Common use of SELLING Clause in Contracts

SELLING. SECURITYHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Xxxxxxx Hygiene Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights (the “Registration Rights Agreement”) to which this document is annexed. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In lieu of the form of Questionnaire attached to this Selling Shareholder Notice, the Selling Shareholder may submit a questionnaire that it customarily uses provided that substantially similar information is provided. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus. PLEASE FAX OR EMAIL A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO: Akerman Senterfitt 000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 0000 Xxxx Xxxxxxxxxx, Xxxxxxx 00000-0000 Attention: Xxxxxx Xxxxxxxx Facsimile: (000) 000-0000 NOTICE The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: QUESTIONNAIRE

SELLING. SECURITYHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock holder (the “Registrable Securities”"selling securityholder") of Xxxxxxx Hygiene Inc., a Delaware corporation % Notes Due (the “"registrable securities") of [ ] (the "Company”"), understands that the Company has [and certain of its subsidiaries] have filed or intends intend to file with the Securities and Exchange Commission (the “Commission”"SEC") a registration statement (the “Registration Statement”) on an appropriate form for the registration and of the resale under Rule 415 of the Securities Act of 1933, as amended (the “"Securities Act”"), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement dated as of the issue date of the registrable securities, among the Company and the initial purchasers party thereto (the “"Registration Rights Agreement”) "). A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth above. Each beneficial owner of registrable securities is entitled to which this document is annexed. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in benefits of the Registration Rights Agreement. In lieu order to sell or otherwise dispose of any registrable securities pursuant to the shelf registration statement (or any additional registration statement related thereto), a beneficial owner of registrable securities generally will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of registrable securities and be bound by those provisions of the form Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions, as described below). Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of Questionnaire attached the shelf registration statement so that such beneficial owners may be named as selling securityholders in the related prospectus at the time of effectiveness. Any beneficial owner of registrable securities wishing to include its registrable securities must deliver to the Company a properly completed and signed copy of this Selling Shareholder Notice, Notice and Questionnaire. The Company has agreed to pay additional interest pursuant to the Selling Shareholder may submit a questionnaire that it customarily uses provided that substantially similar information is providedRegistration Rights Agreement under certain circumstances as set forth therein. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement shelf registration statement (or any additional registration statement related thereto) and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities registrable securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement shelf registration statement (or any additional registration statement related thereto) and the related prospectus. PLEASE FAX OR EMAIL A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO: Akerman Senterfitt 000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 0000 Xxxx Xxxxxxxxxx, Xxxxxxx 00000-0000 Attention: Xxxxxx Xxxxxxxx Facsimile: (000) 000-0000 NOTICE The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: QUESTIONNAIRE.

SELLING. SECURITYHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of (i) common stock stock, par value $.01 per share (the “"Common Stock"), and/or (ii) 10% Secured Senior Subordinated Notes (the "Notes", and together with the Common Stock, the "Registrable Securities”) "), of Xxxxxxx Hygiene Inc.International Wire Group, a Delaware corporation Inc. (the “"Company”), ") understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “"Commission”") a registration statement Registration Statement on Form S-1 (the “"Shelf Registration Statement”") for the registration and resale sale under Rule 415 of the Securities Act of 1933, as amended (the “"Securities Act”"), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement, dated as of October 20, 2004 (the “"Registration Rights Agreement”") to which this document is annexedamong the Company and the Holders named therein. All capitalized terms not otherwise defined herein shall have the meanings meaning ascribed thereto in the Registration Rights Agreement. In lieu Each beneficial owner of Registrable Securities is entitled to the benefits of the form Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner. Beneficial owners must complete and deliver this Notice and Questionnaire attached prior to this Selling Shareholder Notice, the Selling Shareholder effectiveness of the Shelf Registration Statement so that such beneficial owners may submit a questionnaire that it customarily uses provided that substantially similar information is providedbe named as selling securityholders in the related prospectus at the time of effectiveness. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related prospectus. Accordingly, holders Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and the related prospectus. PLEASE FAX OR EMAIL A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO: Akerman Senterfitt 000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 0000 Xxxx Xxxxxxxxxx, Xxxxxxx 00000-0000 Attention: Xxxxxx Xxxxxxxx Facsimile: (000) 000-0000 NOTICE The undersigned beneficial owner (the “"Selling Securityholder”") of Registrable Securities hereby elects gives notice to include the Company of its intention to sell or otherwise dispose of Registrable Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the Shelf Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands and agrees that it will be bound by the terms and conditions of this Notice and Questionnaire and the Registration StatementRights Agreement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurateaccurate and complete: QUESTIONNAIRE

SELLING. SECURITYHOLDER NOTICE SHAREHOLDERS IN THE PURCHASE AGREEMENT ARE AS OF THE DATE HEREOF, AND QUESTIONNAIRE WILL BE AS OF THE CLOSING DATE (AS DEFINED IN THE PURCHASE AGREEMENT), TRUE AND CORRECT. ALL SUCH REPRESENTATIONS AND WARRANTIES WILL, AS PROVIDED IN THE PURCHASE AGREEMENT, SURVIVE THE TERMINATION OF THE PURCHASE AGREEMENT AND THE DELIVERY OF AND PAYMENT FOR THE PRIVATE SHARES. Upon the execution and delivery of the Underwriting Agreement by the Attorneys on behalf of the Selling Shareholders, the undersigned Public Principal Selling Shareholders agree to be bound by and to perform each and every covenant and agreement of the undersigned Public Principal Selling Shareholders contained therein (including, without limitation, the agreements contained therein regarding indemnification and contribution). The undersigned beneficial owner Private Principal Selling Shareholders agree to continue to be bound by and to perform each and every covenant and agreement of common stock the undersigned Private Principal Selling Shareholders contained in the Purchase Agreement (including, without limitation, the “Registrable Securities”) agreements contained therein regarding indemnification and contribution). The undersigned agree, if so requested, to provide an opinion of counsel, addressed to DLA Xxxxx Xxxxxxx Hygiene Xxxx Xxxx US LLP, U.S. counsel for the Company, and Xxxxxx Xxxxxx, Inc., a Delaware corporation (South Africa counsel for the “Company”), understands that which opinion shall expressly permit reliance thereon by DLA Xxxxx Xxxxxxx Xxxx Xxxx US LLP and Xxxxxx Xxxxxx, Inc., setting forth such matters as DLA Xxxxx Xxxxxxx Xxxx Xxxx US LLP and Xxxxxx Xxxxxx, Inc. may reasonably request in rendering their respective opinions pursuant to the Underwriting Agreement or the Purchase Agreement, as the case may be, and such other documentation as the Attorneys, the Company, the Representatives, the Purchasers or any of their respective counsel may request to effectuate any of the provisions hereof or of the Underwriting Agreement or the Purchase Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the party requesting such documentation. This Power of Attorney and all authority conferred hereby are granted and conferred subject to and in consideration of the interests of the Attorneys, the several Underwriters, the Purchasers, the Company has filed or intends and any other Selling Shareholders who may become parties to file with the Securities Underwriting Agreement, and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration purposes of completing the transactions contemplated by the Underwriting Agreement, the Purchase Agreement and resale under Rule 415 this Power of Attorney. This Power of Attorney is an agency coupled with an interest and all authority conferred hereby SHALL BE IRREVOCABLE, and shall not be terminated by any act of the Securities Act undersigned or by operation of 1933law, as amended (whether by the “Securities Act”)death, disability or incapacity of the Registrable Securitiesundersigned (or either or any of the undersigned) or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the undersigned is acting as a fiduciary or fiduciaries, the death, disability or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate, the dissolution or liquidation of any corporation or partnership or bankruptcy with respect to the undersigned) (any of the foregoing being hereinafter referred to as an "EVENT"). If an Event shall occur after the execution hereof but before completion of the transactions contemplated by the Underwriting Agreement, the Purchase Agreement or this Power of Attorney, then certificate(s) representing the Shares will be delivered to the Underwriters and/or the Purchases by or on behalf of the undersigned in accordance with the terms and conditions of the Registration Rights (Underwriting Agreement, the “Registration Rights Agreement”) to which this document is annexed. All capitalized terms Purchase Agreement and the Custody Agreement and any actions taken hereunder by the Attorneys shall be as valid as if such Event had not otherwise defined herein occurred, regardless of whether or not the Custodian, the Attorneys, the Underwriters, the Purchasers, or any one of them, shall have the meanings ascribed thereto in the Registration Rights Agreementreceived notice of such Event. In lieu Notwithstanding any of the form foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered prior to October 6, 2005, then, upon the written notice of Questionnaire attached the undersigned on or after that date to the Attorneys, this Selling Shareholder NoticePower of Attorney shall terminate subject, however, to all lawful action done or performed pursuant hereto prior to the Selling Shareholder may submit a questionnaire that it customarily uses provided that substantially similar information is provided. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners receipt of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus. PLEASE FAX OR EMAIL A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO: Akerman Senterfitt 000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 0000 Xxxx Xxxxxxxxxx, Xxxxxxx 00000-0000 Attention: Xxxxxx Xxxxxxxx Facsimile: (000) 000-0000 NOTICE The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statementactual notice. The undersigned Public Principal Selling Shareholders hereby provides represent, warrant and agree with the following information to Company, DLA Xxxxx Xxxxxxx Xxxx Xxxx US LLP, Xxxxxx Xxxxxx, Inc., the Company Underwriters, Xxxxx Xxxx & Xxxxxxxx, the Custodian, the Attorneys and represents and warrants that such information is accurate: QUESTIONNAIREthe other Selling Shareholders that:

SELLING. SECURITYHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Xxxxxxx Hygiene Xxxxxxx-Xxxxxx Holdings, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights (the “Registration Rights Agreement”) to which this document is annexed. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In lieu of the form of Questionnaire attached to this Selling Shareholder Notice, the Selling Shareholder may submit a questionnaire that it customarily uses provided that substantially similar information is provided. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus. PLEASE FAX OR EMAIL A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO: Akerman Senterfitt 000 Xxxx Xxx Xxxx XxxxxxxxxXxxxxxx-Xxxxxx Holdings, Inc. 0000 Xxxxxxxx Xxxx., Xxxxx 0000 Xxxx Xxxxxxxxxx000 Xxxxxxx Xxxxx, Xxxxxxx 00000-0000 XX 00000 Attention: Xxxxxx Xxxxxxxx Xxxxx X. Xxxxxxxxxxx Facsimile: (000) 000-0000 NOTICE The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: QUESTIONNAIRE