the Registrable Securities set forth herein, represents that the information provided herein is accurate, consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above Sections 1(a) and (c), 2, 3 and 4(c)(A)(i) this Questionnaire and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that the Company will rely on such information will be relied upon by Airways in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms prospectus and any filing of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New Yorka new Shelf Registration Statement.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) Selling Securityholder intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement (3) only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short Securities and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securitiesRegistrable Securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with _______________________________________________ Note: In no event may such method(s) of distribution take the provisions form of an underwritten offering of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to without the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, prior agreement of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New YorkCompany.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows in accordance with the following principles (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, or alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ________________________________________________________________________________ ________________________________________________________________________________ Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsagainst certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder Security Holder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging positions they assume. The Selling Security holders may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. The Selling Security Holder may pledge or grant security interest in some or all of the Registrable Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Security Holder also may transfer and donate shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling security holder for purposes of the prospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with Note: In no event will such method(s) of distribution take the provisions form of an underwritten offering of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to without the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, prior agreement of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New YorkCompany.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's agents’ commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging positions they assume. The undersigned may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration StatementRights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsSecurityholder against certain liabilities. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) Selling Securityholder intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement (3) only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's agents' commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned _______________________________________________ __________________________________________________________________________ By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulationand regulations thereunder, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. M. The undersigned Selling Securityholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The In the event that the Selling Securityholder hereby acknowledges its obligations under transfers all or any portion of the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant Registrable Securities listed in Item (3) above after the date on which such information is provided to the Registration Rights AgreementCompany, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby Securityholder agrees that, in connection with any sale of Registrable Securities pursuant to notify the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act"transferee(s) and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants the transfer of its rights and agrees that the information regarding the undersigned included in obligations under this Notice and QuestionnaireQuestionnaire and the Exchange and Registration Rights Agreement. By signing below, as it may the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be supplemented, shall be accurate relied upon by the Company in connection with the preparation of the Shelf Registration Statement and complete in all material respectsrelated Prospectus. In accordance with the undersignedSelling Securityholder's obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned Selling Securityholder agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effectivein effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing pursuant to the Registration Rights Agreement. By signing belowwriting, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation hand-delivery, first-class mail, or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.air courier guaranteeing overnight delivery as follows:

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Shelf Registration Statement only as follows (if at all): (a) such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If ; (b) if the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's agents’ commissions. Such ; (c) such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such ; and (d) such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, market or (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of FiberTower (to the extent required and pursuant to the terms of the Registration Rights Agreement). The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration StatementRights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder undersigned beneficial owner and selling securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons against certain liabilities as set forth therein. Pursuant to the Registration Rights Agreement, Airways FiberTower has agreed under certain circumstances to indemnify the undersigned beneficial owner and hold harmless the Selling Securityholders selling securityholder against certain liabilities as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's ’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways FiberTower of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the a Shelf Registration Statement remains effective. All notices to the beneficial owner hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to the Registration Rights Agreementundersigned at the address set forth in Item 1(b) of this Notice and Questionnaire. By signing below, the undersigned acknowledges that it is the beneficial owner of the Registrable Securities set forth herein, represents that the information provided herein is accurate, consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above this Notice and Questionnaire and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways FiberTower in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectusprospectus and any filing of a new Shelf Registration Statement. By signing below, Once this Notice and Questionnaire is executed by the undersigned agrees that beneficial owner and received by FiberTower, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives and assignsassigns of FiberTower and the undersigned beneficial owner. This Notice and Questionnaire agreement shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Resale Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder Security Holder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short Securities and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- NOTE: IN NO EVENT MAY METHOD(S) OF DISTRIBUTION TAKE THE FORM OF AN UNDERWRITTEN OFFERING OF THE REGISTRABLE SECURITIES WITHOUT THE PRIOR WRITTEN AGREEMENT OF NEXTEL. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Resale Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways Nextel has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsSecurity Holders against certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Resale Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways Nextel of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Resale Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant at the address set forth below. In the event that the Selling Security Holder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to Nextel, the Selling Security Holder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Resale Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways Nextel without independent investigation or inquiry in connection with the preparation or amendment of the Resale Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) Selling Securityholder intends to distribute the Registrable Transfer Restricted Securities listed above in Item 3 pursuant to the Registration Statement (3) only as follows (if at all): such Registrable Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Transfer Restricted Securities or otherwise, the undersigned Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Registrable Transfer Restricted Securities to close out such short positions, or loan or pledge Registrable Transfer Restricted Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulationand regulations thereunder, particularly Regulation M thereunder (M. In the event that the Selling Securityholder transfers all or any successor rules or regulations), portion of the Transfer Restricted Securities listed in connection with any offering of Registrable Securities pursuant Item (3) above after the date on which such information is provided to the Issuers, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration StatementRights Agreement. The undersigned agrees that neither it nor any person acting on By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its behalf will engage in any transaction in violation answers to Items (1) through (6) above and the inclusion of such provisionsinformation in the Shelf Registration Statement and related Prospectus. The Selling Securityholder hereby acknowledges its obligations under understands that such information will be relied upon by the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, Issuers in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, preparation of the Securities Act of 1933, as amended (the "Securities Act") Shelf Registration Statement and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsrelated Prospectus. In accordance with the undersigned's Selling Securityholder’s obligation under Section 3(b) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned Selling Securityholder agrees to promptly notify Airways the Issuers of any inaccuracies or changes in the information provided herein that which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effectivein effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing pursuant to the Registration Rights Agreement. By signing belowwriting, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation hand-delivery, first-class mail, or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.air courier guaranteeing overnight delivery as follows:

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Transfer Restricted Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Registrable Such Transfer Restricted Securities may be sold from time to time directly by the undersigned or, or alternatively, through underwriters, broker-dealers or agents. If the Registrable Transfer Restricted Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or and commissions or and/or agent's commissions. Such Registrable Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve cresses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Transfer Restricted Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Transfer Restricted Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Registrable Transfer Restricted Securities to close out such short positions, or loan or pledge Registrable Transfer Restricted Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Transfer Restricted Securities without the prior agreement of the Company. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsagainst certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder shall be made in writing and pursuant to the Registration Rights AgreementAgreement shall be made in writing, by hand delivery, first-class mail or air courier guaranteeing overnight delivery at the address set forth below. In the absence of any such notification, the Company shall be entitled to continue to rely on the accuracy of the information in this Notice and Questionnaire. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectusProspectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation preparation, amendment or amendment supplementation of the Shelf Registration Statement and the related prospectusProspectus. By signing below, the undersigned agrees that the The terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding onupon, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives, and assignsassigns of the Company and the Selling Securityholder with respect to the Transfer Restricted Securities beneficially owned by the Selling Securityholder and listed in Item (3) above. This Notice and Questionnaire agreement shall be governed by, and construed and enforced in all respects by accordance with, the laws of the State of New York applicable to contracts made in the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, market or (iv) through the writing of options. In connection with sales The Selling Securityholder may pledge or grant a security interest in some or all of the Registrable Securities or otherwiseowned by it and, if it defaults in the performance of its secured obligations, the undersigned pledgees or secured parties may enter into hedging transactions with broker-dealersoffer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate shares in other circumstances in which case the transferees, which may donees, pledgees or other successors in turn engage in short sales interest will be the selling Securityholder for purposes of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securitiesprospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with Note: In no event may such method(s) of distribution take the provisions form of an underwritten offering of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant without the prior agreement of Clearwire Corporation (which agreement shall not be unreasonably withheld, conditioned or delayed). By returning this Questionnaire, the selling securityholder will be deemed to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, be aware of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsforegoing interpretation. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.694085-TORSR01A - MSW

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. The Selling Securityholder may pledge or grant a security interest in some or all of the Registrable Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling securityholder for purposes of the prospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.___________________________________________________________________________

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Transfer Restricted Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Registrable ). Such Transfer Restricted Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Transfer Restricted Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) ): on any national securities exchange or quotation service on which the Registrable Transfer Restricted Securities may be listed or quoted at the time of sale, (ii) ; in the over-the-counter market, (iii) ; in transactions otherwise than on such exchanges or services or in the over-the-counter market, ; or (iv) through the writing of options. In connection with sales of the Registrable Transfer Restricted Securities or otherwise, the undersigned may enter into hedging transactions with broker-broker- dealers, which may in turn engage in short sales of the Registrable Securities, short Transfer Restricted Securities and deliver Registrable Transfer Restricted Securities to close out such short positions, or loan or pledge Registrable Transfer Restricted Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Transfer Restricted Securities without the prior agreement of the Issuer. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Issuer has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsagainst certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Issuer of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectusProspectus. The undersigned understands that such information will be relied upon by Airways the Issuer in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New YorkProspectus.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, or alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated pricesprice. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short Securities and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules Rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules Rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsSecurityholder against certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant to at the Registration Rights Agreementaddress set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealersdealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. The Selling Securityholder may pledge or grant a security interest in some or all of the Registrable Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling securityholder for purposes of the prospectus. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ------------------------------------------------------------------ ------------------------------------------------------------------ Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations)) and the provisions of the Securities Act of 1933, as amended, relating to prospectus delivery, in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways the Company has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsagainst liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant at the address set forth below. In the event any Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the Selling Securityholder will notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 items (1) through 6 (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Company without independent investigation or inquiry in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of hedging positions they assume. The undersigned may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- --------------------------------------------------- ----------------------------------------------------------------------------- Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of The Radian Group. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration StatementRights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways Radian Group has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsSecurityholder against certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways Radian Group of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing pursuant at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to Radian Group, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure of the information contained herein in in, its answers to Items 1 through 6 above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways Radian Group in connection with the preparation of amendment or amendment of the Shelf Registration Statement and the related prospectus. By signing below, Once this Notice and Questionnaire is executed by the undersigned agrees that and received by Radian Group, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' the respective successors successors, heirs, personal representatives, and assignsassigns of Radian Group and the undersigned with respect to the Registrable Securities Beneficially owned by the undersigned and listed in Item 3 above. This Notice and Questionnaire Agreement shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 (3) pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- _______________________________________________ _______________________________________________ _______________________________________________ Note: In no event may such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Issuers and an undertaking by the Selling Securityholder to pay certain expenses related to such offering. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisionsprovision. The Selling Securityholder hereby acknowledges that there may be "black out" periods during which Registrable Securities may not be sold pursuant to the Shelf Registration Statement, as set forth in the Registration Rights Agreement. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has the Issuers have agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, at the time of any such sale, represents, warrants and agrees that the information regarding the undersigned included in this Notice and Questionnaire, as it may be supplemented, shall be accurate and complete in all material respectsagainst certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement regarding the undersignedStatement, the undersigned agrees to promptly notify Airways the Issuers of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices to the Issuers hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. All notices to the undersigned pursuant to the Registration Rights AgreementAgreement shall be made in writing at the address set forth in paragraph 2, or any other address given to the Issuers by notice from the undersigned. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 (1) through 6 (6) above or provided by the undersigned as contemplated by the immediately preceding paragraph and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways the Issuers in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned (including its donees or pledgeesdonees, pledges, transferees and other successors in interest) intends to distribute the Registrable Securities listed above in Item 3 above pursuant to the Shelf Registration Statement only as follows (if at all): such Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters or underwriters, broker-dealersdealers or agents, the Selling Securityholder Security Holder will be responsible for underwriting discounts or commissions or agent's agents’ commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i1) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii2) in the over-the-counter market, (iii3) in transactions otherwise than on such exchanges or services or in the over-the-counter market, market or (iv4) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities, Securities in the course of the hedging positions they assume. The undersigned may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, positions or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. The Selling Security Holder may pledge or grant a security interest in some or all of the Registrable Securities owned by it, and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the Shelf Registration Statement. The Selling Security Holder also may transfer, donate, pledge or otherwise dispose of shares in other circumstances, in which case the transferees, donees, pledgees or other successors in interest will be the selling Security Holder for purposes of the Shelf Registration Statement to the extent permitted by the rules and regulations of the Securities and Exchange Commission. State any exceptions here: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The undersigned acknowledges that it understands its obligation to comply with __________________________________________________________________________________________ __________________________________________________________________________________________ Note: In no event will such method(s) of distribution take the provisions form of an underwritten offering of the Registrable Securities Exchange Act without the prior agreement of 1934, as amended, the Company. The Company hereby advises each Selling Security Holder of the following Compliance and Disclosure Interpretation of the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any Division of Corporation Finance of the Commission: An issuer filed a Form S-3 registration statement for a secondary offering of Registrable Securities pursuant common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock ‘‘against the Registration Statementbox’’ and cover the short sale with registered shares after the effective date. The undersigned agrees issuer was advised that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Airways has agreed under certain circumstances to indemnify and hold harmless the Selling Securityholders as set forth therein. The undersigned hereby agrees that, in connection with any sale of Registrable Securities pursuant to the Registration Statement, it will comply with the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act") and the rules promulgated thereunder, and, be sold at the time such sale is made. There would, therefore, be a violation of any such sale, represents, warrants and agrees that Section 5 if the information regarding shares were effectively sold prior to the undersigned included in effective date. By returning this Notice and Questionnaire, as it may the Selling Security Holder will be supplemented, shall deemed to be accurate and complete in all material respects. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement regarding the undersigned, the undersigned agrees to promptly notify Airways of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder shall be made in writing pursuant to the Registration Rights Agreement. By signing below, the undersigned consents to the disclosure aware of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by Airways in connection with the preparation or amendment of the Registration Statement and the related prospectus. By signing below, the undersigned agrees that the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by Airways' respective successors and assigns. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New Yorkforegoing interpretation.