Common use of Provision by Holders of Certain Information in Connection with the Shelf Registration Statement Clause in Contracts

Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 30 days after receipt of a request therefor, such information specified in item 507 of Regulation S-K under the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to include any of its Transfer Restricted Securities in any Shelf Registration Statement or receive Liquidated Damages pursuant to Section 4 hereof in the event that such Holder fails to deliver such information within the specified period; provided, however, that when such Holder furnishes such information to the Company, such Holder shall be entitled to receive Liquidated Damages, if any, from the date such Holder furnished such information and shall be entitled to include its Transfer Restricted Securities in the Registration Statement. Notwithstanding the foregoing, the Company shall not be required to file a post-effective amendment or supplement to its Registration Statement or Prospectus, as the case may be, to permit a Holder to include its Transfer Restricted Securities after the Shelf Registration Statement has been declared effective by the Commission more than once in any fiscal quarter. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. A Holder that has delivered to the Company the information required by this paragraph is herein referred to as a "Participating Holder." Any Person that acquires Transfer Restricted Securities from a Participating Holder (excluding any Transfer Restricted Securities that were not identified on the Participating Holder's information furnished hereunder) will be entitled to have such Transfer Restricted Securities included in the Shelf Registration Statement so long as such transferee provides the Company with updated information. If such transferee's updated information is received on or prior to the 10th day prior to the effective time, such transferee will be entitled to have such transferee's Transfer Restricted Securities included in the Shelf Registration Statement at the effective time. If such transferee's updated information is received subsequent to such 10th day, the Transfer Restricted Securities covered by such information will be included in the Shelf Registration Statement reasonably promptly after receipt (which date of inclusion may be subsequent to the effective time, subject to the prior paragraph).

Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until (i) such Holder furnishes to the Company in writing, within 20 days after receipt of a written request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein, and (ii) in the case of an underwritten offering, such Holder completes and executes all questionnaires, powers of attorney, underwriting agreements, lock-up letters and other documents reasonably requested by the Company in connection with the terms of the underwritten offering. Furthermore, no Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 30 days 10 Business Days after receipt of a request therefor, such information specified Holder’s comments to the disclosure relating to such Holder in item 507 of Regulation S-K under the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included thereinStatement. No Holder of Transfer Restricted Securities shall be entitled to include any of its Transfer Restricted Securities in any Shelf Registration Statement or receive Liquidated Damages additional interest pursuant to Section 4 5 hereof in the event that such Holder fails to deliver such information within the specified period; provided, however, that when such Holder furnishes such information to the Company, unless and until such Holder shall be entitled to receive Liquidated Damages, if any, from the date have provided all such Holder furnished such information and shall be entitled to include information. By its acceptance of Transfer Restricted Securities in the Registration Statement. Notwithstanding the foregoingSecurities, each Holder agrees to notify the Company shall not be required to file a post-effective amendment promptly if any of the information previously furnished is misleading or supplement to its Registration Statement or Prospectus, as the case may be, to permit a Holder to include its Transfer Restricted Securities after the Shelf Registration Statement has been declared effective by the Commission more than once inaccurate in any fiscal quarter. Each Holder as material respect and to which any Shelf Registration Statement is being effected agrees to promptly furnish promptly to the Company all additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. A Holder that has delivered to the Company the information required by this paragraph is herein referred to as a "Participating Holder." Any Person that acquires Transfer Restricted Securities from a Participating Holder (excluding any Transfer Restricted Securities that were not identified on the Participating Holder's information furnished hereunder) will be entitled to have such Transfer Restricted Securities included in the Shelf Registration Statement so long as such transferee provides the Company with updated information. If such transferee's updated information is received on or prior to the 10th day prior to the effective time, such transferee will be entitled to have such transferee's Transfer Restricted Securities included in the Shelf Registration Statement at the effective time. If such transferee's updated information is received subsequent to such 10th day, the Transfer Restricted Securities covered by such information will be included in the Shelf Registration Statement reasonably promptly after receipt (which date of inclusion may be subsequent to the effective time, subject to the prior paragraph).

Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until (i) such Holder furnishes to the Issuers in writing, within 20 days after receipt of a written request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein, and (ii) in the case of an underwritten offering, such Holder completes and executes all questionnaires, powers of attorney, underwriting agreements, lock-up letters and other documents reasonably requested by the Issuers in connection with the terms of the underwritten offering. Furthermore, no Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company Issuers in writing, within 30 days 10 Business Days after receipt of a request therefor, such information specified Holder’s comments to the disclosure relating to such Holder in item 507 of Regulation S-K under the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included thereinStatement. No Holder of Transfer Restricted Securities shall be entitled to include any of its Transfer Restricted Securities in any Shelf Registration Statement or receive Liquidated Damages additional interest pursuant to Section 4 5 hereof in the event that such Holder fails to deliver such information within the specified period; provided, however, that when such Holder furnishes such information to the Company, unless and until such Holder shall be entitled to receive Liquidated Damages, if any, from the date have provided all such Holder furnished such information and shall be entitled to include information. By its acceptance of Transfer Restricted Securities in Securities, each Holder agrees to notify the Registration Statement. Notwithstanding Issuers promptly if any of the foregoing, the Company shall not be required to file a post-effective amendment information previously furnished is misleading or supplement to its Registration Statement or Prospectus, as the case may be, to permit a Holder to include its Transfer Restricted Securities after the Shelf Registration Statement has been declared effective by the Commission more than once inaccurate in any fiscal quarter. Each Holder as material respect and to which any Shelf Registration Statement is being effected agrees to promptly furnish promptly to the Company all additional information required to be disclosed in order to make the information previously furnished to the Company Issuers by such Holder not materially misleading. A Holder that has delivered to the Company the information required by this paragraph is herein referred to as a "Participating Holder." Any Person that acquires Transfer Restricted Securities from a Participating Holder (excluding any Transfer Restricted Securities that were not identified on the Participating Holder's information furnished hereunder) will be entitled to have such Transfer Restricted Securities included in the Shelf Registration Statement so long as such transferee provides the Company with updated information. If such transferee's updated information is received on or prior to the 10th day prior to the effective time, such transferee will be entitled to have such transferee's Transfer Restricted Securities included in the Shelf Registration Statement at the effective time. If such transferee's updated information is received subsequent to such 10th day, the Transfer Restricted Securities covered by such information will be included in the Shelf Registration Statement reasonably promptly after receipt (which date of inclusion may be subsequent to the effective time, subject to the prior paragraph).

Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until (i) such Holder furnishes to the Escrow Issuer (or, after the Merger, the Company) in writing, within 20 days after receipt of a request therefor, the information specified in Item 507 or Item 508 of Regulation S-K promulgated by the Commission, as applicable, for use in connection with any Shelf Registration Statement or Prospectus or preliminary prospectus included therein, and (ii) in the case of an underwritten offering, such Holder completes and executes all questionnaires, powers of attorney, underwriting agreements, lock-up letters and other documents reasonably requested by the Escrow Issuer (and, after the Merger, the Company) in connection with the terms of such underwritten offering. Furthermore, no Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company Escrow Issuer (or, after the Merger, the Company) in writing, within 30 days five Business Days after receipt of a request therefor, such information specified Holder’s comments to the disclosure relating to such Holder in item 507 of Regulation S-K under the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included thereinStatement. No Holder of Transfer Restricted Securities shall be entitled to include any of its Transfer Restricted Securities in any Shelf Registration Statement or receive Liquidated Damages additional interest pursuant to Section 4 5 hereof in the event that such Holder fails to deliver such information within the specified period; provided, however, that when such Holder furnishes such information to the Company, unless such Holder shall be entitled to receive Liquidated Damages, if any, from the date such Holder furnished have provided all such information and shall be entitled to include its Transfer Restricted Securities in the Registration Statement. Notwithstanding the foregoing, the Company shall not be required to file a post-effective amendment or supplement to its Registration Statement or Prospectus, as the case may be, to permit a Holder to include its Transfer Restricted Securities after the Shelf Registration Statement has been declared effective by the Commission more than once in any fiscal quartertimes. Each selling Holder as to which any Shelf Registration Statement is being effected agrees to promptly furnish promptly to the Company all additional information required to be disclosed in order to make the information previously furnished to the Company Escrow Issuer (and, after the Merger, the Company) by such Holder not materially misleading. A Holder that has delivered to the Company the information required by this paragraph is herein referred to as a "Participating Holder." Any Person that acquires Transfer Restricted Securities from a Participating Holder (excluding any Transfer Restricted Securities that were not identified on the Participating Holder's information furnished hereunder) will be entitled to have such Transfer Restricted Securities included in the Shelf Registration Statement so long as such transferee provides the Company with updated information. If such transferee's updated information is received on or prior to the 10th day prior to the effective time, such transferee will be entitled to have such transferee's Transfer Restricted Securities included in the Shelf Registration Statement at the effective time. If such transferee's updated information is received subsequent to such 10th day, the Transfer Restricted Securities covered by such information will be included in the Shelf Registration Statement reasonably promptly after receipt (which date of inclusion may be subsequent to the effective time, subject to the prior paragraph).

Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 30 days 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary prospectus included therein, including, without limitation, the information specified in item Item 507 or 508 of Regulation S-K K, as applicable, under the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to include any of its Transfer Restricted Securities in any Shelf Registration Statement or receive Liquidated Damages liquidated damages pursuant to Section 4 5 hereof in the event that such Holder fails to deliver such information within the specified period; provided, however, that when such Holder furnishes such information to the Company, unless and until such Holder shall be entitled to receive Liquidated Damages, if any, from the date have provided all such Holder furnished such information and shall be entitled to include its Transfer Restricted Securities in the Registration Statement. Notwithstanding the foregoing, the Company shall not be required to file a post-effective amendment or supplement to its Registration Statement or Prospectus, as the case may be, to permit a Holder to include its Transfer Restricted Securities after the Shelf Registration Statement has been declared effective by the Commission more than once in any fiscal quarterinformation. Each selling Holder as to which any Shelf Registration Statement is being effected agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Holder to the Company or the happening of any event, in either case as a result of which the Shelf Registration Statement contains any untrue statement of a material fact regarding such Holder or the distribution of Transfer Restricted Securities or omits to state any material fact regarding such Holder or the distribution of such Transfer Restricted Securities required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they are made, not misleading or any Prospectus relating to such Shelf Registration Statement contains any untrue statement of a material fact regarding such Holder or the distribution of such Transfer Restricted Securities or omits to state any material fact regarding such Holder or the distribution of such Transfer Restricted Securities necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and to furnish promptly to the Company all any additional information (i) required to be disclosed in order to make the information correct and update any previously furnished to the Company by such Holder not materially misleading. A Holder information or (ii) required so that has delivered to the Company the information required by this paragraph is herein referred to as a "Participating Holder." Any Person that acquires Transfer Restricted Securities from a Participating Holder (excluding any Transfer Restricted Securities that were not identified on the Participating Holder's information furnished hereunder) will be entitled to have such Transfer Restricted Securities included in the Shelf Registration Statement so long as or any Prospectus shall not contain any such transferee provides the Company with updated information. If untrue statement of a material fact or any such transferee's updated information is received on or prior omission to the 10th day prior to the effective time, such transferee will be entitled to have such transferee's Transfer Restricted Securities included in the Shelf Registration Statement at the effective time. If such transferee's updated information is received subsequent to such 10th day, the Transfer Restricted Securities covered by such information will be included in the Shelf Registration Statement reasonably promptly after receipt (which date of inclusion may be subsequent to the effective time, subject to the prior paragraph)state a material fact.

Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Each Holder of Transfer Restricted Registrable Securities may include any of its Transfer Restricted agrees that if such Holder wishes to sell Registrable Securities in any pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 3(b) and Section 5(a)(vi). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to this Agreement unless a Shelf Registration Statement and until such Holder furnishes related Prospectus agrees to deliver a Notice and Questionnaire and, if requested, the information specified in Item 508 of Regulation S-K, to the Company in writingat least three (3) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective, within 30 days the Company shall, as promptly as is practicable after receipt of the date a request thereforNotice and Questionnaire and, such if requested, the information specified in item 507 Item 508 of Regulation S-K, is delivered, and in any event within five (5) Business Days after such date, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline”) that is thirty (30) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 3(b)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 3(b)(i); provided, that if such Notice and Questionnaire or information specified in Item 508 of Regulation S-K is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 5(a)(vi), provided, further, that if under applicable law the Act Company has more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for use effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that has not delivered a Notice and Questionnaire to the Company as a selling security holder in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to include any of its Transfer Restricted Securities in any Shelf Registration Statement or receive Liquidated Damages pursuant to Section 4 hereof in the event that such Holder fails to deliver such information within the specified periodrelated Prospectus; provided, however, that when such any Holder furnishes such information to the Company, such Holder shall be entitled to receive Liquidated Damages, if any, from the date such Holder furnished such information that has delivered a Notice and shall be entitled to include its Transfer Restricted Securities in the Registration Statement. Notwithstanding the foregoing, the Company shall not be required to file a post-effective amendment or supplement to its Registration Statement or Prospectus, as the case may be, to permit a Holder to include its Transfer Restricted Securities after the Shelf Registration Statement has been declared effective by the Commission more than once in any fiscal quarter. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly Questionnaire to the Company all information required pursuant to be disclosed in order to make the information previously furnished provisions of Section 3(b) of this Agreement (whether or not such Holder has delivered a Notice and Questionnaire to the Company by such Holder not materially misleading. A Holder that has delivered to the Company time the information required by this paragraph is herein referred to Registration Statement was declared effective) shall be named as a "Participating Holder." Any Person that acquires Transfer Restricted Securities from a Participating Holder (excluding any Transfer Restricted Securities that were not identified on the Participating Holder's information furnished hereunder) will be entitled to have such Transfer Restricted Securities included selling security holder in the Shelf Registration Statement so long as such transferee provides or related Prospectus in accordance with the Company with updated information. If such transferee's updated information is received on or prior to the 10th day prior to the effective time, such transferee will be entitled to have such transferee's Transfer Restricted Securities included in the Shelf Registration Statement at the effective time. If such transferee's updated information is received subsequent to such 10th day, the Transfer Restricted Securities covered by such information will be included in the Shelf Registration Statement reasonably promptly after receipt (which date requirements of inclusion may be subsequent to the effective time, subject to the prior paragraphthis Section 3(b).

Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Each Holder of Transfer Restricted Registrable Securities may include any of its Transfer Restricted agrees that if such Holder wishes to sell Registrable Securities in any pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 3(b) and Section 5(a)(vi). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to this Agreement unless a Shelf Registration Statement and until such Holder furnishes related Prospectus agrees to deliver a Notice and Questionnaire and, if requested, the information specified in Item 508 of Regulation S-K, to the Company in writingat least three (3) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective, within 30 days the Company shall, as promptly as is practicable after receipt of the date a request thereforNotice and Questionnaire and, such if requested, the information specified in item 507 Item 508 of Regulation S-K, is delivered, and in any event within five (5) Business Days after such date, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Amendment Effectiveness Deadline") that is thirty (30) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 3(b)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 3(b)(i); provided, that if such Notice and Questionnaire or information specified in Item 508 of Regulation S-K is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 5(vi), provided, further, that if under applicable law the Act Company has more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for use effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that has not delivered a Notice and Questionnaire to the Company as a selling security holder in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to include any of its Transfer Restricted Securities in any Shelf Registration Statement or receive Liquidated Damages pursuant to Section 4 hereof in the event that such Holder fails to deliver such information within the specified periodrelated Prospectus; provided, however, that when such any Holder furnishes such information to the Company, such Holder shall be entitled to receive Liquidated Damages, if any, from the date such Holder furnished such information that has delivered a Notice and shall be entitled to include its Transfer Restricted Securities in the Registration Statement. Notwithstanding the foregoing, the Company shall not be required to file a post-effective amendment or supplement to its Registration Statement or Prospectus, as the case may be, to permit a Holder to include its Transfer Restricted Securities after the Shelf Registration Statement has been declared effective by the Commission more than once in any fiscal quarter. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly Questionnaire to the Company all information required pursuant to be disclosed in order to make the information previously furnished provisions of Section 3(b) of this Agreement (whether or not such Holder has delivered a Notice and Questionnaire to the Company by such Holder not materially misleading. A Holder that has delivered to the Company time the information required by this paragraph is herein referred to Registration Statement was declared effective) shall be named as a "Participating Holder." Any Person that acquires Transfer Restricted Securities from a Participating Holder (excluding any Transfer Restricted Securities that were not identified on the Participating Holder's information furnished hereunder) will be entitled to have such Transfer Restricted Securities included selling security holder in the Shelf Registration Statement so long as such transferee provides or related Prospectus in accordance with the Company with updated information. If such transferee's updated information is received on or prior to the 10th day prior to the effective time, such transferee will be entitled to have such transferee's Transfer Restricted Securities included in the Shelf Registration Statement at the effective time. If such transferee's updated information is received subsequent to such 10th day, the Transfer Restricted Securities covered by such information will be included in the Shelf Registration Statement reasonably promptly after receipt (which date requirements of inclusion may be subsequent to the effective time, subject to the prior paragraphthis Section 3(b).

Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 30 days after receipt of a request therefor, such writing the information specified in item Item 507 or 508 of Regulation S-K under K, as applicable, of the Securities Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. IN ORDER TO FURNISH SUCH INFORMATION, A HOLDER OF TRANSFER RESTRICTED SECURITIES MUST COMPLETE, AND RETURN TO THE COMPANY, THE FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE (THE "NOTICE AND QUESTIONNAIRE") IN THE FORM ATTACHED AS APPENDIX B AND APPENDIX B-1 TO THE OFFERING MEMORANDUM OR OTHERWISE PROVIDE THE COMPANY IN WRITING WITH THE INFORMATION AND UNDERTAKINGS PROVIDED FOR THEREIN. In this regard, the Company covenants to use its best efforts to mail to each Holder of Transfer Restricted Securities as soon as practicable, but in no event later than 20 days prior the filing of the Shelf Registration Statement, a copy of the Notice and Questionnaire, and further covenants to diligently seek to obtain responses thereto. No Holder of Transfer Restricted Securities shall be entitled to include any of its Transfer Restricted Securities in any Shelf Registration Statement or receive Liquidated Damages liquidated damages pursuant to Section 4 hereof in the event that such Holder fails to deliver such information within the specified period; provided, however, that when such Holder furnishes such information to the Company, unless and until such Holder shall be entitled to receive Liquidated Damages, if any, from the date have provided all such Holder furnished such information and shall be entitled to include its Transfer Restricted Securities in the Registration Statement. Notwithstanding the foregoing, the Company shall not be required to file a post-effective amendment or supplement to its Registration Statement or Prospectus, as the case may be, to permit a Holder to include its Transfer Restricted Securities after the Shelf Registration Statement has been declared effective by the Commission more than once in any fiscal quarterinformation. Each selling Holder as to which any Shelf Registration Statement is being effected agrees to promptly furnish promptly to the Company all additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. A Holder that has delivered to the Company the information required by this paragraph is herein referred to as a "Participating Holder." Any Person that acquires Transfer Restricted Securities from a Participating Holder (excluding any Transfer Restricted Securities that were not identified on the Participating Holder's information furnished hereunder) will be entitled to have such Transfer Restricted Securities included in the Shelf Registration Statement so long as such transferee provides the Company with updated information. If such transferee's updated information is received on or prior to the 10th day prior to the effective time, such transferee will be entitled to have such transferee's Transfer Restricted Securities included in the Shelf Registration Statement at the effective time. If such transferee's updated information is received subsequent to such 10th day, the Transfer Restricted Securities covered by such information will be included in the Shelf Registration Statement reasonably promptly after receipt (which date of inclusion may be subsequent to the effective time, subject to the prior paragraph).

Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until (i) such Holder furnishes to the Company in writing, within 20 days after receipt of a written request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein, and (ii) in the case of an underwritten offering, such Holder completes and executes all questionnaires, powers of attorney, underwriting agreements, lock-up letters and other documents reasonably requested by the Company in connection with the terms of the underwritten offering. Furthermore, no Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 30 days 10 Business Days after receipt of a request therefor, such information specified Holder’s comments to the disclosure relating to such Holder in item 507 of Regulation S-K under the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included thereinStatement. No Holder of Transfer Restricted Securities shall be entitled to include any of its Transfer Restricted Securities in any Shelf Registration Statement or receive Liquidated Damages additional non-cumulative dividends pursuant to Section 4 5 hereof in the event that such Holder fails to deliver such information within the specified period; provided, however, that when such Holder furnishes such information to the Company, unless and until such Holder shall be entitled to receive Liquidated Damages, if any, from the date have provided all such Holder furnished such information and shall be entitled to include information. By its acceptance of Transfer Restricted Securities in the Registration Statement. Notwithstanding the foregoingSecurities, each Holder agrees to notify the Company shall not be required to file a post-effective amendment promptly if any of the information previously furnished is misleading or supplement to its Registration Statement or Prospectus, as the case may be, to permit a Holder to include its Transfer Restricted Securities after the Shelf Registration Statement has been declared effective by the Commission more than once inaccurate in any fiscal quarter. Each Holder as material respect and to which any Shelf Registration Statement is being effected agrees to promptly furnish promptly to the Company all additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. A Holder that has delivered to the Company the information required by this paragraph is herein referred to as a "Participating Holder." Any Person that acquires Transfer Restricted Securities from a Participating Holder (excluding any Transfer Restricted Securities that were not identified on the Participating Holder's information furnished hereunder) will be entitled to have such Transfer Restricted Securities included in the Shelf Registration Statement so long as such transferee provides the Company with updated information. If such transferee's updated information is received on or prior to the 10th day prior to the effective time, such transferee will be entitled to have such transferee's Transfer Restricted Securities included in the Shelf Registration Statement at the effective time. If such transferee's updated information is received subsequent to such 10th day, the Transfer Restricted Securities covered by such information will be included in the Shelf Registration Statement reasonably promptly after receipt (which date of inclusion may be subsequent to the effective time, subject to the prior paragraph).

Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Each Holder of Transfer Restricted Registrable Securities may include any of its Transfer Restricted agrees that if such Holder wishes to sell Registrable Securities in any pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 3(b) and Section 5(vi). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to this Agreement unless a Shelf Registration Statement and until such Holder furnishes related Prospectus agrees to deliver a Notice and Questionnaire and, if requested, the information specified in Item 508 of Regulation S-K, to the Company in writingat least three (3) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective, within 30 days the Company shall, as promptly as is practicable after receipt of the date a request thereforNotice and Questionnaire and, such if requested, the information specified in item 507 Item 508 of Regulation S-K, is delivered, and in any event within five (5) Business Days after such date, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Amendment Effectiveness Deadline") that is thirty (30) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 3(b)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 3(b)(i); provided, that if such Notice and Questionnaire or information specified in Item 508 of Regulation S-K is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 5(vi), provided, further, that if under applicable law the Act Company has more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for use effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that has not delivered a Notice and Questionnaire to the Company as a selling security holder in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to include any of its Transfer Restricted Securities in any Shelf Registration Statement or receive Liquidated Damages pursuant to Section 4 hereof in the event that such Holder fails to deliver such information within the specified periodrelated Prospectus; provided, however, that when such any Holder furnishes such information to the Company, such Holder shall be entitled to receive Liquidated Damages, if any, from the date such Holder furnished such information that has delivered a Notice and shall be entitled to include its Transfer Restricted Securities in the Registration Statement. Notwithstanding the foregoing, the Company shall not be required to file a post-effective amendment or supplement to its Registration Statement or Prospectus, as the case may be, to permit a Holder to include its Transfer Restricted Securities after the Shelf Registration Statement has been declared effective by the Commission more than once in any fiscal quarter. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly Questionnaire to the Company all information required pursuant to be disclosed in order to make the information previously furnished provisions of Section 3(b) of this Agreement (whether or not such Holder has delivered a Notice and Questionnaire to the Company by such Holder not materially misleading. A Holder that has delivered to the Company time the information required by this paragraph is herein referred to Registration Statement was declared effective) shall be named as a "Participating Holder." Any Person that acquires Transfer Restricted Securities from a Participating Holder (excluding any Transfer Restricted Securities that were not identified on the Participating Holder's information furnished hereunder) will be entitled to have such Transfer Restricted Securities included selling security holder in the Shelf Registration Statement so long as such transferee provides or related Prospectus in accordance with the Company with updated information. If such transferee's updated information is received on or prior to the 10th day prior to the effective time, such transferee will be entitled to have such transferee's Transfer Restricted Securities included in the Shelf Registration Statement at the effective time. If such transferee's updated information is received subsequent to such 10th day, the Transfer Restricted Securities covered by such information will be included in the Shelf Registration Statement reasonably promptly after receipt (which date requirements of inclusion may be subsequent to the effective time, subject to the prior paragraphthis Section 3(b).

Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 30 20 days after receipt of a request therefor, such information specified in item 507 of Regulation S-K under the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to include any of its Transfer Restricted Securities in any Shelf Registration Statement or receive Liquidated Damages liquidated damages pursuant to Section 4 5 hereof in the event that such Holder fails to deliver such information within the specified period; provided, however, that when such Holder furnishes such information to the Company, unless and until such Holder shall be entitled have used its best efforts to receive Liquidated Damages, if any, from the date provide all such Holder furnished such information and shall be entitled to include its Transfer Restricted Securities in the Registration Statement. Notwithstanding the foregoing, the Company shall not be required to file a post-effective amendment or supplement to its Registration Statement or Prospectus, as the case may be, to permit a Holder to include its Transfer Restricted Securities after the Shelf Registration Statement has been declared effective by the Commission more than once in any fiscal quarterinformation. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. A Holder that has delivered to the Company the information 1.5LIQUIDATED DAMAGES If (i) any Registration Statement required by this paragraph Agreement is herein referred to as a "Participating Holder." Any Person that acquires Transfer Restricted Securities from a Participating Holder (excluding any Transfer Restricted Securities that were not identified on filed with the Participating Holder's information furnished hereunder) will be entitled to have such Transfer Restricted Securities included in the Shelf Registration Statement so long as such transferee provides the Company with updated information. If such transferee's updated information is received Commission on or prior to the 10th day date specified for such filing in this Agreement, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (iii) the Exchange Offer has not been Consummated within 60 Business Days after the Exchange Offer Registration Statement is first declared effective timeby the Commission or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post- effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately (each such event referred to in clauses (i) through (iv), such transferee will be entitled a "REGISTRATION DEFAULT"), then the Company and the Guarantors hereby jointly and severally agree to have such transferee's pay liquidated damages to each Holder of Transfer Restricted Securities included with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of liquidated damages of $.50 per week per $1,000 principal amount of Transfer Restricted Securities. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement at (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective time. If such transferee's updated information is received subsequent amendment to such 10th daythe Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities covered as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued liquidated damages shall be paid by such information will be included the Company and the Guarantors on each Interest Payment Date to the Global Note Holder either (i) in the Shelf Registration Statement reasonably promptly after receipt form of additional Series C Notes, (which date ii) in cash, or (iii) in a combination of inclusion additional Series C Notes and cash; PROVIDED, HOWEVER, that in the event the Company and the Guarantors elect to pay liquidated damages pursuant to clause (iii), cash and Series C Notes shall be distributed to all Holders equally on a pro rata basis; PROVIDED, FURTHER, HOWEVER, that the Company and the Guarantors may be subsequent pay cash solely to the effective timeextent necessary to prevent the issuance of Notes in denominations less than $1,000. If payable in cash, subject all accrued liquidated damages shall be paid by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Securities by mailing checks to their registered addresses on each Damages Payment Date. All obligations of the prior paragraph)Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 30 days 20 Business Days after receipt of a request therefor, such information specified in item 507 of Regulation S-K under as the Act Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to include any of its Transfer Restricted Securities in any Shelf Registration Statement or receive Liquidated Damages pursuant to Section 4 hereof in the event that such Holder fails to deliver such information within the specified period; provided, however, that when such Holder furnishes such information to the Company, such Holder shall be entitled to receive Liquidated Damages, if any, from the date such Holder furnished such information and shall be entitled to include its Transfer Restricted Securities in the Registration Statement. Notwithstanding the foregoing, the Company shall not be required to file a post-effective amendment or supplement to its Registration Statement or Prospectus, as the case may be, to permit a Holder to include its Transfer Restricted Securities after the Shelf Registration Statement has been declared effective by the Commission more than once in any fiscal quarter. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. A Each such Holder that has delivered agrees to notify the Company as promptly as practicable of (i) any inaccuracy or change in information previously furnished by such Holder to the Company or (ii) the information required by this paragraph is herein referred to occurrence of any event, in either case, as a "Participating result of which any Prospectus relating to such Shelf Registration Statement contains or would contain an untrue statement of a material fact regarding such Holder or such Holder." Any Person that acquires ’s intended method of distribution of the applicable Transfer Restricted Securities from a Participating or omits to state any material fact regarding such Holder (excluding any or such Holder’s intended method of distribution of the applicable Transfer Restricted Securities required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that were such Prospectus shall not identified on contain, with respect to such Holder or the Participating Holder's information furnished hereunder) will be entitled to have such distribution of the applicable Transfer Restricted Securities included in an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Shelf Registration Statement so long as such transferee provides the Company with updated information. If such transferee's updated information is received on or prior to the 10th day prior to the effective time, such transferee will be entitled to have such transferee's Transfer Restricted Securities included in the Shelf Registration Statement at the effective time. If such transferee's updated information is received subsequent to such 10th day, the Transfer Restricted Securities covered by such information will be included in the Shelf Registration Statement reasonably promptly after receipt (which date of inclusion may be subsequent to the effective time, subject to the prior paragraph)statements therein not misleading.