Common use of Plan of Distribution Clause in Contracts

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 The Selling Securityholder (including its donees and pledgees) intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only pursuant to the Registration Statement in accordance with the Plan of Distribution attached as follows (if at all): Such Transfer Restricted Securities may be sold from time Annex A to time directly by the undersigned Registration Rights Agreement. The Selling Securityholder oracknowledges that it understands its obligations to comply with the provisions of the Securities Exchange Act of 1934, alternativelyas amended, through underwritersand the rules thereunder relating to stock manipulation, broker-dealers particularly Regulation M thereunder (or agentsany successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Agreement. Such Transfer Restricted The Selling Securityholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Securityholder against certain liabilities. In the event the Selling Securityholder transfers all or any portion of the Registrable Securities may be sold listed in one or more transactions at fixed pricesItem (3) above after the date on which such information is provided to the Company other than pursuant to the Registration Statement, at prevailing market prices the Selling Securityholder agrees to notify the transferee(s) at the time of sale, at varying prices determined at the time transfer of sale, or at negotiated pricesits rights and obligations under this Selling Securityholder Questionnaire and the Registration Rights Agreement. Such sales In accordance with the Selling Securityholder’s obligation under the Registration Rights Agreement to provide such information as may be effected in transactions (which may involve crosses required by law or block transactions) (i) on any national securities exchange or quotation service on which by the Registered Securities may be listed or quoted at staff of the time of sale, (ii) Commission for inclusion 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 Transfer Restricted Securities or otherwiseRegistration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may enter into hedging transactions with brokeroccur subsequent to the date hereof at anytime while the Registration Statement remains effective. All notices to the Selling Securityholder pursuant to the Registration Rights Agreement shall be made in writing, by hand-dealersdelivery, which may in turn engage in short sales first-class mail, or air courier guaranteeing overnight delivery to the address set forth below. By signing below, the Selling Securityholder consents to the disclosure of the Transfer Restricted Securities information contained herein in its answers to Items (1) through (9) above and the inclusion of such information in the course of hedging Registration Statement and the positions they assumerelated Prospectus. The undersigned understands that such information will be relied upon by 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 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 may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder undersigned and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (undersigned with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder the undersigned and listed in Item (3) above). This Agreement 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 Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): Such Transfer Restricted such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, or alternatively through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters, broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent’s commissions. Such Transfer Restricted 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 Registered 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 Transfer Restricted Securities or otherwise, the The Selling Securityholder may enter into hedging transactions with broker-dealers, which may pledge or grant a security interest in turn engage in short sales some or all of the Transfer Restricted Registrable Securities owned by it and, if it defaults in the course performance of hedging its secured obligations, the positions they assumepledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may also sell Transfer Restricted Securities short transfer and deliver Transfer Restricted Securities to close out such short positionsdonate shares in other circumstances in which case the transferees, donees, pledgees or loan or pledge Transfer Restricted Securities to broker-dealers that other successors in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by interest will be the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns for purposes of the Company, the Guarantors and prospectus. The Company hereby advises the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws of the State following Compliance and Disclosure Interpretation of New Yorkthe Staff of the Division of Corporation Finance of the Securities and Exchange Commission available at xxxx://xxx.xxx.xxx/divisions/corpfin/guidance/sasinterp.htm regarding short selling: “Securities Act Sections—Section 239. Securities Act Section 5.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): ). 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 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 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 Registered 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 ; or (iv) through the writing of options. In connection with sales of the Transfer Restricted Securities or otherwise, the Selling Securityholder undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i. State any exceptions here: Note: In no event will such method(s) To of distribution take the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms form of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit an underwritten offering of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by without the prior agreement of the Issuer. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Exchange Act 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 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 listed hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Issuer has agreed under certain circumstances to indemnify the Selling Securityholders 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 Item (3) above)the Shelf Registration Statement, the undersigned agrees to promptly notify 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. This All notices hereunder and pursuant to the Registration Rights Agreement shall be governed made in all respects writing 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 information in the Shelf Registration Statement and the related Prospectus. The undersigned understands that such information will be relied upon by the laws Issuer in connection with the preparation or amendment of the State of New YorkShelf Registration Statement and the related Prospectus.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): Such Transfer Restricted such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, or alternatively through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters, broker-dealers or agents, the Selling Securityholder shall be responsible for underwriting discounts or commissions or agent’s commissions. Such Transfer Restricted 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 crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered 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 Transfer Restricted Securities or otherwise, the The Selling Securityholder may enter into hedging transactions with broker-dealers, which may pledge or grant a security interest in turn engage in short sales some or all of the Transfer Restricted Registrable Securities owned by it and, if it defaults in the course performance of hedging its secured obligations, the positions they assumepledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may also sell Transfer Restricted Securities short transfer and deliver Transfer Restricted Securities to close out such short positionsdonate shares in other circumstances in which certain cases the transferees, donees, pledgees or loan or pledge Transfer Restricted Securities to broker-dealers that other successors in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, interest shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns selling Securityholder for purposes of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above)prospectus. This Agreement shall be governed in all respects by the laws of the State of New York.any exceptions here:

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted 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 Registered 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantorsor Host REIT: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counselHost REIT, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Host REIT and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 The Selling Securityholder (including its donees and pledgees) intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only pursuant to the Registration Statement in accordance with the Plan of Distribution attached as follows (if at all): Such Transfer Restricted Securities may be sold from time Annex A to time directly by the undersigned Registration Rights Agreement. The Selling Securityholder oracknowledges that it understands its obligations to comply with the provisions of the Securities Exchange Act of 1934, alternativelyas amended, through underwritersand the rules thereunder relating to stock manipulation, broker-dealers particularly Regulation M thereunder (or agentsany successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Agreement. Such Transfer Restricted The Selling Securityholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Securityholder against certain liabilities. In the event the Selling Securityholder transfers all or any portion of the Registrable Securities may be sold listed in one or more transactions at fixed pricesItem (3) above after the date on which such information is provided to the Company other than pursuant to the Registration Statement, at prevailing market prices the Selling Securityholder agrees to notify the transferee(s) at the time of sale, at varying prices determined at the time transfer of sale, or at negotiated pricesits rights and obligations under this Selling Securityholder Questionnaire and the Registration Rights Agreement. Such sales In accordance with the Selling Securityholder’s obligation under the Registration Rights Agreement to provide such information as may be effected in transactions (which may involve crosses required by Law or block transactions) (i) on any national securities exchange or quotation service on which by the Registered Securities may be listed or quoted at staff of the time of sale, (ii) Commission for inclusion 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 Transfer Restricted Securities or otherwiseRegistration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may enter into hedging transactions with brokeroccur subsequent to the date hereof at anytime while the Registration Statement remains effective. All notices to the Selling Securityholder pursuant to the Registration Rights Agreement shall be made in writing, by hand-dealersdelivery, which may in turn engage in short sales first-class mail, or air courier guaranteeing overnight delivery to the address set forth below. By signing below, the Selling Securityholder consents to the disclosure of the Transfer Restricted Securities information contained herein in its answers to Items (1) through (9) above and the inclusion of such information in the course of hedging Registration Statement and the positions they assumerelated Prospectus. The undersigned understands that such information will be relied upon by 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 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 may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder undersigned and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (undersigned with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder the undersigned and listed in Item (3) above). This Agreement 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 The Selling Securityholder (including its donees and pledgees) intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only pursuant to the Registration Statement in accordance with [the Plan of Distribution attached as follows (if at all): Such Transfer Restricted Securities may be sold from time Annex A to time directly by the undersigned Registration Rights Agreement] [ ]. The Selling Securityholder oracknowledges that it understands its obligations to comply with the provisions of the Securities Exchange Act of 1934, alternativelyas amended, through underwritersand the rules thereunder relating to stock manipulation, broker-dealers particularly Regulation M thereunder (or agentsany successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Agreement. Such Transfer Restricted The Selling Securityholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Securityholder against certain liabilities. In the event the Selling Securityholder transfers all or any portion of the Registrable Securities may be sold listed in one or more transactions at fixed pricesItem (3) above after the date on which such information is provided to the Company such that such securities remain Registrable Securities under the Registration Rights Agreement, at prevailing market prices the Selling Securityholder agrees to notify the transferee(s) at the time of sale, at varying prices determined at the time transfer of sale, or at negotiated pricesits rights and obligations under this Selling Securityholder Questionnaire and the Registration Rights Agreement. Such sales In accordance with the Selling Securityholder’s obligation under the Registration Rights Agreement to provide such information as may be effected in transactions (which may involve crosses required by law or block transactions) (i) on any national securities exchange or quotation service on which by the Registered Securities may be listed or quoted at staff of the time of sale, (ii) Commission for inclusion 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 Transfer Restricted Securities or otherwiseRegistration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may enter into hedging transactions with brokeroccur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices to the Selling Securityholder pursuant to the Registration Rights Agreement shall be made in writing, by hand-dealersdelivery, which may in turn engage in short sales first-class mail, or air courier guaranteeing overnight delivery to the address set forth below. By signing below, the Selling Securityholder consents to the disclosure of the Transfer Restricted Securities information contained herein in its answers to Items (1) through (9) above and the inclusion of such information in the course of hedging Registration Statement and the positions they assumerelated Prospectus. The undersigned understands that such information will be relied upon by 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 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 may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder undersigned and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (undersigned with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder the undersigned and listed in Item (3) above). This Agreement 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 Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted 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 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities. (i) To the Company: Pogo Producing Company and the Guarantors:0 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: General Counsel (ii) With with a copy to: Xxxxx Xxxxx L.L.P. Xxx Xxxxx Xxxxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxxxx Xxxxxx Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) III pursuant to the Shelf Registration Statement only as follows (if at all): ). 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 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 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) ): 1. on any national securities exchange or quotation service on which the Registered Transfer Restricted Securities may be listed or quoted at the time of sale, (ii) ; 2. in the over-the-counter market, (iii) ; 3. in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) ; or 4. through the writing of options. In connection with sales of the Transfer Restricted Securities or otherwise, the Selling Securityholder undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. . State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees it will comply, with the prospectus delivery requirements and other provisions of the Securities Act and Exchange Act and the respective rules and regulations promulgated thereunder, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Transfer Restricted Securities pursuant to the Shelf Registration Statement. If the Selling Securityholder transfers all or any portion of the Transfer Restricted Securities listed in Item III 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 and agrees to deliver a notice of such transfer to the Trustee and the Company (i) To in the Company case of a transfer of the Notes or the shares of Common Stock issuable upon conversion of the Notes, in substantially the form attached as Exhibit 1 to this Notice and the Guarantors: Questionnaire, or (ii) With in the case of a copy to: transfer of shares of Common Stock issuable upon conversion of the Warrants, in substantially the form attached as Exhibit 2 to this Notice and Questionnaire. By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items I through VI above and the inclusion of such information in the Shelf Registration Statement and the related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related Prospectus. In 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 Selling Securityholder agrees to promptly notify 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 at the address set forth below. Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 and shall be enforceable by the respective successors, heirs, personal representatives, representatives and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) III above). This Agreement It shall be governed by, and construed in all respects by accordance with, the laws of the State of New YorkYork without regard to the conflict of laws provisions thereof.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): ). 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 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 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 Registered 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 ; or (iv) through the writing of options. In connection with sales of the Transfer Restricted Securities or otherwise, the Selling Securityholder undersigned may enter into hedging transactions with broker-broker- dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge 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. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees it will comply, with the provisions of the prospectus delivery and other provisions of the Securities Act and the Exchange Act and the respective rules and regulations promulgated thereunder, particularly Regulation M thereunder (ior any successor rules or regulations), in connection with any offering of Transfer Restricted Securities pursuant to the Shelf Registration Statement. If the Selling Securityholder transfers all or any portion of the Transfer Restricted 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) To at the time of the transfer of its rights and obligations under this Election 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) 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 the Company in connection with the preparation or amendment of the Shelf Registration Statement and the Guarantors: (ii) With a copy to: related Prospectus. In 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 Selling Securityholder agrees to promptly notify 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 at the address set forth below. Once this Notice Election and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice Election and Questionnaire, Questionnaire and the representations and warranties contained herein, herein shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, representatives and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) 3 above). This Agreement shall be governed by, and construed in all respects by accordance with, the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the GuarantorsCompany: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) pursuant to the Resale Registration Statement only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder 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 Unitholder will be responsible for underwriting discounts or commissions or agents’ commissions and their professional fees. Such Transfer Restricted 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 Registered 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder undersigned may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities. (i) To . The Selling Unitholder may pledge or grant a security interest in some or all of the Company 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 Guarantors: (ii) With a copy to: Once this Notice Registrable Securities from time to time. The Selling Unitholder also may transfer and Questionnaire is executed by donate Registrable Securities in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns Unitholder for purposes of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above)prospectus. This Agreement shall be governed in all respects by the laws of the State of New York.any exceptions here:

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) 3 pursuant to the Shelf Registration Statement or Subsequent Shelf Registration Statement only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwritersUnderwriters, broker-dealers or agents. If the Transfer Restricted Securities are sold through Underwriters, broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agents’ commissions in accordance with the Registration Rights Agreement. Such 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 crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered 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 Transfer Restricted Securities or otherwiseowned by it and, if it defaults in the performance of its securited 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 enter into hedging transactions with broker-dealers, which may in turn engage in short sales of transfer and donate the Transfer Restricted Securities in other circumstances in which case the course of hedging transferees, donees, pledgees or other successors in interest will be the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms selling securityholder for purposes 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above)prospectus. This Agreement shall be governed in all respects by the laws of the State of New York.any exceptions here:

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted 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 crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities.. The Selling Securityholder 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 Securityholder for purposes of the prospectus. State any exceptions here: (i) To the Company Company: Xxxxxxx X. Xxxxxxx Vice President, Chief Financial Officer and the Guarantors:Treasurer AAR CORP. One AAR Place 0000 Xxxxx Xxxx Xxxx Xxxx Wood Dale, Illinois 60191 (ii) With a copy to: Xxxxxx X. Xxxxxxxx Vice President, General Counsel & Secretary AAR CORP. One AAR Place 0000 Xxxxx Xxxx Xxxx Xxxx Wood Dale, Illinois 60191 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, representatives and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted 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 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors:Company: Visant Holding Corp. 000 Xxxx Xxxxxx, Xxxxx Xxxxx Xxxxxx, Xxx Xxxx 00000 Attention: General Counsel (ii) With a copy to: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Risë Xxxxxx Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted 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 agents’ commissions. Such Transfer Restricted 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 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors:Company: Crown Castle International Corp. 000 Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000 Attention: General Counsel (ii) With a copy to: Cravath, Swaine & Xxxxx LLP Worldwide Plaza 000 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxx, Esq. Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the Registration Statement only as follows (if at all): ). 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 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 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 Registered 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 ; or (iv) through the writing of options. In connection with sales of the Transfer Restricted Securities or otherwise, the Selling Securityholder undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge 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. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees it will comply, with the provisions of the prospectus delivery and other provisions of the Securities Act and the Exchange Act and the respective rules and regulations promulgated thereunder, particularly Regulation M thereunder (ior any successor rules or regulations), in connection with any offering of Transfer Restricted Securities pursuant to the Registration Statement. If the Selling Securityholder transfers all or any portion of the Transfer Restricted 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) To at the time of the transfer of its rights and obligations under this Election 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) 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 the Company in connection with the preparation or amendment of the Registration Statement and the Guarantors: (ii) With a copy to: related Prospectus. In 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 Registration Statement, the Selling Securityholder agrees to promptly notify 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 and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. Once this Notice Election and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice Election and Questionnaire, Questionnaire and the representations and warranties contained herein, herein shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, representatives and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) 3 above). This Agreement shall be governed by, and construed in all respects by accordance with, the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted 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 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors:Company: NEXTWAVE WIRELESS INC. Attention: General Counsel (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s Companys counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.securities State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted 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 Exchange and Registration Rights Agreement. By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: American Tower Corporation 000 Xxxxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Vice President of Finance, Investor Relations (ii) With a copy to: Xxxxxxx Xxxxxxxx, Esq. Xxxxxx & Dodge LLP 000 Xxxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) III pursuant to the Shelf Registration Statement only as follows (if at all): ). 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 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 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) ): 1. on any national securities exchange or quotation service on which the Registered Transfer Restricted Securities may be listed or quoted at the time of sale, (ii) ; 2. in the over-the-counter market, (iii) ; 3. in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) ; or 4. through the writing of options. In connection with sales of the Transfer Restricted Securities or otherwise, the Selling Securityholder undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. . State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees it will comply, with the prospectus delivery requirements and other provisions of the Securities Act and Exchange Act and the respective rules and regulations promulgated thereunder, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Transfer Restricted Securities pursuant to the Shelf Registration Statement. If the Selling Securityholder transfers all or any portion of the Transfer Restricted Securities listed in Item III 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 and agrees to deliver a notice of such transfer to the Trustee and the Company (i) To in the Company case of a transfer of the Notes or the shares of Common Stock issuable upon conversion of the Notes, in substantially the form attached as Exhibit 1 to this Notice and the Guarantors: Questionnaire, or (ii) With in the case of a copy to: transfer of shares of Common Stock issuable upon conversion of the Warrants, in substantially the form attached as Exhibit 2 to this Notice and Questionnaire. By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items I through VI above and the inclusion of such information in the Shelf Registration Statement and the related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related Prospectus. In 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 Selling Securityholder agrees to promptly notify 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 at the address set forth below. Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 and shall be enforceable by the respective successors, heirs, personal representatives, representatives and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) III above). This Agreement It shall be governed by, and construed in all respects by accordance with, the laws of the State of New York.York without regard to the conflict of laws provisions thereof. IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its authorized agent. Dated: BENEFICIAL OWNER By: Name: Title: Please return the completed and executed Notice and Questionnaire for receipt prior to or on the 20th calendar day from receipt hereof to: Cell Therapeutics, Inc. at: 000 Xxxxxxx Xxxxxx West, Suite 400 Seattle, Washington 98119 Attention: Xxxxx X. Xxxxxx with a copy to: O’Melveny & Xxxxx LLP at: 000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxxxx, Esq. and Xxxxx X. Xxxxxx, Esq. Cell Therapeutics, Inc. 000 Xxxxxxx Xxxxxx West, Suite 400 Seattle, Washington 98119 Re: Cell Therapeutics, Inc.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder 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 Transfer Restricted 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 Registered 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted 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 (i) To 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, the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by has agreed under certain circumstances to indemnify the Selling Securityholder and received 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 Company’s counselShelf Registration Statement, the terms undersigned agrees to promptly notify the Company of this Notice and Questionnaire, and any inaccuracies or changes in the representations and warranties contained herein, shall be binding on, shall inure information provided herein that may occur subsequent to the benefit of date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect pursuant to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Registration Rights Agreement shall be governed made in all respects writing 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 (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 the laws Company in connection with the preparation or amendment of the State of New YorkShelf Registration Statement and the related prospectus.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) 3 pursuant to the Piggyback Registration Statement or the Resale Registration Statement only as follows (if at all): Such Transfer Restricted 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 Selling Securityholder or, alternatively, or alternatively through underwriters, broker-dealers or agents. Such Transfer Restricted If the Registrable Securities are sold through underwriters, broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent’s commissions. 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 Registered 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 Transfer Restricted Securities or otherwise, the The Selling Securityholder may enter into hedging transactions with broker-dealers, which may pledge or grant a security interest in turn engage in short sales some or all of the Transfer Restricted Registrable Securities owned by it and, if it defaults in the course performance of hedging its secured obligations, the positions they assumepledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may also sell Transfer Restricted Securities short transfer and deliver Transfer Restricted Securities to close out such short positionsdonate shares in other circumstances in which case the transferees, donees, pledgees or loan or pledge Transfer Restricted Securities to broker-dealers that other successors in turn may sell such securities. (i) To interest will be the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns for purposes of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to. State any exceptions here: Once this Notice and Questionnaire is executed by By signing below, the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaireacknowledges that it understands its obligation to comply, and agrees that it will comply, with the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns provisions of the CompanyExchange Act and the rules and regulations thereunder, particularly Regulation M. In the Guarantors and event that the Selling Securityholder (with respect to transfers all or any portion of the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above)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 Rights Agreement. This By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Exchange and Registration Rights Agreement shall be governed made in all respects writing, 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 Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted 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) of (i) on any national securities exchange or quotation service on which the Registered 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the GuarantorsCompany: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.securities State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted 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 Exchange and Registration Rights Agreement. By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: -------------------- -------------------- -------------------- -------------------- -------------------- (ii) With a copy to: -------------------- -------------------- -------------------- Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s 's counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, (i) to or through underwriters, brokerbrokers or dealers; (ii) directly to one or more other purchasers; (iii) through agents on a best-dealers efforts basis or agentsotherwise; or (iv) through a combination of any such methods of sale. Such Transfer Restricted Securities may be sold from time to time in one or more transactions at a fixed price or prices, which may be changed, at prevailing market prices prevailing at the time of sale, at prices related to such prevailing market prices, 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 Registered 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with brokerbrokers-dealersdealers or others, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to brokerbrokers-dealers or others 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 stockholders for purposes of the Prospectus. The Selling Securityholder may sell short the Common Stock and may deliver the Prospectus in connection with such short sales and use the shares covered by the Prospectus to cover such short sales. State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, particularly Regulation M and the prospectus delivery requirements under the Securities Act. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted Securities listed in Item (i3) To above after the date on which such information is provided to the Company (other than a transaction as a result of which such securities shall no longer be Transfer Restricted Securities), the Selling Securityholder agrees to notify the transferees at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Guarantors: Registration Agreement. By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (ii1) With a copy tothrough (6) above and the The Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Registration Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: Amkor Technology, Inc. 345 Xxxxxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Attention: Ken Xxxxx Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (33)(b) above). This Agreement shall be governed by and construed in all respects by accordance with the internal laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted 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 Registered Securities may be listed or quoted State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Rule 10b-6. 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 sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in transfer of its rights and obligations under this Notice and Questionnaire and the over-the-counter market, or (iv) through the writing of optionsExchange and Registration Rights Agreement. In connection with sales of the Transfer Restricted Securities or otherwiseBy signing below, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales consents to the disclosure of the Transfer Restricted Securities information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the course of hedging the positions they assumeShelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling Securityholder's obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may also sell Transfer Restricted Securities short be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of 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 deliver Transfer Restricted Securities pursuant to close out such short positionsthe Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: The Colonial BancGroup, Inc. One Xxxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attention: W. Fxxxx Xxxley. (ii) With a copy to: Miller, Hamilton, Snidxx & Xdom, X.L.C. One Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxxxx 00000 (334) 000-0000 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s 's counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted 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 crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the GuarantorsCompany: (ii) With a copy to: Xxxxxx X. Xxxxxxxx Vice President, General Counsel & Secretary AAR CORP. One AAR Place 0000 Xxxxx Xxxx Xxxx Xxxx Wood Dale, IL 60191 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, (i) to or through underwriters, brokerbrokers or dealers; (ii) directly to one or more other purchasers; (iii) through agents on a best-dealers efforts basis or agentsotherwise; or (iv) through a combination of any such methods of sale. Such Transfer Restricted Securities may be sold from time to time in one or more transactions at a fixed price or prices, which may be changed, at prevailing market prices prevailing at the time of sale, at prices related to such prevailing market prices, 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 Registered 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with brokerbrokers-dealersdealers or others, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to brokerbrokers-dealers or others 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 stockholders for purposes of the Prospectus. The Selling Securityholder may sell short the Common Stock and may deliver the Prospectus State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, particularly Regulation M and the prospectus delivery requirements under the Securities Act. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted Securities listed in Item (i3) To above after the date on which such information is provided to the Company (other than a transaction as a result of which such securities shall no longer be Transfer Restricted Securities), the Selling Securityholder agrees to notify the transferees at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Guarantors: Registration Agreement. By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (ii1) With a copy tothrough (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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. The Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Registration Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: Amkor Technology, Inc. 1345 Xxxxxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Attention: Ken Xxxxx Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws of the State of New York.the

Plan of Distribution. State any exceptions here: Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.securities State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted 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 Exchange and Registration Rights Agreement. By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: American Tower Corporation 000 Xxxxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Vice President of Finance, Investor Relations (ii) With a copy to: Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP Xxx Xxxxxxx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx X. Xxxx Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.. EXHIBIT A-1 State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted 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 Exchange and Registration Rights Agreement. By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: International Steel Group Inc. 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxx 00000 (ii) With a copy to: _______________________ _______________________ _______________________ _______________________ _______________________ Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s 's counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth belowThe Selling Stockholders (the "Selling Stockholders") of the common stock ("Common Stock") of Bulldog Technologies Inc. (the "Company") and any of their pledgees, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Securities may be sold assignees and successors-in-interest may, from time to time directly time, sell any or all of their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling shares: ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; purchases by a broker-dealer as principal and resale by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealer for its account; an exchange distribution in accordance with the rules of the applicable exchange; privately negotiated transactions; settlement of short sales entered into after the date of this prospectus; broker-dealers or agents. Such Transfer Restricted Securities may be sold in one or more transactions agree with the Selling Stockholders to sell a specified number of such shares at fixed prices, at prevailing market prices at the time a stipulated price per share; a combination of any such methods 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 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 or settlement of optionsoptions or other hedging transactions, whether through an options exchange or otherwise; or any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. Each Selling Stockholder does not expect these commissions and discounts relating to its sales of shares to exceed what is customary in the types of transactions involved. In connection with sales the sale of the Transfer Restricted Securities our common stock or otherwiseinterests therein, the Selling Securityholder Stockholders may enter into hedging transactions with broker-dealersdealers or other financial institutions, which may in turn engage in short sales of the Transfer Restricted Securities common stock in the course of hedging the positions they assume. The Selling Securityholder Stockholders may also sell Transfer Restricted Securities shares of our common stock short and deliver Transfer Restricted Securities these securities to close out such their short positions, or loan or pledge Transfer Restricted Securities the common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such securities. broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be "underwriters" within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. Each Selling Stockholder has advised us that they have not entered into any agreements, understandings or arrangements with any underwriter or broker-dealer regarding the sale of the resale shares. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) To the Company date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Guarantors: Securities Act or any other rule of similar effect or (ii) With all of the shares have been sold pursuant to the prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to our common stock for a copy to: Once this Notice period of two business days prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and Questionnaire is executed the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of our common stock by the Selling Securityholder Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and received have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale. LEGAL OPINION OF COMPANY'S COUNSEL Our File No. 27271-1 / D/ljm/590254.1 April 14, 2004 Alexandra Global Master Fund Ltd. 000 Xxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 RAM Capital Resources, LLC 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: This opinion is furnished to you pursuant to the Securities Purchase Agreement by and among the purchasers signatory thereto (the "Purchasers") and Bulldog Technologies Inc., a Nevada corporation (the "Company"), dated as of April 13, 2004, (the "Purchase Agreement"), which provides for the issuance and sale by the Company of Common Stock (the "Common Shares") and Warrants on the Closing Date. All terms used herein have the meanings defined for them in the Purchase Agreement unless otherwise defined herein. We have acted as counsel for the Company in connection with the negotiation of the Purchase Agreement, the Warrants and the Registration Rights Agreement between the Purchasers and the Company, dated as of April 13, 2004 (the "Registration Rights Agreement"), (collectively the "Agreements"). As counsel, we have made such legal and factual examinations and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion. In addition, we have examined, among other things, originals or copies of such corporate records of the Company, certificates of public officials and the Company's registrar and transfer agent, and such other documents and questions of law that we consider necessary or advisable for the purpose of rendering this opinion. In such examination we have assumed the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to original documents of all copies submitted to us as copies thereof, the legal capacity of natural persons, and the due execution and delivery of all documents (except as to due execution and delivery by the Company’s counsel) where due execution and delivery are a prerequisite to the effectiveness thereof. As used in this opinion, the terms expression "to our knowledge" refers to the current actual knowledge of the attorneys of this Notice firm who have worked on matters for the Company solely in connection with the Agreements and Questionnairethe Warrants and the transactions contemplated thereby, and without any independent investigation of any underlying facts or situations. For purposes of this opinion, we have assumed that you have all requisite power and authority, and have taken any and all necessary corporate action, to execute and deliver the Agreements, and we are assuming that the representations and warranties contained herein, shall be binding on, shall inure made by each Purchaser in the Agreements and pursuant thereto are true and correct. Based upon and subject to the benefit of and shall be enforceable by the respective successorsforegoing, heirs, personal representatives, and assigns we are of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws of the State of New York.opinion that:

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, otherwise the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.. State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted 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 Exchange and Registration Rights Agreement. By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: Owens & Minor, Inc. 4800 Cox Road Glen Allen, VA 23060-6292 Xxxxxxxxx: Drew St. J. Carneal (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.. State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted 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 Exchange and Registration Rights Agreement. By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: ____________________________________________ ____________________________________________ ____________________________________________ ____________________________________________ ____________________________________________ (ii) With a copy to: ____________________________________________ ____________________________________________ ____________________________________________ ____________________________________________ ____________________________________________ Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s 's counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.securities State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted 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 Exchange and Registration Rights Agreement. By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: American Tower Corporation 100 Xxxxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Vice President of Finance, Investor Relations (ii) With a copy to: Mxxxxxx Xxxxxxxx, Esq. Pxxxxx & Dodge LLP 100 Xxxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the Registration Statement only as follows (if at all): ). 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 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 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 Registered 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 ; or (iv) through the writing of options. In connection with sales of the Transfer Restricted Securities or otherwise, the Selling Securityholder undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge 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. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees it will comply, with the provisions of the prospectus delivery and other provisions of the Securities Act and the Exchange Act and the respective rules and regulations promulgated thereunder, particularly Regulation M thereunder (ior any successor rules or regulations), in connection with any offering of Transfer Restricted Securities pursuant to the Shelf Registration Statement. If the Selling Securityholder transfers all or any portion of the Transfer Restricted 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) To at the time of the transfer of its rights and obligations under this Election and Questionnaire and the Registration Rights Agreement. By signing below, 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 Registration Statement and the related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the Guarantors: related Prospectus. In 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 Registration Statement, the Selling Securityholder agrees to promptly notify 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 and any Transfer Restricted Securities referred to in Item (ii3) With a copy to: above remain unsold thereunder. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. Once this Notice Election and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice Election and Questionnaire, Questionnaire and the representations and warranties contained herein, herein shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, representatives and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) 3 above). This Agreement shall be governed by, and construed in all respects by accordance with, the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): ). 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 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 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 Registered 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 Transfer Restricted Securities or otherwise, the Selling Securityholder undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i. State any exceptions here: Note: In no event will such method(s) To of distribution take the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms form of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit an underwritten offering of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by without the prior agreement of the Issuer. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Exchange Act 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 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 listed hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Issuer has agreed under certain circumstances to indemnify the Selling Securityholders 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 Item (3) above)the Shelf Registration Statement, the undersigned agrees to promptly notify 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. This All notices hereunder and pursuant to the Registration Rights Agreement shall be governed made in all respects writing 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 information in the Shelf Registration Statement and the related Prospectus. The undersigned understands that such information will be relied upon by the laws Issuer in connection with the preparation or amendment of the State of New YorkShelf Registration Statement and the related Prospectus.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): 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 Securities are sold through an Underwritten Offering, the Selling Securityholder will (i) pay underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Selling Securityholder's Securities 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 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to. State any exceptions here: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, (i) to or through underwriters, brokerbrokers or dealers; (ii) directly to one or more other purchasers; (iii) through agents on a best-dealers efforts basis or agentsotherwise; or (iv) through a combination of any such methods of sale. Such Transfer Restricted Securities may be sold from time to time in one or more transactions at a fixed price or prices, which may be changed, at prevailing market prices prevailing at the time of sale, at prices related to such prevailing market prices, 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 Registered 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, market or (iv) through the writing of options. In connection with sales of the Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with brokerbrokers-dealersdealers or others, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to brokerbrokers-dealers or others that in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws of the State of New York.such

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted 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 exchanges or U.S. quotation service system of a registered national securities association on which the Registered 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors:Company: Cogent Communications Group, Inc. 0000 00xx Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000 Attention: Chief Legal Officer Fax: 000-000-0000 (ii) With a copy to: Xxxxxx & Xxxxxxx LLP 000 Xxxxxxxx Xxxxxx, XX, Xxxxx 0000 Xxxxxxxxxx, X.X. 00000 Attention: Xxxxx X. XxXxxxxxx Fax: 000-000-0000 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement 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 intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, (i) to or through underwriters, brokerbrokers or dealers; (ii) directly to one or more other purchasers; (iii) through agents on a best-dealers efforts basis or agentsotherwise; or (iv) through a combination of any such methods of sale. Such Transfer Restricted Securities may be sold from time to time in one or more transactions at a fixed price or prices, which may be changed, at prevailing market prices prevailing at the time of sale, at prices related to such prevailing market prices, 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 Registered 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with brokerbrokers-dealersdealers or others, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to brokerbrokers-dealers or others 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 stockholders for purposes of the Prospectus. The Selling Securityholder may sell short the Common Stock and may deliver the Prospectus in connection with such short sales and use the shares covered by the Prospectus to cover such short sales. State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, particularly Regulation M and the prospectus delivery requirements under the Securities Act. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted Securities listed in Item (i3) To above after the date on which such information is provided to the Company (other than a transaction as a result of which such securities shall no longer be Transfer Restricted Securities), the Selling Securityholder agrees to notify the transferees at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Guarantors: Registration Agreement. By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (ii1) With a copy tothrough (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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. The Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Registration Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: Once Young & Rubicam Inc.285 Madison Ave.New York, New York 10017 Attentxxx: Xxxxx Xxxxxxxxx Xxxxxxx Xnce this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (33)(b) above). This Agreement shall be governed by and construed in all respects by accordance with the internal laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted 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 Registered 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted 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. (i) To the Company and the Guarantors:Company: Medarex, Inc. 000 Xxxxx Xxxx, #000 Xxxxxxxxx, Xxx Xxxxxx 00000 Attn: General Counsel (ii) With a copy to: Xxxxxxxxx Xxxxxxxx Xxxxx & Xxxxx LLP 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder (including donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the 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 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 Registered 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 Transfer Restricted Securities or otherwise, the Selling Securityholder undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities Securities, short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the . The Selling Securityholder and received by the Company’s counsel, the terms may pledge or grant a security interest in some or all 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such 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 listed donate shares in Item (3) above). This Agreement shall other circumstances in which case the transferees, donees, pledgees or other successors in interest will be governed in all respects by the laws selling securityholder for purposes of the Prospectus. State of New York.any exceptions here: __________________________________________________________________ __________________________________________________________________ __________________________________________________________________

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors:: 00 Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxx, 0000, Xxxxxxxxx (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 The undersigned Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted 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 Registered 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the . The Selling Securityholder and received may pledge or grant a security interest in some or all of the Registrable Securities owned by it and, if it defaults in the Company’s counselperformance of its secured obligations, the terms of this Notice pledgees or secured parties may offer and Questionnaire, and sell the representations and warranties contained herein, shall be binding on, shall inure Registrable Securities from time to time pursuant to the benefit of prospectus. The Selling Securityholder also may transfer and shall donate shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be enforceable by the respective successors, heirs, personal representatives, and assigns selling security holder for purposes of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, (i) to or through underwriters, brokerbrokers or dealers; (ii) directly to one or more other purchasers; (iii) through agents on a best-dealers efforts basis or agentsotherwise; or (iv) through a combination of any such methods of sale. Such Transfer Restricted Securities may be sold from time to time in one or more transactions at a fixed price or prices, which may be changed, at prevailing market prices prevailing at the time of sale, at prices related to such prevailing market prices, 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 Registered 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with brokerbrokers-dealersdealers or others, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to brokerbrokers-dealers or others 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 stockholders for purposes of the Prospectus. The Selling Securityholder may sell short the Common Stock and may deliver the Prospectus in connection with such short sales and use the shares covered by the Prospectus to cover such short sales. State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, particularly Regulation M and the prospectus delivery requirements under the Securities Act. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted Securities listed in Item (i3) To above after the date on which such information is provided to the Company (other than a transaction as a result of which such securities shall no longer be Transfer Restricted Securities), the Selling Securityholder agrees to notify the transferees at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Guarantors: Registration Agreement. By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (ii1) With a copy tothrough (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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. The Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Registration Agreement shall be made in writing, by hand-delivery, first class mail, or air courier guaranteeing overnight delivery as follows: DoubleClick Inc. 00 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Chief Financial Officer Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (33)(b) above). This Agreement shall be governed by and construed in all respects by accordance with the internal laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted 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. Such Transfer Restricted 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 Registered 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the . The Selling Securityholder and received may pledge or grant security interest in some or all of the Registrable Securities owned by it and, if it defaults in the Company’s counselperformance of its secured obligations, the terms of this Notice pledgees or secured parties may offer and Questionnaire, and sell the representations and warranties contained herein, shall be binding on, shall inure Registrable Securities from time to time pursuant to the benefit of prospectus. The Selling Securityholder also may transfer and shall donate shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be enforceable by the respective successors, heirs, personal representatives, and assigns selling security holder for purposes of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement 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 Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted 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 Registered 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities. (i) To the Company Issuer and the GuarantorsGuarantor: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counselIssuer, 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 the respective successors, heirs, personal representatives, and assigns of the CompanyIssuer, the Guarantors Guarantor and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.. State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted 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 Exchange and Registration Rights Agreement. By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling Securityholder’s obligation under Section 3(b) of the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3c) only as follows (if at all): 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. Such 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 Registered 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with brokerBroker-dealersDealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to brokerBroker-dealers Dealers that in turn may sell such securities.. State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations thereunder, particularly Rule 10b-6. 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 the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement. By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to notify the Company promptly of 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 pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first- class mail, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: Exodus Communications, Inc. 0000 Xxxxxxx Xxxxxxx Xxxx. Xxxxx Xxxxx, Xxxxxxxxxx 00000 Attention: General Counsel (000) 000-0000. (ii) With a copy to: Fenwick & West, LLP Xxx Xxxx Xxxx Xxxxxx Xxxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxx Xxxxxxxx (000) 000-0000 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s 's counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3c) above). This Agreement shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except (a) The Company and the Purchaser understand and agree that the offer and sale of the Units contemplated hereunder are intended to be exempt from the registration provisions of Section 5 of the Securities Act of 1933, as set forth belowamended, pursuant to the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3exemption provided by Section 4(2) only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly thereunder, and/or Rule 506 of Regulation D promulgated by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securitiesExchange Commission. (ib) To The maximum offering amount of Units being offered and sold on a “best efforts” basis is 2,000,000 Units (resulting in a maximum amount of gross sales proceeds of $500,000). All proceeds of the Offering shall be deposited into an escrow account with an independent banking institution until the Company and Selling Agent determine to disburse said funds pending receipt of the minimum offering amount, at which time a closing will be held and all deposited funds shall be released to the Company (the “Initial Closing Date”). Thereafter, as funds are received and deposited during the Offering Period they shall be placed into escrow and disbursed to the Company at such times as the Company and the Guarantors: (ii) With Selling Agent shall mutually agree during the Offering Period to hold one or more additional closings. All funds shall be held pursuant to a copy to: Once this Notice separate escrow agreement between the Company and Questionnaire is executed by the Selling Securityholder and Agent requiring all funds to be received by the Company’s counselescrow agent. Employees, officers, agents and affiliates of the Selling Agent may purchase Units in this Offering. Within five days of the disbursement of funds, certificates representing the Shares and the Warrants shall be delivered by the Company to the Selling Agent on behalf of the Purchasers. By executing this Agreement, the Purchasers hereby grant permission to the Selling Agent to accept physical possession of such securities on their behalf and to place such securities in their brokerage accounts at First Montauk Securities Corp. (c) Each Purchaser understands that the Company has retained First Montauk Securities Corp. to serve as its selling agent (“Selling Agent”) in connection with the sale of the Units. As compensation for its services, First Montauk Securities Corp. will be entitled to a commission of seven percent (7 %) of the gross proceeds from the sale of Units, a management fee equal to three (3 %) of the gross proceeds, a non-accountable expense allowance of three percent (3%) of the gross proceeds and warrants to purchase a number of shares of Common Stock equal to ten percent (10%) of the shares of Common Stock issued and sold to the Purchasers at closing. The Selling Agent's warrants shall contain terms substantially similar, including the exercise price and term, as contained in the Warrants. In addition, the Company has agreed to pay the legal fees of this Notice and Questionnaire, the Selling Agent in the amount of $10,000. (d) The offering price of the Units has been negotiated between the Company and the representations Selling Agent and warranties contained herein, shall be binding on, shall inure does not necessarily bear any relationship to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns price of the Company's Common Stock as traded on the OTC, its assets, liabilities or other indicia of value. At June 8, 2004 the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws closing price of the State of New YorkCompany's Common Stock as reported on the “Pink Sheets” as $1.15.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): ). 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 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 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 Registered 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 ; or (iv) through the writing of options. In connection with sales of the Transfer Restricted Securities or otherwise, the Selling Securityholder undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge 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. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees it will comply, with the provisions of the prospectus delivery and other provisions of the Securities Act and Exchange Act and the respective rules and regulations promulgated thereunder, particularly Regulation M thereunder (iand any successor rules or regulations), in connection with any offering of Transfer Restricted Securities pursuant to the Shelf Registration Statement. If the Selling Securityholder transfers all or any portion of the Transfer Restricted Securities listed in Item (3) To 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 Election and Questionnaire and the Registration Rights Agreement. By signing below, 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 the related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the Guarantors: (ii) With a copy to: related Prospectus. In 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 Selling Securityholder agrees to promptly notify 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 at the address set forth below. Once this Notice Election and Questionnaire is executed by the Selling Securityholder Securityholders and received by the Company’s counsel, the terms of this Notice Election and Questionnaire, Questionnaire and the representations and warranties contained herein, herein shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, representatives and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed by, and construed in all respects by accordance with, the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 Registered 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted 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 Transfer Restricted Securities without the prior agreement of the Issuer. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted Securities listed in Item (3) above after the date on which such information is provided to the Issuer, 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, 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 relied upon by the Issuer in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling Securityholder's obligation under Section 3(a) of the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Issuer of 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 pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Issuer: -------------------------- -------------------------- -------------------------- -------------------------- (ii) With a copy to: -------------------------- -------------------------- -------------------------- -------------------------- Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s Issuer's counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Issuer and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3c) only as follows (if at all): 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. Such 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 Registered 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with brokerBroker-dealersDealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to brokerBroker-dealers Dealers that in turn may sell such securities.. State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations thereunder, particularly Rule 10b-6. 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 the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement. By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to notify the Company promptly of 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 pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first- class mail, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: Exodus Communications, Inc. 0000 Xxx Xxxxx Xxxxxxxxxx Santa Clara, CA 95051 Attention: General Counsel (000) 000-0000. (ii) With a copy to: Fenwick & West, LLP Xxx Xxxx Xxxx Xxxxxx Xxxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxx Xxxxxxxx (000) 000-0000 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s 's counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3c) above). This 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 Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): ). 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 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 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 Registered 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 ; or (iv) through the writing of options. In connection with sales of the Transfer Restricted Securities or otherwise, the Selling Securityholder undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge 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. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees it will comply, with the provisions of the prospectus delivery and other provisions of the Securities Act and Exchange Act and the respective rules and regulations promulgated thereunder, particularly Regulation M thereunder (ior any successor rules or regulations), in connection with any offering of Transfer Restricted Securities pursuant to the Shelf Registration Statement. If the Selling Securityholder transfers all or any portion of the Transfer Restricted 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) To at the time of the transfer of its rights and obligations under this Election and Questionnaire and the Registration Rights Agreement. By signing below, 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 the related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the Guarantors: (ii) With a copy to: related Prospectus. In 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 Selling Securityholder agrees to promptly notify 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 at the address set forth below. Once this Notice Election and Questionnaire is executed by the Selling Securityholder Securityholders and received by the Company’s counsel, the terms of this Notice Election and Questionnaire, Questionnaire and the representations and warranties contained herein, herein shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, representatives and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) 3 above). This Agreement shall be governed by, and construed in all respects by accordance with, the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) 3 pursuant to the Shelf Registration Statement only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the 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 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 Registered 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 Transfer Restricted Securities or otherwise, the Selling Securityholder undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities Securities, short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge 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 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 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. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Securityholders 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, the undersigned agrees to promptly notify 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 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 information in the Shelf Registration Statement and the related Prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation, amendment or supplement of the Shelf Registration Statement and the related Prospectus. By signing below, the undersigned agrees that if the Company notifies the undersigned of the 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) To the Company undersigned will suspend the use of the Prospectus until the requisite change to the Prospectus has been made, and the Guarantors: (ii) With that any such notification will be deemed confidential and will be maintained in confidence, unless disclosure of such notification is made in connection with a copy to: Once this Notice and Questionnaire is executed court proceeding or required by the Selling Securityholder and received by the Company’s counsellaw, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement 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 Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted 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 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors:Company: [insert name] Dell Inc. 1 Xxxx Xxx Xxxxx Xxxx, Xxxxx 00000 (ii) With a copy to: [insert] Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities.. State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted 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 Exchange and Registration Rights Agreement. By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling Securityholder's obligation under Section 3(d) and Section 3(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, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: Sanmina-SCI Corporation 2700 North First Street San Jose, Xxxxxxxxxx 00000 Xxxxxxxxx: Xxxxxxxxx Tel: (408) 965-3500 (ii) With a copy to: Once this Notice Wilson Sonsini Goodrich & Rosati, Xxxxxxxxxxxx Xxxxxxxtiox 650 Page Mill Road Palo Alto, Calxxxxxxx 00000-0000 Xxxxxxxxx: Xxxxxxxxxxx X. Xxxxxxll Tel: (650) 000-0000 Xxxx xxxx Xotice and Questionnaire is executed by the Selling Securityholder Xxxxxxx Xxxxxxtyholder and received by the Company’s 's counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder (including its donees and pledgees) intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): Such Transfer Restricted 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 Securityholders will be responsible for underwriting discounts or commissions or agent commissions. Such Transfer Restricted 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 cross or block transactions) (i) on any national securities exchange or quotation service on which the Registered 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 Transfer Restricted 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 Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The undersigned Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted 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 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 (i) To or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Securityholder against certain liabilities. In the event 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 other than pursuant to the Shelf Registration Statement, the undersigned agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Selling Securityholder Questionnaire and the Guarantors: Registration Rights Agreement. In accordance with the undersigned’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, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at anytime while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement 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 (ii1) With a copy to: through (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 the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Selling Securityholder Questionnaire is executed by the Selling Securityholder undersigned and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (undersigned with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder the undersigned and listed in Item (3) above). This Agreement 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 intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 Registered 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 Transfer Restricted Securities or otherwise, otherwise the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.. State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted 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 Exchange and Registration Rights Agreement. By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors: Company: Synagro Technologies, Inc. 1800 Bering Drive Suite 1000 Xxxxxxx, Xxxxx 00000 Xxxxxxxxx: Xxxxx X. Xxxxxx XX, Xsq. Xxxxxax Xxxxxxx (ii) With a copy to: Locke Liddell & Sapp LLP 600 Travix Suite 3200 Xxxxxxx, Texas 77002 Attention: David F. Taylor, Esq. Once this Notice and Questionnaire is executed by the Selling xx xxx Xxxxxxx Securityholder and received by the Company’s 's counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Exchange and Registration Rights 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3c) only as follows (if at all): 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. Such 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 Registered 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with brokerBroker-dealersDealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to brokerBroker-dealers Dealers that in turn may sell such securities.. State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations thereunder, particularly 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 the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement. By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to notify the Company promptly of 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 pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: Exodus Communications, Inc. 0000 Xxxxxxx Xxxxxxx Xxxx. Xxxxx Xxxxx, Xxxxxxxxxx 00000 Attention: General Counsel (000) 000-0000 (ii) With a copy to: Fenwick & West, LLP Xxx Xxxx Xxxx Xxxxxx Xxxx Xxxx, XX 00000 Attention: Xxxxxx Xxxx (000) 000-0000 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s 's counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3c) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Securities [Senior Registrable Securities] [Senior Subordinated Registrable Securities] listed above in Item (3) only as follows (if at all): Such Transfer Restricted Securities [Senior Registrable Securities] [Senior Subordinated Registrable Securities] may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted Securities [Senior Registrable Securities] [Senior Subordinated 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 Registered Securities [Senior Registrable Securities] [Senior Subordinated 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 Transfer Restricted Securities [Senior Registrable Securities] [Senior Subordinated Registrable Securities] or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities [Senior Registrable Securities] [Senior Subordinated Registrable Securities] in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities [Senior Registrable Securities] [Senior Subordinated Registrable Securities] short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Securities [Senior Registrable Securities] [Senior Subordinated Registrable Securities] to broker-dealers that in turn may sell such securities.. State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M (which governs manipulation, stabilization and trading activity during a distribution of securities). In the event that the Selling Securityholder transfers all or any portion of the [Senior Registrable Securities] [Senior Subordinated 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, 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 relied upon by the Company, and any underwriters in an underwritten offering of such Selling Securityholder’s [Senior Registrable Securities] [Senior Subordinated Registrable Securities] listed in Item(3) above, in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, first- class mail, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: The Premcor Refining Group Inc. 0000 X. Xxxxxx Avenue Suite 400 Old Greenwich, CT 06870 Attention: General Counsel (000) 000-0000 (ii) With a copy to: Stroock & Stroock & Xxxxx LLP 000 Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxxx, Esq. (000) 000-0000 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities [Senior Registrable Securities] [Senior Subordinated Registrable Securities] beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted 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 Registered 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted 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 Company. (a) State whether the undersigned Selling Securityholder has or will enter into "hedging transactions". Yes _________ No __________ If yes, you must provide a complete description of the hedging transactions into which the undersigned Selling Securityholder has entered or will enter and the purpose of such hedging transactions, including the extent to which such hedging transactions remain in place. --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- Please note that the SEC may deem short sales of securities covered by a registration statement prior to the effectiveness of such registration statement as a violation of Section 5 of the Securities Act. (b) State whether the undersigned Selling Securityholder has sold any of the Registrable Securities or shares of Common Stock of the Company short since the date of original issuance of the Registrable Securities. Yes _________ No __________ If yes you must provide a complete description of the short sale, including the number of shares of Common Stock of the Company involved and whether the short position remains in place. --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- (a) State whether the undersigned Selling Securityholder is a registered broker-dealer. Yes _________ No __________ (b) State whether the undersigned Selling Securityholder received the Registrable Securities as compensation for underwriting activities and, if so, provide a brief description of the transaction(s) involved. Yes _________ No __________ --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- The SEC requires that all Selling Securityholders that are broker-dealers, even if they did not receive the Registrable Securities as compensation for underwriting activities, must be named as underwriters in the prospectus for the Registrable Securities. Selling Securityholders, including those named as underwriters, must deliver copies of the prospectus to purchasers at or prior to the time of any sale of the Registrable Securities. (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and if so, list the name(s) of the broker-dealer affiliate(s). --------------------------------------------------------------------- --------------------------------------------------------------------- Yes _________ No __________ IF THE ANSWER IS "YES", you must answer question (d) below. (d) If the undersigned Selling Securityholder is an affiliate of a registered broker-dealer: (i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes _________ No __________ If the answer is "No" to question (i), state any exceptions below: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes _________ No __________ If the answer is "Yes" to question (ii), state any exceptions below: --------------------------------------------------------------------- --------------------------------------------------------------------- If the answer is "no" to question (i) or "yes" to question (ii), you will be named as an underwriter in the prospectus relating to the Registrable Securities. By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the prospectus delivery and other provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder, particularly Regulation M (or any successor rules or regulations). The Selling Security holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. 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, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling Securityholder's obligation under Section 3(a) of the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: Kroll Inc. 900 Third Avenue New York, NY 00000 Xxxxxxxxx: Xxxxxxx Xxxxxxx Telephone: (212) 593-1000 (ii) With a copy to: Kramer Levin Naftalis & Frankel LLP 000 Xxxxx Xxxxxe New York, NY 00000 Xxxxxxxxx: Xxxxxx X. Xxxxxxxce Telephone: (000) 000-0000 Once this Notice and Questionnaire is executed by the Selling exexxxxx xx xxx Xelling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) pursuant to the Registration Statement only as follows (if at all): Such Transfer Restricted such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, or alternatively through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters, broker-dealers or agents, the Selling Securityholder shall be responsible for underwriting discounts or commissions or agent’s commissions. Such Transfer Restricted 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 crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered 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 Transfer Restricted Securities or otherwise, the The Selling Securityholder may enter into hedging transactions with broker-dealers, which may pledge or grant a security interest in turn engage in short sales some or all of the Transfer Restricted Registrable Securities owned by it and, if it defaults in the course performance of hedging its secured obligations, the positions they assumepledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may also sell Transfer Restricted transfer and donate shares in other circumstances in which certain cases the transferees, donees, pledgees or other successors in interest shall 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 Registrable Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securitieswithout the prior agreement of the Company. (i) The Selling Securityholder acknowledges that it understands its obligation to comply with the provisions of the Exchange Act 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 Selling Securityholder agrees that neither it nor any person acting on its behalf shall engage in any transaction in violation of such provisions. (j) In accordance with the Selling Securityholder’s obligation under the Stockholders Agreement to provide such information as may be required by law for inclusion in the Registration Statement, the Selling Securityholder agrees to provide any additional information the Company may reasonably request and to promptly notify the Company of any inaccuracies or changes in the information provided that may occur at any time while the Registration Statement remains effective. All notices hereunder and pursuant to the Stockholders Agreement shall be made in writing by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: To the Company : Coty Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: General Counsel (k) 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 shall notify the transferee(s) at the time of transfer of its rights and obligations under this Notice, Agreement and Questionnaire and the Guarantors:Stockholders Agreement. (iil) With a copy to: By signing this Notice, Agreement and Questionnaire, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (8) above and the inclusion of such information in the Registration Statement, the related prospectus and any state securities or Blue Sky applications. The Selling Securityholder understands that such information shall be relied upon by the Company without independent investigation or inquiry in connection with the preparation or amendment of the Registration Statement, the related prospectus and any state securities or Blue Sky applications. (m) Once this Notice Notice, Agreement and Questionnaire is executed by the Selling Securityholder and received and acknowledged by the Company’s counsel, the terms of this Notice Notice, Agreement and Questionnaire, Questionnaire and the representations representations, warranties and warranties indemnification contained herein, herein shall be binding on, shall inure to the benefit of of, and shall be enforceable by the respective successors, heirs, personal representatives, representatives and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Notice, Agreement and Questionnaire shall be governed by, and construed in all respects by accordance with, the laws of the State of New YorkDelaware without regard to the conflicts-of-laws provisions thereof.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, brokerBroker-dealers or agents. Such Transfer Restricted 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 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with brokerBroker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to brokerBroker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors:Company: Freescale Semiconductor, Inc. 0000 Xxxx Xxxxxx Xxxx Austin, Texas 78729 Attention: Corporate Secretary (ii) With a copy to: __________________________ __________________________ __________________________ __________________________ Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted 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 exchanges or U.S. quotation service system of a registered national securities association on which the Registered 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities. (i) To the Company and Company: XXX Xxxxxxxxxxx 000 Xxxxx Xxxxxx Hopkinton, Massachusetts 01748-2230 Attention: Office of the Guarantors:General Counsel Fax: 000-000-0000 (ii) With a copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Xxx Xxxxxx Xxxxxx Boston, Massachusetts 02108 Attention: Xxxxxxxx X. Xxxxx Fax: 000-000-0000 Once this Notice Election and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice Election and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement Election 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 intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted 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 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Subsidiary Guarantors:: Xxxxxx Automotive Group Inc. 0 Xxxxxxxx Xxxxxx Stamford, Connecticut 06901 (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): ). 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 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 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 Registered 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 Transfer Restricted Securities or otherwise, the Selling Securityholder undersigned may enter into hedging transactions with broker-broker- dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i. State any exceptions here: Note: In no event will such method(s) To of distribution take the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms form of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit an underwritten offering of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by without the prior agreement of the Issuer. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Exchange Act 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 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 listed hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Issuer has agreed under certain circumstances to indemnify the Selling Securityholders 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 Item (3) above)the Shelf Registration Statement, the undersigned agrees to promptly notify 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. This All notices hereunder and pursuant to the Registration Rights Agreement shall be governed made in all respects writing 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 information in the Shelf Registration Statement and the related Prospectus. The undersigned understands that such information will be relied upon by the laws Issuer in connection with the preparation or amendment of the State of New YorkShelf Registration Statement and the related Prospectus.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted 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. Such Transfer Restricted 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 Registered 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted 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. (a) State whether the undersigned Selling Securityholder has or will enter into “hedging transactions.” Yes No If yes, you must provide a complete description of the hedging transactions into which the undersigned Selling Securityholder has entered or will enter and the purpose of such hedging transactions, including the extent to which such hedging transactions remain in place. (b) State whether the undersigned Selling Securityholder has sold any of the Registrable Securities or shares of common stock of the Company short since the date of original issuance of the Registrable Securities. Yes No If yes, you must provide a complete description of the short sale, including the number of shares of common stock of the Company involved and whether the short position remains in place. (a) State whether the undersigned Selling Securityholder is a registered broker-dealer. Yes No (b) State whether the undersigned Selling Securityholder received the Registrable Securities as compensation for underwriting activities and, if so, provide a brief description of the transaction(s) involved. Yes No (c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and if so, list the name(s) of the broker-dealer affiliate(s). Yes No (d) If the undersigned Selling Securityholder is an affiliate of a registered broker-dealer: (i) Did the undersigned Selling Securityholder purchase the Registrable Securities in the ordinary course of business? Yes No If the answer is “No,” to question (i) state any exceptions below: (ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes No If the answer is “Yes” to question (ii), state any exceptions below: By signing below, the Selling Securityholder acknowledges that it understands its obligation to 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 and regulations thereunder, particularly Regulation M. 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, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (8) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling Securityholder’s obligation under Section 3(a) of the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of 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. Except as otherwise provided in the Registration Rights Agreement, all notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: Amylin Pharmaceuticals, Inc. 0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Attention: Xxxxx X. Xxxxxxx, Esq., General Counsel (ii) With a copy to: Xxxxxx Godward LLP 0000 Xxxxxxxx Xxxx Xxx Xxxxx, XX 00000-0000 Attention: Xxxxxxx Xxx, Esq. Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) 3 pursuant to the Shelf Registration Statement or Subsequent Shelf Registration Statement only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwritersUnderwriters, broker-dealers or agents. If the Transfer Restricted Securities are sold through Underwriters, broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agents’ commissions in accordance with the Registration Rights Agreement. Such 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 crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered 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 Transfer Restricted Securities or otherwiseowned by it and, if it defaults in the performance of its securited 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 enter into hedging transactions with broker-dealerstransfer 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 this 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 in without the course prior written agreement of hedging the positions they assumeCompany. The Selling Securityholder may also sell undersigned acknowledges its obligation to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Transfer Restricted Securities short pursuant to the Registration Rights 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 undersigned beneficial owner and deliver 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, the Company has agreed under certain circumstances to indemnify the undersigned beneficial owner and selling 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 or Subsequent Shelf Registration Statement, the undersigned agrees to promptly notify 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 to the undersigned 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 close out the disclosure of the information contained in this Notice and Questionnaire and the inclusion of such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers information in the Shelf Registration Statement and the related prospectus. The undersigned understands that in turn may sell such securities. (i) To information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the Guarantors: (ii) With a copy to: related prospectus. Once this Notice and Questionnaire is executed by the Selling Securityholder undersigned beneficial owner and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, representatives and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above)undersigned beneficial owner. This Agreement 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 Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) 3 pursuant to the Shelf Registration Statement only as follows (if at all): 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 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 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 Registered 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 Transfer Restricted Securities or otherwiseowned by it and, if it defaults in the performance of its secured obligations, the Selling Securityholder pledgees or secured parties may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of offer and sell the Transfer Restricted Securities in from time to time pursuant to the course of hedging the positions they assumeprospectus. The Selling Securityholder also may also sell transfer and donate Transfer Restricted Securities short 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 Exchange Act and deliver 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 Transfer Restricted Securities pursuant to close out 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 short positionsprovisions. 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, or loan or pledge Transfer Restricted Securities BearingPoint has agreed under certain circumstances to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by indemnify the Selling Securityholder and received 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 Company’s counselShelf Registration Statement, the terms undersigned agrees to promptly notify BearingPoint of this Notice 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 Questionnairepursuant to the Registration Rights Agreement shall be made in writing 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 7 above and the representations inclusion of such information in the Shelf Registration Statement and warranties contained hereinthe related prospectus. The undersigned understands that such information will be relied upon by BearingPoint in connection with the preparation of amendment or the Shelf Registration Statement and the related prospectus. By signing below, shall be binding onthe undersigned agrees that if BearingPoint notifies the undersigned that the Shelf Registration Statement is not available, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns undersigned will suspend use of the Company, prospectus until receipt of notice from BearingPoint that the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above)prospectus is again available. This 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 Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): Such Transfer Restricted Securities may be sold from time directly to time directly by the undersigned Selling Securityholder or, alternatively, 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 purchaser. These discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the types of transactions involved. Such Transfer Restricted 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, varying prices determined at the time of sale, or at negotiated prices. Such These 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 Registered Transfer Restricted Securities may be listed or quoted at the time of sale, (ii) including the Nasdaq National Market, 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, whether the options are listed on an options exchange or otherwise, or through the settlement of short sales. These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as agent on both sides of the trade. In connection with sales the sale of the Transfer Restricted Securities or otherwise, the Selling Securityholder Securityholders may enter into hedging transactions with broker-dealers, which dealers or other financial institutions. These broker-dealers or financial institutions may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assumeassume with Selling Securityholders. The Selling Securityholder Securityholders may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such these securities. (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) 3 pursuant to the Shelf Registration Statement only as follows (if at all): Such Transfer Restricted (a) such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted ; (b) if the Registrable Securities are sold through underwriters, broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agents’ commissions; (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 crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered 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 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 its obligation to comply with the applicable provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with sales any offering of Registrable Securities pursuant to the Registration Rights 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 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, FiberTower has agreed under certain circumstances to indemnify the undersigned beneficial owner and selling securityholder against certain liabilities as set forth therein. 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, the undersigned agrees to promptly notify 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 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 to the undersigned 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 Registrable Securities or otherwiseset forth herein, represents that the Selling Securityholder may enter into hedging transactions with broker-dealersinformation provided herein is accurate, which may in turn engage in short sales consents to the disclosure of the Transfer Restricted Securities information contained in this Notice and Questionnaire and the inclusion of such information in the course of hedging Shelf Registration Statement and the positions they assumerelated prospectus. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out undersigned understands that such short positions, information will be relied upon by FiberTower in connection with the preparation or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To amendment of the Company Shelf Registration Statement and the Guarantors: (ii) With related prospectus and any filing of a copy to: new Shelf Registration Statement. Once this Notice and Questionnaire is executed by the Selling Securityholder undersigned beneficial owner and received by the Company’s counselFiberTower, 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 the respective successors, heirs, personal representatives, representatives and assigns of the Company, the Guarantors FiberTower and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above)undersigned beneficial owner. This Agreement 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 Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the 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 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 Registered 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 Transfer Restricted Securities or otherwise, the Selling Securityholder undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities Securities, short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the . The Selling Securityholder and received by the Company’s counsel, the terms may pledge or grant security interest in some or all 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such 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 listed donate shares in Item 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 (3or any successor rules or regulations) above)and the provisions of the Securities Act of 1933 relating to prospectus delivery, in connection with any offering of Transfer Restricted Securities pursuant to the Shelf Registration Statement. This 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 Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances indemnify the Selling Securityholders 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, the undersigned agrees to promptly notify 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 governed made in all respects writing 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 information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the laws Company in connection with the preparation or amendment of the State of New YorkShelf Registration Statement and the related prospectus.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the 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 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 Registered 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 Transfer Restricted Securities or otherwise, the Selling Securityholder undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities Securities, short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the . The Selling Securityholder and received by the Company’s counsel, the terms may pledge or grant security interest in some or all 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such 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 listed donate shares in Item 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 (3or any successor rules or regulations) above)and the provisions of the Securities Act of 1933 relating to prospectus delivery, in connection with any offering of Transfer Restricted Securities pursuant to the Shelf Registration Statement. This 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 Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Agreement, the Company has agreed under certain circumstances indemnify the Selling Securityholders against certain liabilities. In accordance with the undersigned's obligation under the Registration Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify 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 governed made in all respects writing 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 information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the laws Company in connection with the preparation or amendment of the State of New YorkShelf Registration Statement and the related prospectus.

Plan of Distribution. Except as set forth below, the undersigned The Selling Securityholder (including its donees and pledgees) intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only pursuant to the Registration Statement in accordance with [the Plan of Distribution attached as follows (if at all): Such Transfer Restricted Securities may be sold from time Annex A to time directly by the undersigned Registration Rights Agreement] ☐. The Selling Securityholder oracknowledges that it understands its obligations to comply with the provisions of the Securities Exchange Act of 1934, alternativelyas amended, through underwritersand the rules thereunder relating to stock manipulation, broker-dealers particularly Regulation M thereunder (or agentsany successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Agreement. Such Transfer Restricted The Selling Securityholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Securityholder against certain liabilities. In the event the Selling Securityholder transfers all or any portion of the Registrable Securities may be sold listed in one or more transactions at fixed pricesItem (3) above after the date on which such information is provided to the Company such that such securities remain Registrable Securities under the Registration Rights Agreement, at prevailing market prices the Selling Securityholder agrees to notify the transferee(s) at the time of sale, at varying prices determined at the time transfer of sale, or at negotiated pricesits rights and obligations under this Selling Securityholder Questionnaire and the Registration Rights Agreement. Such sales In accordance with the Selling Securityholder’s obligation under the Registration Rights Agreement to provide such information as may be effected in transactions (which may involve crosses required by law or block transactions) (i) on any national securities exchange or quotation service on which by the Registered Securities may be listed or quoted at staff of the time of sale, (ii) Commission for inclusion 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 Transfer Restricted Securities or otherwiseRegistration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may enter into hedging transactions with brokeroccur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices to the Selling Securityholder pursuant to the Registration Rights Agreement shall be made in writing, by hand-dealersdelivery, which may in turn engage in short sales first-class mail, or air courier guaranteeing overnight delivery to the address set forth below. By signing below, the Selling Securityholder consents to the disclosure of the Transfer Restricted Securities information contained herein in its answers to Items (1) through (9) above and the inclusion of such information in the course of hedging Registration Statement and the positions they assumerelated Prospectus. The undersigned understands that such information will be relied upon by 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 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 may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder undersigned and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (undersigned with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder the undersigned and listed in Item (3) above). This Agreement 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 Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted 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 the underwriting discounts or commissions or agents’ commissions and their professional fees. Such Transfer Restricted 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 Registered 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities. 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 OI Inc. The Selling Securityholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. (i) To the Company and the Guarantors:OI Inc.: Xxxxx-Illinois, Inc. One O-I Plaza One Xxxxxxx Xxxxx Way Perrysburg, OH 43551 Attention: General Counsel (ii) With a copy to: Xxxxxx & Xxxxxxx LLP 99 Bishopgate London EC2M 3XF United Kingdom Attention: Xxxxx Xxxxxxxx Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counselOI Inc., 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors OI Inc. and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed governed, and construed in accordance with, in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the GuarantorsIssuers: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s Issuers’ counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Issuers and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.securities State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted 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 Exchange and Registration Rights Agreement. By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors: Company: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s 's counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, brokerBroker-dealers or agents. Such Transfer Restricted 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 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with brokerBroker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to brokerBroker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors:Company: Freescale Semiconductor, Inc. 0000 Xxxx Xxxxxx Xxxx Xxxxxx, Texas 78729 Attention: Corporate Secretary (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 The Selling Securityholder (including its donees and pledgees) intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only pursuant to the Registration Statement in accordance with the Plan of Distribution attached as follows (if at all): Such Transfer Restricted Securities may be sold from time Annex A to time directly by the undersigned Registration Rights Agreement. The Selling Securityholder oracknowledges that it understands its obligations to comply with the provisions of the Securities Exchange Act of 1934, alternativelyas amended, through underwritersand the rules thereunder relating to stock manipulation, broker-dealers particularly Regulation M thereunder (or agentsany successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Shelf Registration Agreement. Such Transfer Restricted The Selling Securityholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Securityholder against certain liabilities. In the event the Selling Securityholder transfers all or any portion of the Registrable Securities may be sold listed in one or more transactions at fixed pricesItem (3) above after the date on which such information is provided to the Company other than pursuant to the Registration Statement, at prevailing market prices the Selling Securityholder agrees to notify the transferee(s) at the time of sale, at varying prices determined at the time transfer of sale, or at negotiated pricesits rights and obligations under this Selling Securityholder Questionnaire and the Registration Rights Agreement. Such sales In accordance with the Selling Securityholder’s obligation under the Registration Rights Agreement to provide such information as may be effected in transactions (which may involve crosses required by law or block transactions) (i) on any national securities exchange or quotation service on which by the Registered Securities may be listed or quoted at staff of the time of sale, (ii) Commission for inclusion 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 Transfer Restricted Securities or otherwiseRegistration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may enter into hedging transactions with brokeroccur subsequent to the date hereof at anytime while the Registration Statement remains effective. All notices to the Selling Securityholder pursuant to the Registration Rights Agreement shall be made in writing, by hand-dealersdelivery, which may in turn engage in short sales first-class mail, or air courier guaranteeing overnight delivery to the address set forth below. By signing below, the Selling Securityholder consents to the disclosure of the Transfer Restricted Securities information contained herein in its answers to Items (1) through (9) above and the inclusion of such information in the course of hedging Registration Statement and the positions they assumerelated Prospectus. The undersigned understands that such information will be relied upon by 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 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 may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder undersigned and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (undersigned with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder the undersigned and listed in Item (3) above). This Agreement 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. State any exceptions here: Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.securities State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted 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 Exchange and Registration Rights Agreement. By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: American Towers, Inc. 100 Xxxxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Vice President of Finance, Investor Relations (ii) With a copy to: Mxxxxxx Xxxxxxxx, Esq. Pxxxxx & Dodge LLP 100 Xxxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the GuarantorsCompany: (ii) With a copy to: Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000-0000 Attention: Xxxxxxxxxxx X. Xxxxxxxx Tel: (000) 000-0000 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the GuarantorsIssuer: (ii) With a copy to: Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the CompanyIssuer’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Issuer and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.securities State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted 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 Warrant Registration Rights Agreement. By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling Securityholder's obligation under Section 3(e) of the Warrant Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Warrant Registration Rights Agreement shall be made in writing, by hand-delivery, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: ___________________ ___________________ ___________________ ___________________ ___________________ (ii) With a copy to: ___________________ ___________________ ___________________ Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s 's counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): Such Transfer Restricted such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, or alternatively through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters, broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent’s commissions. Such Transfer Restricted 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 Registered 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 Transfer Restricted Securities or otherwise, the The Selling Securityholder may enter into hedging transactions with broker-dealers, which may pledge or grant a security interest in turn engage in short sales some or all of the Transfer Restricted Registrable Securities owned by it and, if it defaults in the course performance of hedging its secured obligations, the positions they assumepledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may also sell Transfer Restricted Securities short transfer and deliver Transfer Restricted Securities to close out such short positionsdonate shares in other circumstances in which case the transferees, donees, pledgees or loan or pledge Transfer Restricted Securities to broker-dealers that other successors in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by interest will be the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns for purposes of the Company, the Guarantors and prospectus. The Company hereby advises the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws of the State following Compliance and Disclosure Interpretation of New Yorkthe Staff of the Division of Corporation Finance of the Securities and Exchange Commission available at hxxx://xxx.xxx.xxx/xxxxxxxxx/corpfin/guidance/sasinterp.htm regarding short selling: “Securities Act Sections—Section 239. Securities Act Section 5.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to. State any exceptions here: Once this Notice and Questionnaire is executed by 32 By signing below, the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaireacknowledges that it understands its obligation to comply, and agrees that it will comply, with the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns provisions of the CompanyExchange Act and the rules and regulations thereunder, particularly Regulation M. In the Guarantors and event that the Selling Securityholder (with respect to transfers all or any portion of the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above)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. This By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Registration Rights Agreement shall be governed made in all respects writing, 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 Selling Securityholder intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted 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 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors:Company: Power-One, Inc. 700 Xxxxx Xxxxx Xxxxxxxxx, XX 00000-0000 Attention: Rxxxx Xxxxxxxx, General Counsel (ii) With a copy to: O’Melveny & Mxxxx, LLP 1999 Avenue of the Stars, 7xx Xxxxx Xxx Xxxxxxx, XX 00000-0000 Attention: Dxxxx X. Xxxxxxx, Xx. Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws of the State of New YorkDelaware.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly The Shares being offered by the undersigned Selling Securityholder orShareholder or its respective pledgees, alternativelydonees, through underwriterstransferees or other successors in interest, broker-dealers or agents. Such Transfer Restricted Securities may will be sold in one or more transactions at fixed prices(which may involve block transactions) on the Nasdaq National Market or on such other market on which the Common Stock may from time to time be trading, at in privately negotiated transactions, through the writing of options on the Shares, short sales or any combination thereof. The sale price to the public may be the market price prevailing market prices at the time of sale, a price related to such prevailing market price or such other price as the Selling Shareholder determines from time to time. The Shares may also be sold pursuant to Rule 144. The Selling Shareholder shall have the sole and absolute discretion not to accept any purchase offer or make any sale of Shares if they deem the purchase price to be unsatisfactory at varying prices determined any particular time. The Selling Shareholder or its respective pledgees, donees, transferee or other successors in interest, may also sell the Shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Brokers acting as agents for the Selling Shareholder will receive usual and customary commissions for brokerage transactions, and market makers and block purchasers purchasing the Shares will do so for their own account and at their own risk. It is possible that the time Selling Shareholder will attempt to sell shares of saleCommon Stock in block transactions to market makers or other purchasers at a price per share which may be below the then market price. There can be no assurance with all or any of the Shares offered hereby will be issued to, 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 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 Transfer Restricted Securities or otherwisesold by , the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assumeShareholder. The Selling Securityholder Shareholder and any brokers, dealers or agents, upon effecting the sale of any of the Shares offered hereby, may also sell Transfer Restricted be deemed "underwriters" as that term is defined under the Securities short and deliver Transfer Restricted Securities to close out such short positionsAct or the Exchange Act, or loan the rules and regulations thereunder. The Selling Shareholder, alternatively, may sell all or pledge Transfer Restricted any part of the Shares offered hereby through an underwriter. The Selling Shareholder has not entered into any agreement with a prospective underwriter and there is no assurance that any such agreement will be entered into. If the Selling Shareholder enters into such an agreement or agreements, the relevant details will be set forth in a supplement or revisions to this Prospectus. Upon the Company being notified by the Selling Shareholder that any material arrangement has been entered into with a broker or dealer for the sale of Shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplemented Prospectus will be filed, if required, pursuant to Rule 424(c) under the Securities Act, disclosing (a) the name of each such broker-dealer, (b) the number of Shares involved, (c) the price at which such Shares were sold, (d) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (e) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this Prospectus, as supplemented, and (f) other facts material to the transaction. 25 The Selling Shareholder and any other persons participating in the sale or distribution of the Shares will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of any of the Shares by the Selling Shareholder or any other such person. The foregoing may affect the marketability of the Shares. The Company has agreed to indemnify the Selling Shareholder, or its transferees or assignees, against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Selling Shareholder or its respective pledgees, donees, transferees or other successors in interest, may be required to make in respect thereof. The Company is bearing all costs relating to the registration of the Shares (other than fees and expenses, if any, of counsel or other advisers to the Selling Shareholder). Any commissions, discounts or other fees payable to broker-dealers that in turn may sell such securities. (i) To connection with any sale of the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed Shares will be borne by the Selling Securityholder and received Shareholder. 26 APPENDIX II Attention: PURCHASER'S CERTIFICATE OF SUBSEQUENT SALE The undersigned, [AN OFFICER OF, or OTHER PERSON DULY AUTHORIZED BY] ___________________________________________________ [FILL IN OFFICIAL NAME OF INDIVIDUAL OR INSTITUTION] hereby certifies that he/she [said institution] is the Purchaser of the shares evidenced by the Company’s counsel, the terms of this Notice and Questionnaireattached certificate, and as such, sold such shares on __________________ [DATE] pursuant to and in accordance with registration statement number ____________________ [FILL IN THE NUMBER OF OR OTHERWISE IDENTIFY REGISTRATION STATEMENT] and the representations and warranties contained herein, shall be binding on, shall inure to the benefit requirement of and shall be enforceable delivering a current prospectus by the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (Company has been complied with respect to the Transfer Restricted Securities beneficially owned by in connection with such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws of the State of New Yorksale.

Plan of Distribution. State any exceptions here: Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.securities State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted 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 Exchange and Registration Rights Agreement. By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: ____________________ ____________________ ____________________ ____________________ ____________________ (ii) With a copy to: ____________________ ____________________ ____________________ Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s 's counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, or alternatively through underwriters, underwriters or broker-dealers or agents. If the 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 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 Registered 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 Transfer Restricted Securities or otherwise, the Selling Securityholder undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities Securities, short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i. 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) To of distribution take the form of an underwritten offering of the Transfer Restricted Securities without the prior agreement of the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed by Guarantor. The undersigned acknowledges that it understands its obligation to comply with the Selling Securityholder and received by provisions of the Company’s counselU.S. Securities Exchange Act of 1934, the terms of this Notice and Questionnaireas amended, and the representations rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations) and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns provisions of the CompanyU.S. Securities Act of 1933, the Guarantors and the Selling Securityholder (as amended, relating to prospectus delivery, in connection with respect to the any offering of Transfer Restricted Securities beneficially owned by 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 Agreement to indemnify and listed hold harmless certain persons set forth therein or contribute to certain payments as also set forth therein. Pursuant to the Registration Agreement, the Company and the Guarantor have agreed under certain circumstances indemnify the Selling Securityholders as set forth therein or contribute to certain payments as also set forth therein. In accordance with the undersigned's obligation under the Registration Agreement to provide such information as may be required by law for inclusion in Item (3) above)the Shelf Registration Statement, the undersigned agrees to promptly notify 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. This All notices hereunder and pursuant to the Registration Agreement shall be governed made in all respects writing 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 information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the laws Company and the Guarantor in connection with the preparation or amendment of the State of New YorkShelf Registration Statement and the related prospectus.

Plan of Distribution. State any exceptions here: Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.securities State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted 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 Investor Rights Agreement. By signing below, the Selling Securityholder 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 related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling Securityholder’s obligation under Section 3(e) of the Investor Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Investor Rights Agreement shall be made in writing, by hand-delivery, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: Interpool, Inc. 000 Xxxxxxx Xxxx Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000 (ii) With a copy to: Interpool, Inc. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: General Counsel Facsimile No.: (000) 000-0000 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This 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 Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3c) only as follows (if at all): 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. Such 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 Registered 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with brokerBroker-dealersDealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to brokerBroker-dealers Dealers that in turn may sell such securities. . State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended (ithe "Exchange Act") To the Company and the Guarantors: rules and regulations thereunder, particularly Rule 10b-6. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted Securities listed in Item (iic) With a copy to: Once 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 is executed by and the Exchange and Registration Rights Agreement. By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (a) through (f) above and received the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company’s counsel, Company in connection with 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 the respective successors, heirs, personal representatives, and assigns preparation of the CompanyShelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Guarantors and the Selling Securityholder (with respect agrees to notify the Company promptly of any inaccuracies or changes in the information provided herein which may occur subsequent to the Transfer Restricted Securities beneficially owned by such Selling Securityholder date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and listed in Item (3) above). This pursuant to the Exchange and Registration Rights Agreement shall be governed made in all respects writing, 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 Selling Securityholder (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) 3 pursuant to the Shelf Registration Statement or Subsequent Shelf Registration Statement only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwritersUnderwriters, broker-dealers or agents. If the Transfer Restricted Securities are sold through Underwriters, broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agents’ commissions in accordance with the Registration Rights Agreement. Such 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 crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered 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 Transfer Restricted Securities or otherwiseowned by it and, if it defaults in the performance of its securited 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 enter into hedging transactions with broker-dealerstransfer 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 this 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 in without the course prior written agreement of hedging the positions they assumeCompany. The Selling Securityholder may also sell undersigned acknowledges its obligation to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Transfer Restricted Securities short pursuant to the Registration Rights 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 undersigned beneficial owner and deliver 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, the Company has Annex A-9 NY\1241712.9 agreed under certain circumstances to indemnify the undersigned beneficial owner and selling 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 or Subsequent Shelf Registration Statement, the undersigned agrees to promptly notify 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 to the undersigned 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 close out the disclosure of the information contained in this Notice and Questionnaire and the inclusion of such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers information in the Shelf Registration Statement and the related prospectus. The undersigned understands that in turn may sell such securities. (i) To information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the Guarantors: (ii) With a copy to: related prospectus. Once this Notice and Questionnaire is executed by the Selling Securityholder undersigned beneficial owner and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, representatives and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above)undersigned beneficial owner. This Agreement 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. Annex A-10 NY\1241712.9

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.. State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted 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 Exchange and Registration Rights Agreement. By signing below, 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 EXHIBIT 4.3 Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to promptly notify the Company of 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 pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: Plastipak Holdings, Inc. 0000 Xxxxxxx Xxxxx X.X. Xxx 0000X Xxxxxxxx, Xxxxxxxx 00000-0000 Attention: Xxxxx X. Xxxxxxxxx (ii) With a copy to: Seyburn, Kahn, Xxxx, Xxxx & Xxxxxx, P.C. 0000 Xxxx Xxxxxx Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000-0000 Attention: Xxxxxxxxxx X. Xxxxxxx Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s 's counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws of the State of New York.. EXHIBIT 4.3

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3c) only as follows (if at all): 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. Such 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 Registered 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-over- the-counter market, or (iv) through the writing of options. In connection with sales of the Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with brokerBroker-dealersDealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers Broker- Dealers that in turn may sell such securities.. State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations thereunder, particularly Rule 10b-6. 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 the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement. By signing below, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. In accordance with the Selling 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, the Selling Securityholder agrees to notify the Company promptly of 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 pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: Exodus Communications, Inc. 0000 Xxx Xxxxx Xxxxxxxxxx Santa Clara, CA 95051 Attention: General Counsel (000) 000-0000. (ii) With a copy to: Fenwick & West, LLP Xxx Xxxx Xxxx Xxxxxx Xxxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxx Xxxxxxxx (000) 000-0000 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s 's counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3c) above). This 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 Selling Securityholder (including its donees or pledges) intends to distribute the Transfer Restricted Registrable Securities listed above in Item (3) 3 pursuant to the Shelf Registration Statement only as follows (if at all): Such Transfer Restricted Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted 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 Registered 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 Transfer Restricted Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Registrable Securities short and deliver Transfer Restricted Registrable Securities to close out such short positions, or loan or pledge Transfer Restricted Registrable Securities to broker-dealers that in turn may sell such securities.. State any exceptions here: By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the prospectus delivery and other provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder, particularly Regulation 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, the Company has agreed under certain circumstances to indemnify the Selling Securityholders against certain liabilities. 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, 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 relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related prospectus. In 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 Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information such that would require an amendment to the Shelf Registration Statement, the related prospectus or any prospectus supplement thereto 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 pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: (i) To the Company and the Guarantors:Company: Nu Skin Enterprises, Inc. 00 Xxxx Xxxxxx Xxxxxx Xxxxx, Xxxx 00000 Attention: Xxxxxxx Xxxxx (ii) With a copy to: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 0000 Xxxxxxxx Xxxxxx Xxxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxx Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, 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 the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors Company and the Selling Securityholder (with respect to the Transfer Restricted Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) 3 above). This Agreement shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Except as set forth belowWe are registering the Securities covered by this prospectus on behalf of the Selling Securityholders. All costs, expenses and fees connected with the undersigned registration of these Securities will be borne by us. Any brokerage commissions and similar expenses connected with selling the Securities will be borne by the Selling Securityholder intends to distribute Securityholders. The Selling Securityholders may offer and sell the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Securities may be sold covered by this prospectus from time to time in one or more transactions. The term “Selling Securityholders” includes pledgees, donees, transferees and other successors- in-interest who may acquire Securities through a pledge, gift, partnership distribution or other non-sale related transfer from the Selling Securityholders. The Selling Securityholders will act independently of the Company in making decisions with respect to the timing, manner and size of each sale. These transactions include: through one or more underwriters or dealers in a public offering and sale by them, whether individually or through an underwriting syndicate led by one or more managing underwriters; in “at the market offerings” within the meaning of Rule 415(a)(4) under the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise; directly to a limited number of purchasers or to a single purchaser; through agents; by delayed delivery contracts or by remarketing firms; ordinary brokerage transactions and transactions in which the broker solicits purchasers; purchases by a broker-dealer as principal and resale by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers dealer for its own account pursuant to this prospectus; exchange or agentsover-the-counter distributions in accordance with the rules of the exchange or other market; block trades in which the broker-dealer attempts to sell the Securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; transactions in options, swaps or other derivatives that may or may not be listed on an exchange; a combination of any such method of sale; or any other method permitted pursuant to applicable law. Such Transfer Restricted In connection with distributions of the Securities may be sold or otherwise, the Selling Securityholders may: sell the Securities: in negotiated transactions; in one or more transactions at a fixed price or prices, which may be changed from time to time; at market prices prevailing at the times of sale; at prices related to such prevailing market prices at the time of sale, at varying prices determined at the time of sale, prices; or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) ; sell the Securities: on any a national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) exchange; in the over-the-counter market, (iii) ; or in transactions otherwise than on such exchanges or services an exchange or in the over-the-counter market, or (ivin combination; sell the Securities short and/or deliver the Securities to close out short positions; enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to them of Securities covered by this prospectus, which they may in turn resell; and pledge Securities to broker-dealers or other financial institutions, which, upon a default, they may in turn resell. The Selling Securityholders may also resell all or a portion of the Securities in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, as amended, or the Securities Act, as permitted by that rule, Section 4(a)(1) under the Securities Act, if available, or any other exemption from the registration requirements that become available, rather than under this prospectus. If underwriters are used in the sale of any Securities, such Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions described above. Securities may be either offered to the public through underwriting syndicates represented by managing underwriters or directly by underwriters. We may use underwriters with whom we have a material relationship. As applicable, we will describe in each accompanying prospectus supplement the writing name of optionsthe underwriter(s) and the nature of any such relationship(s). If a dealer is used in an offering of Securities, the dealer may purchase the securities, as principal. The dealer may then resell the Securities to the public at varying prices to be determined by the dealer at the time of sale. Securities may be sold directly or through agents designated from time to time. We will name any agent involved in the offering and sale of such shares and we will describe any commissions paid to the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, the agent will act on a best-efforts basis for the period of its appointment. Underwriters, dealers and agents may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments made by the underwriters, dealers or agents, under agreements between us and the underwriters, dealers and agents. Underwriters who participate in the distribution of Securities may be granted an option to purchase additional Securities in connection with the distribution. Underwriters, dealers or agents may receive compensation in the form of discounts, concessions or commissions from us or our purchasers, as their agents in connection with the sale of securities. These underwriters, dealers or agents may be considered to be underwriters under the Securities Act. As a result, discounts, commissions or profits on resale received by the underwriters, dealers or agents may be treated as underwriting discounts and commissions. Each accompanying prospectus supplement will identify any such underwriter, dealer or agent and describe any compensation received by them from us. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time. In connection with sales of the Transfer Restricted Securities or otherwiseSecurities, the Selling Securityholder Securityholders may enter into hedging transactions with broker-dealersdealers or other financial institutions, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the in positions they assume. The Selling Securityholder Securityholders may also sell Transfer Restricted Securities short and the Selling Securityholders may deliver Transfer Restricted Securities covered by this prospectus to close out short positions and to return borrowed Securities in connection with such short positions, or sales. The Selling Securityholders may also loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. Securities, to the extent permitted by applicable law. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of Securities offered by this prospectus, which Securities such broker-dealer or other financial institution may resell pursuant to this prospectus (ias supplemented or amended to reflect such transaction). The Selling Securityholders may, from time to time, pledge or grant a security interest in some or all of the Securities owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Securities from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of Selling Securityholders to include the pledgee, transferee or other successors in interest as Selling Securityholders under this prospectus. The Selling Securityholders may also transfer and donate Securities in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. Any underwriter may engage in over-allotment transactions, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act of 1934. Underwriters, broker-dealers or agents who may become involved in the sale of Securities may engage in transactions with, and perform other services for, us in the ordinary course of their business for which they receive compensation. In effecting sales, the Selling Securityholders may engage broker-dealers or agents, who may in turn arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the Selling Securityholders and/or from the purchasers of Securities for whom the broker-dealers may act as agents or to whom they sell as principal, or both. The compensation to a particular broker-dealer may be in excess of customary commissions. To our knowledge, there is currently no plan, arrangement or understanding between any Selling Securityholders and any broker-dealer or agent regarding the Company and the Guarantors: (ii) With a copy to: Once this Notice and Questionnaire is executed sale of any Securities by the Selling Securityholder Securityholders. The Selling Securityholders, any broker-dealers or agents and received any participating broker- dealers that act in connection with the sale of the Securities covered by this prospectus may be “underwriters” under the Company’s counselSecurities Act with respect to those Securities and will be subject to the prospectus delivery requirements of that Act. Any profit that the Selling Securityholders realize, and any compensation that any broker-dealer or agent may receive in connection with any sale, including any profit realized on resale of Securities acquired as principal, may constitute underwriting discounts and commissions. If the Selling Securityholders are deemed to be underwriters, the terms of this Notice Selling Securityholders may be subject to certain liabilities under statutes including, but not limited to, Section 11, 12 and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns 17 of the Company, Securities Act and Section 10(b) and Rule 10b-5 under the Guarantors Exchange Act. The securities laws of some states may require the Selling Securityholders to sell the Securities in those states only through registered or licensed brokers or dealers. These laws may also require that we register or qualify the Securities for sale in those states unless an exemption from registration and qualification is available and the Selling Securityholder (Securityholders and we comply with that exemption. In addition, the anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of Securities in the market and to the activities of the Selling Securityholders and their affiliates. Regulation M may restrict the ability of any person engaged in the distribution of the Securities to engage in market-making activities with respect to the Transfer Restricted Securities. All of the foregoing may affect the marketability of the Securities beneficially owned by such and the ability of any person to engage in market-making activities with respect to the Securities. If any Selling Securityholder and listed notifies us that he has entered into any material arrangement with a broker-dealer for the sale of Securities through a block trade, special offering, exchange distribution, over-the-counter distribution or secondary distribution, or a purchase by a broker or dealer, we will file any necessary supplement to this prospectus to disclose: the number of Securities involved in Item (3) above). This Agreement shall be governed in all respects by the laws arrangement; the terms of the State arrangement, including the names of New Yorkany underwriters, dealers or agents who purchase Securities, as required; the proposed selling price to the public; any discount, commission or other underwriting compensation; the place and time of delivery for the Securities being sold; any discount, commission or concession allowed, reallowed or paid to any dealers; and any other material terms of the distribution of Securities. In addition, if the Selling Securityholder notifies us that a donee, pledgee, transferee or other successor-in-interest of the Selling Securityholder intends to sell more than [ ] securities, we will file a supplement to this prospectus, if required.

Plan of Distribution. Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): 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. Such 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 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 Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. (i) To the Company and the Guarantors: (ii) With a copy to. State any exceptions here: Once this Notice and Questionnaire is executed by By signing below, the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaireacknowledges that it understands its obligation to comply, and agrees that it will comply, with the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns provisions of the CompanyExchange Act and the rules and regulations thereunder, particularly Regulation M. In the Guarantors and event that the Selling Securityholder (with respect to transfers all or any portion of the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above)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 Rights Agreement. This Agreement shall By signing below, 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 governed in all respects relied upon by the laws Company in connection with the preparation of the State of New YorkShelf Registration Statement and related Prospectus.